1

                               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): March 27, 2006



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



New Jersey                            1-87                 16-0417150
- ----------------------------------------------------------------------
(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))

                                                                2

ITEM 1.01  Entry into a Material Definitive Agreement

On March 27, 2006, the Executive Compensation and Development Committee
(the "Committee") of the Board of Directors of Eastman Kodak Company
(the "Company") approved an Administrative Guide for the 2006
Performance Period under the Executive Compensation for Excellence and
Leadership Plan (the "EXCEL Administrative Guide").  The EXCEL
Administrative Guide sets forth the specific performance goals and
business criteria for the 2006 performance period of the Company's
Executive Compensation for Excellence and Leadership Plan, which is the
Company's short-term variable pay plan.  The measures set by the
Committee for the 2006 performance period are digital revenue and
investable cash flow.

On March 27, 2006, the Committee approved an Administrative Guide for
the 2006-2007 Performance Cycle of the Leadership Stock Program under
Article 7 (Performance Awards) of the 2005 Omnibus Long-Term
Compensation Plan (the "Leadership Stock Administrative Guide").  The
Leadership Stock Administrative Guide sets forth the specific
performance goals and business criteria for the 2006-2007 performance
cycle of the Leadership Stock Program, established under the 2005
Omnibus Long-Term Compensation Plan.  The measure set by the Committee
for the 2006-2007 performance cycle is digital earnings from operations
for the two calendar years of the performance cycle.






                                                                3


                                 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:  March 31, 2006