SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BRUST ROBERT H

(Last)

(First)

(Middle)

343 STATE STREET

(Street)

ROCHESTER

14650

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [ EK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO, Exec. Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/03/2005		F		3,859⁽⁸⁾	D	$32.5	19,977⁽¹⁾	D
Common Stock								1,741.651⁽²⁾	I	By Trustee in 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$65.625							⁽³⁾	01/02/2010	common stock	200,000		200,000	D
Option (right to buy)	$55.188							⁽⁴⁾	03/29/2010	common stock	28,000		28,000	D
Option (right to buy)	$29.31							11/16/2004	11/15/2011	common stock	78,000		78,000	D
Option (right to buy)	$36.66							⁽⁵⁾	11/21/2012	common stock	42,000		42,000	D
Option (right to buy)	$24.49							⁽⁵⁾	11/18/2010	common stock	14,400		14,400	D
Option (right to buy)	$31.71							⁽⁵⁾	12/09/2011	Common Stock	18,000		18,000	D
Restricted Share Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	common stock	5,265		5,265	D
Share Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	7,063.64		7,063.64	D
Stock Unit	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	12,731.48		12,731.48	D

Explanation of Responses:

1. Some of these share are restricted.

2. This amount represents the number of shares in the Eastman Kodak Employee's Savings and Investment Plan for the account of the reporting person. These shares were previously reported as units. The number of shares held by each participant fluctuates with the change in stock price, due to the conversion from units to shares.

3. 140,000 of these options have vested. 30,000 vest on 01/03/04 and the remaining 30,000 vest on 01/03/05.

4. These options have vested.

5. These options vest one-third on each of the first three anniversaries of the date of grant.

6. These units convert on a one-for-one basis.

7. This date is not applicable to these units.

8. Payment of withholding taxes.

Remarks:

	Laurence L. Hickey, as attorney-in-fact for Robert H. Brust	01/04/2005
	** Signature of Reporting Person	Date
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 Number.