8-K

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                               UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 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): December 8, 2004



                              Eastman Kodak Company
               (Exact name of registrant as specified in its charter)



New Jersey                            1-87                 16-0417150
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(State or Other Jurisdiction       (Commission           (IRS Employer
    of Incorporation)             File Number)      Identification No.)


                                343 State Street,
                            Rochester, New York 14650
            (Address of Principal Executive Office) (Zip Code)


      Registrant's telephone number, including area code (585) 724-4000
                                                          -------------


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 Securities
      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))

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ITEM 2.05  Costs Associated with Exit or Disposal Activities

On December 8, 2004, Eastman Kodak Company determined that it will cancel
its program to market an automatic film processing station it was
developing based on technologies acquired from Austin, Texas-based Applied
Science Fiction in May 2003.  The action is expected to be completed by
March 31, 2005.

In conjunction with the program cancellation, the Company will pay
approximately $3 million in severance costs to employees and will incur
other exit costs amounting to approximately $8 million.  In addition, the
Company will record asset impairment charges of approximately $3 million
for capital assets, approximately $11 million for intangible assets, and
approximately $16 million for goodwill.  In addition, the Company will
record a charge in cost of goods sold for the write-off of inventory
amounting to approximately $4 million.  The total charges related to the
program cancellation amount to $45 million.  The severance and other exit
costs require the outlay of cash, while the charges related to inventory,
capital assets, intangible assets, and goodwill represent non-cash charges.

A copy of the December 13, 2004 press release related to this action is
attached as Exhibit (99.1).


ITEM 9.01  Financial Statements and Exhibits

(c) Exhibit

(99.1)  Eastman Kodak Company press release dated December 13, 2004
        regarding this action.

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                                 SIGNATURE


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 hereunto duly authorized.



                                             EASTMAN KODAK COMPANY



                                             By: /s/ Richard G. Brown, Jr.
                                             -----------------------------
                                             Richard G. Brown, Jr.
                                             Controller

Date:  December 13, 2004

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                           EASTMAN KODAK COMPANY
                             INDEX TO EXHIBIT

Exhibit No.

(99.1)  Eastman Kodak Company press release dated December 13, 2004.

EX-99

                                              Exhibit (99.1)

EASTMAN KODAK COMPANY

Kodak Will Not Commercialize Film Processing Station

Changing Market Conditions, Plus Growth of Digital Printing
Strategy Cited

Rochester, N.Y., Dec. 13 - Eastman Kodak Company today said
it would cancel its program to market an automatic film
processing station, a self-service device it was developing
based on technologies acquired from Austin, Texas-based
Applied Science Fiction in May 2003.
     "The technology performed satisfactorily, but the
market opportunity we foresaw at the time of acquisition has
diminished due to the continuing decline in film processing
as well as the rapid growth of our digital printing
strategy," said Patrick D. King, general manager of Kodak's
Consumer Output business within its Digital & Film Imaging
Systems group and a Kodak vice president. "Introducing
additional film processing capacity into this market does
not represent the best use of resources for Kodak or its
retailers."
   As the company said in October, the rapid growth of
digital cameras will result in a projected decline of up to
30% in the consumer film market in the U.S. and 20%
worldwide in 2005.  Consultations with prospective customers
to determine the market and profit potential for its new
technology led Kodak to conclude the opportunity was greatly
diminished.
   "This decision is consistent with our focus to invest in
digital imaging solutions in consumer digital printing and
to invest in opportunities that present attractive returns,"
said King.  Kodak will continue to support and market the
Digital ICE photo enhancement software suite also acquired
from Applied Science Fiction.
   Kodak will take a charge of $45 million for costs
associated with the cancellation of the program.

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About Eastman Kodak Company and infoimaging

Kodak is the leader in helping people take, share, print and
view images - for memories, for information, for
entertainment.  The company is a major participant in
infoimaging, a $385 billion industry composed of devices
(digital cameras and flat-panel displays), infrastructure
(online networks and delivery systems for images) and
services & media (software, film and paper enabling people
to access, analyze and print images).  With sales of $12.9
billion in 2003, the company comprises several businesses:
Health, supplying the healthcare industry with traditional
and digital image capture and output products and services;
Graphic Communications Group, offering on-demand color
printing and networking publishing systems consisting of
three wholly owned subsidiaries:  Encad, Inc., NexPress
Solutions, and Kodak Versamark; Commercial Imaging, offering
image capture, output and storage products and services to
businesses and government; Display & Components, which
designs and manufactures state-of-the-art organic light-
emitting diode displays as well as other specialty
materials, and delivers imaging sensors to original
equipment manufacturers; and Digital & Film Imaging Systems,
providing consumers, professionals and cinematographers with
digital and traditional products and services.