PROSPECTUS SUPPLEMENT                      FILED PURSUANT TO RULE 424(b)(3)
(To Prospectus dated May 6, 1998)              Registration No. 333-50093

                           OAK INDUSTRIES INC.

           $100,000,000 Principal Amount of 4 7/8% Convertible
                       Subordinated Notes due 2008
               (Interest payable March 1 and September 1)

           2,586,900 Shares of Common Stock of Oak Industries Inc.
          2,147,127 Shares of Common Stock of Corning Incorporated
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   This document supplements the Prospectus dated May 6, 1998 relating to
(i) $100,000,000 aggregate principal amount of 4 7/8% Convertible
Subordinated Notes due 2008 (the "Notes") of Oak Industries Inc., a
Delaware corporation (the "Company"), and (ii) 2,586,900 shares of common
stock, par value $.01 per share, (the "Common Stock") of the Company which
are initially issuable upon conversion of the Notes plus such additional
indeterminate number of shares of Common Stock as may become issuable upon
conversion of the Notes as a result of adjustments to the conversion price
(the "Shares").  The Notes and the Shares are being offered for the account
of the holders thereof.  The Notes were initially acquired from the Company
by Donaldson, Lufkin & Jenrette Securities Corporation, Lehman Brothers and
SG Cowen Securities Corporation in February 1998 in transactions exempt
from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act").  This Prospectus Supplement is incorporated
by reference into the Prospectus, and all terms used herein shall have the
meaning assigned to them in the Prospectus.

   On January 28, 2000, the Company completed its merger with Corning
Incorporated ("Corning") pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") dated as of November 13, 1999 by and among Corning,
Riesling Acquisition Corporation, a wholly owned subsidiary of Corning and
the Company.   Accordingly, on January 28, 2000, the Company became a
wholly-owned subsidiary of Corning, and each share of the Company's Common
Stock was converted into the right to receive 0.83 shares of common stock
of Corning.  As a result, the aforementioned Notes are convertible into
shares of Corning common stock and the aforementioned Shares have been
converted into shares of Corning common stock, in each case as described in
the First Supplemental Indenture, a copy of which is filed with this
Prospectus Supplement.

   The common stock of Corning is traded under the symbol "GLW".
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   SEE "RISK  FACTORS" BEGINNING ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS
FOR A DESCRIPTION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
 AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
        COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
             PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                        IS A CRIMINAL OFFENSE.

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        The date of this Prospectus Supplement is February 7, 2000.

   On January 28, 2000, a First Supplemental Indenture was entered into by
the Company, Corning and State Street Bank and Trust Company, a
Massachusetts trust company, as trustee under the Indenture dated as of
February 25, 1998 with respect to the 4-7/8% Convertible Subordinated Notes
due 2008 of the Company.  A copy of the First Supplemental Indenture is
attached to this Prospectus Supplement as Exhibit A.
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