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^*

SHIH WILLY C

(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)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2004

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	10/04/2004		F		1,733⁽⁷⁾	D	$33.18	20,999⁽¹⁾	D

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)	$31.3							⁽²⁾	07/09/2007	common stock	5,667		5,667	D
Option (right to buy)	$31.3							⁽²⁾	10/08/2007	common stock	2,500		2,500	D
Option (right to buy)	$31.3							⁽²⁾	03/01/2008	common stock	10,000		10,000	D
Option (right to buy)	$31.3							⁽²⁾	03/12/2008	common stock	69		69	D
Option (right to buy)	$31.3							⁽²⁾	04/01/2008	common stock	9,000		9,000	D
Option (right to buy)	$31.3							⁽²⁾	03/11/2009	common stock	564		564	D
Option (right to buy)	$31.3							⁽²⁾	03/31/2009	common stock	11,500		11,500	D
Option (right to buy)	$31.3							⁽²⁾	01/02/2010	common stock	5,000		5,000	D
Option (right to buy)	$31.3							⁽²⁾	03/29/2010	common stock	24,000		24,000	D
Option (right to buy)	$31.3							11/16/2004	11/15/2011	common stock	36,400		36,400	D
Option (right to buy)	$36.66							⁽³⁾	11/21/2012	common stock	36,400		36,400	D
Option (right to buy)	$24.49							⁽³⁾	11/18/2010	common stock	16,750		16,750	D
Restricted Share Units	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	common stock	5,640		5,640	D
Share Units	⁽⁴⁾							⁽⁶⁾	⁽⁶⁾	common stock	7,463.08		7,463.08	D

Explanation of Responses:

1. Some of these shares are restricted.

2. These options have vested.

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

4. These units convert on a one-to-one basis.

5. This date is not applicable to restricted units.

6. This date is not applicable to share units.

7. Payment of withholding taxes

Remarks:

	Laurence L. Hickey, as attorney-in-fact for Willy C. Shih	10/05/2004
	** 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.
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