SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Motte Godefroy AFE

(Last)

(First)

(Middle)

200 S. WILCOX DRIVE

(Street)

KINGSPORT

37660

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2011

3. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [ EMN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chf. Reg. & Sus. Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,597	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Appreciation Rights	11/01/2008	10/31/2015	Common Stock	4,000	$53.51	D
Stock Appreciation Right	10/31/2009	10/30/2016	Common Stock	8,200	$60.92	D
Stock Appreciation Right	10/30/2010	10/29/2017	Common Stock	4,800	$66.15	D
Stock Appreciation Right	10/28/2009⁽¹⁾	10/27/2018	Common Stock	4,800	$36.6	D
Stock Appreciation Right	10/27/2010⁽²⁾	10/26/2019	Common Stock	4,500	$55.63	D
Stock Appreciation Right	11/02/2011⁽³⁾	11/01/2020	Common Stock	3,400	$79.68	D
Restricted Stock Units	01/01/2013	01/01/2013	Common Stock	1,980	⁽⁴⁾	D
Restricted Stock Units	01/01/2014	01/01/2014	Common Stock	5,730	⁽⁴⁾	D

Explanation of Responses:

1. One-third of the stock appreciation right became exercisable on each of October 28, 2009 and October 28, 2010 and one-third becomes exercisable on October 28, 2011.

2. One-third of the stock appreciation right became exercisable on October 27, 2010 and one-third becomes exercisable on each of October 27, 2011 and October 27, 2012.

3. One-third of the stock appreciation right becomes exercisable on each of November 2, 2011, November 2, 2012, and November 2, 2013.

4. Each restricted stock unit represents a contingent right to receive one share of issuer common stock.

Remarks:

Exhibit 24 - Power of Attorney

	Brian L. Henry by Power of Attorney	01/11/2011
	** 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 5 (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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