FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

McRae Lawrence D
2. Issuer Name and Ticker or Trading Symbol

CORNING INC /NY [ GLW ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice Chairman & Corp. Dev. Off
(Last)          (First)          (Middle)

ONE RIVERFRONT PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

4/3/2023
(Street)

CORNING, NY 14831
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock         146258 D  
Common Stock         785.7943 (1)I Held By Wife - Emp. Benefit Plan (2)
Common Stock         5857.8576 (1)I Trustee U/employee Benefit Plan 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (3)           (4) (4)Common Stock 752  752 D  
Restricted Stock Unit  (3)           (5) (5)Common Stock 38423  38423 D  
Restricted Stock Unit  (3)           (6) (6)Common Stock 16851  16851 D  
Restricted Stock Unit  (3)           (7) (7)Common Stock 20412  20412 D  
Restricted Stock Unit  (3)           (8) (8)Common Stock 1213  1213 D  
Restricted Stock Unit  (3)4/3/2023  A   22318     (9) (9)Common Stock 22318 $0 22318 D  

Explanation of Responses:
(1) Ownership is represented by units held in a unitized stock fund through the issuer's 401(k) retirement plan as of March 31, 2023.
(2) The reporting person disclaims beneficial ownership of all securities held by spouse.
(3) Each restricted stock unit represents a contingent right to receive one share of Corning Incorporated common stock.
(4) The restricted stock units (RSUs) vest 2/3 after 1 year and 1/3 after 18 months from the grant date.
(5) The restricted stock units (RSUs) vest 100% on April 14, 2023. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
(6) The restricted stock units (RSUs) vest 100% on April 15, 2024. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
(7) The restricted stock units (RSUs) vest 100% on April 15, 2025. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.
(8) The restricted stock units will vest on May 15, 2023. Events such as retirement, death, disability, and others specified in the May 2020 agreement may result in vesting prior to the vesting date.
(9) The restricted stock units (RSUs) vest 100% on April 15, 2026. Events such as retirement, death, disability, and others specified in the agreement may result in vesting prior to the vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
McRae Lawrence D
ONE RIVERFRONT PLAZA
CORNING, NY 14831


Vice Chairman & Corp. Dev. Off

Signatures
Linda E. Jolly, Power of Attorney4/5/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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