UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



       Date of Report: (Date of earliest event reported) February 8, 2005



                              CORNING INCORPORATED
             (Exact name of registrant as specified in its charter)



New York                         1-3247              16-0393470
(State or other jurisdiction     (Commission         (I.R.S. Employer
of incorporation)                File Number)        Identification No.)


One Riverfront Plaza, Corning, New York              14831
(Address of principal executive offices)             (Zip Code)


(607) 974-9000
(Registrant's telephone number, including area code)


N/A
(Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[    ] Written communications  pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)

[    ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)

[    ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
       Exchange Act (17 CFR 240.14d-2(b))

[    ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
       Exchange Act (17 CFR 240.13e-4(c))






ITEM 1.01         Entry into a Material Definitive Agreement

     On February 2, 2005, the  Compensation  Committee of the Board of Directors
took the following actions related to:  compensation of non-employee  directors;
achievement  of  performance  metrics  for 2004  under  the  Company's  Variable
Compensation   Plan;   adoption  of   performance   metrics  for  2005  variable
compensation  (payable in 2006) under the Company's Variable  Compensation Plan;
achievement of performance  metrics for 2004 for  performance  share  restricted
stock under the  Company's  Incentive  Stock Plan;  and adoption of  performance
metrics for 2005  performance  shares under the Company's  Incentive  Stock Plan
under the 2000 Employee Equity Participation Program and 2003 amendments.

Director Compensation
- ---------------------

     On February 2, 2005,  the Company's  Board of Directors  voted to amend the
director  compensation  package applicable for non-employee  directors for 2005.
The Board  decided  to  maintain  the total  target  of equity  compensation  at
approximately  $80,000,  but  increased the annual cash retainer from $30,000 to
$50,000.  The $1200 per meeting fee for Board and Committee  service will remain
at year  2000  levels,  although  the  annual  retainers  for  service  as Audit
Committee  Chair and as  Compensation  Committee  Chair  were each  raised  from
$10,000 to $15,000 per year. All other Committee  Chair  retainers  increased to
$10,000 per year.

Variable Compensation
- ---------------------

     On February 2, 2005, the  Compensation  Committee of the Company's Board of
Directors  confirmed  achievement  levels of the 2004  performance  metrics  for
payment in 2005 under the Company's Variable  Compensation  Plan.  Approximately
700  employees,  including  executive  officers,  participate  in  the  Variable
Compensation  Plan.  The 2004 metrics were based on the  Company's  adjusted net
profit after taxes,  which  resulted in a 200% payment of the target award under
the Plan for Messrs. James R. Houghton,  Wendell P. Weeks, James B. Flaws, Peter
F. Volanakis and Joseph A. Miller, Jr. as listed in the table below. Cash awards
for other employees were generally based half on individual/business performance
and half on corporate financial  performance.  In addition,  approximately 8,200
U.S.  employees  participated in the 2004  goalsharing  plans of the Corporation
with 75% of the award based on specific unit  measurements and 25% based on 2004
adjusted net profit after taxes.

     On February 2, 2005, the  Compensation  Committee of the Company's Board of
Directors adopted performance metrics for 2005 variable compensation (payable in
2006) under the Company's  Variable  Compensation  Plan and 54 goalsharing plans
with up to five measures upon which unit  performance  is measured.  For Messrs.
Houghton,  Weeks, Volanakis,  Flaws and Miller the variable compensation metrics
include a corporate performance factor based on adjusted net profit after taxes,
and they will have their 2005  goalsharing  awards  determined as the average of
all other  plans.  The  metrics  for  other  participants  include  a  corporate
performance  factor based on adjusted  net profit after taxes and an  individual
performance  factor  based on  performance  against  individual  objectives  and
individual  business unit  objectives.  The  Compensation  Committee  previously
established target percentages for variable compensation as a percent of salary.
For Messrs. Houghton, Weeks, Flaws, Volanakis and Miller, the target percentages
are 100%, 85%, 80%, 80% and 75% of salary.

Incentive Stock Plan
- --------------------

     On February 2, 2005, the  Compensation  Committee of the Company's Board of
Directors approved performance shares (restricted stock subject to forfeiture if
certain  conditions  are not met)  grants  as a  result  of  achievement  of the
adjusted net profit after taxes metric by the Company in 2004 at the 150% level,
resulting in an additional  794,750  performance shares awarded to approximately
150 executives, subject to transfer and forfeiture restrictions through February
1,  2007.  These  awards  include  those for  Messrs.  Houghton,  Weeks,  Flaws,
Volanakis  and Miller  listed in the table below.  The  performance  shares were
awarded under the Company's  Incentive Stock Plan under the 2000 Employee Equity
Participation Program and 2003 amendments.

     On February 2, 2005, the  Compensation  Committee of the Company's Board of
Directors adopted corporate  performance metrics for the 2005 performance shares
(restricted  stock) awarded under the Company's  Incentive  Stock Plan under the
2000 Employee Equity  Participation  Program and 2003 amendments.  Approximately
170 employees,  including executive officers,  participate.  The metrics for the
2005 performance shares (restricted stock) include corporate  performance factor
based on adjusted  earnings per share and operating  cash flow of the Company in
2005.  The  performance  shares  earned or forfeited  based upon 2005  corporate
performance will have restrictions on transfer and the possibility of forfeiture
until February 1, 2008. The Compensation  Committee  previously  approved target
grant guidelines for individual salary levels, with those for Messrs.  Houghton,
Weeks, Flaws, Volanakis and Miller listed below.

     As part of the above ordinary  course actions taken at its February 2, 2005
meeting  relative to variable  compensation  and  performance  share  restricted
stock, the Compensation Committee approved the following for the Company's named
executive officers as defined in Regulation S-K item 402(a)(3):





                                           2004                                    2005
                                      Incentive Plan           2004           Incentive Plan
                                         Restricted            Cash             Restricted
Executive Officer                     Stock Awards(1)         Bonus(2)        Stock Awards(3)
- -----------------                     ------------            -----           ------------
                                                                       

James R. Houghton                        204,000           $2,047,235           202,000
  Chairman &
  Chief Executive Officer

Wendell P. Weeks                         142,500           $1,382,238           145,000
  President &
  Chief Operating Officer

Peter F. Volanakis                       102,000           $1,043,390            97,000
  President, Corning Technologies

James B. Flaws                           102,000           $1,173,814            97,000
  Vice Chairman &
  Chief Financial Officer

Joseph A. Miller, Jr.                     78,000           $  817,492            73,000
  Executive Vice President &
  Chief Technology Officer



(1)  Includes  performance  share  restricted  stock awards in December 2003 and
     February  2005 based on 2004  performance;  shares are  restricted  through
     February 1, 2007.

(2)  Variable   Compensation  Plan  payouts  for  2004  performance,   including
     goalsharing amounts.

(3)  Includes performance share restricted stock awards in December 2004; number
     of shares earned to be determined based on 2005 results;  shares earned are
     restricted through February 1, 2008.

     The  Variable  Compensation  Plan is on file with the  Securities  Exchange
Commission as Exhibit 2 of Corning Proxy  Statement,  Definitive 14A filed March
10, 2003. The 2000 Employee Equity Participation Program and 2003 amendments are
filed as Exhibit 1 to Corning Proxy  Statement,  Definitive  14A filed March 10,
2003.






                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                       CORNING INCORPORATED
                                       Registrant



Date: February 8, 2005      By    /s/  KATHERINE A. ASBECK
                                       --------------------------------------
                                       Katherine A. Asbeck
                                       Senior Vice President and Controller