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July 16, 2007


Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549


Attention:  Angela Crane, Branch Chief


Regarding:  Eastman Kodak Company
            Form 10-K for the Fiscal Year Ended December 31, 2006
            Filed March 1, 2007
            File No. 001-00087



Please find below the Company's response to the staff's
letter to me dated June 29th, 2007.  If you have any
questions, please call Diane Wilfong, Controller and Chief
Accounting Officer at (585) 781-5650 or Laurence Hickey,
Secretary and Chief Governance Officer at (585) 724-3378.







                              Sincerely,

                              /s/ Frank S. Sklarsky

                              Frank S. Sklarsky








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In connection with its response to the staff's comments, the
Company acknowledges the following:

  -  The Company is responsible for the adequacy and
     accuracy of the disclosure in the filing;

  -  Staff comments or changes to disclosure in response to
     staff comments do not foreclose the Commission from taking
     any action with respect to the filing; and

  -  The Company may not assert staff comments as a defense
     in any proceeding initiated by the Commission or any person
     under the federal securities laws of the United States.


Form 10-K for the Fiscal Year Ended December 31, 2006

Item 7. Management's Discussion and Analysis, page 25

2004-2007 Restructuring Program, page 57


1.  We see that during 2006 and continuing into February
    2007, you have made significant changes to your
    restructuring program.  We note that you have increased
    the range of employment reductions by over 5,000
    employees and increased the range of expected costs by
    approximately $1 billion.  Please revise future filings
    to include additional discussion of the specific facts
    and circumstances leading to the change in your
    restructuring program, including references to the
    additional processes, products, and locations included
    in the modified plan.  Refer to SAB Topic 5-P(4).

The Company increased the range of expected employment
reductions under the 2004-2007 Restructuring Program from a
range of 22,500 to 25,000 positions at the beginning of
2006, to a range of 25,000 to 27,000 positions as of June
2006. The Company subsequently increased the program to a
range of 28,000 to 30,000 positions as of the date of the
filing of the Form 10-K in March 2007.  The range of total
expected charges was increased from a range of $2.7 billion
to $3.0 billion, at the beginning of 2006, to a range of
$3.0 billion to $3.4 billion as of June 2006. The Company
subsequently increased its projection to a range of $3.6
billion to $3.8 billion as of the filing of the Form 10-K in
March 2007.

In future filings, we will provide additional discussion of
the specific facts and circumstances leading to the change
in our 2004-2007 Restructuring Program as follows:

The increase in expected cost is due to the realization that
further reductions are required to achieve the Company's
target cost model.

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The aforementioned 2004-2007 Restructuring Program underpins
a dramatic transformation of the Company focused on two
primary elements of cost restructuring:  manufacturing
infrastructure and operating expense rationalization.  As
this four-year effort has progressed, the underlying
business model necessarily has evolved, requiring broader
and more costly manufacturing infrastructure reductions
(primarily non-cash charges) than originally anticipated, as
well as similarly broader rationalization of selling,
administrative and other business resources (primarily
severance charges).  In addition, the recent divestiture of
the Health Group further increases the amount of reductions
necessary to appropriately scale the Corporate
infrastructure.

Note 1: Significant Accounting Policies, page 83

Goodwill, page 85


2.  We note various disclosures on pages 27, 85, 88, and
    107, that the fair value of reporting units, the
    carrying value of asset groups and fair value of
    embedded derivatives were valued by external appraisals
    and valuations.  While in future filings management may
    elect to take full responsibility for these valuations;
    if you choose to continue to refer to an external
    expert in any capacity, please revise future filings,
    beginning with your next Form 10-Q, to name the
    external valuation firm.  In addition, please note that
    if you intend to incorporate your Form 10-K by
    reference into any registration statement, you will be
    required to include the consent of the external
    valuation firm as an exhibit to the registration
    statement.

The Company notes the staff's comment and will discontinue
the reference to external appraisals and valuations in our
future periodic filings.  Management takes full
responsibility for these valuations.



Note 14: Other Income (charges), Net, page 115

3.  We see that you have recorded the gain on sale of
    capital assets and asset impairment charges as part of
    non-operating income and expense.  Please reclassify
    these within operating activities in future filings, or
    tell us in detail why classification as a non-operating
    activity is appropriate.  Your explanation should
    include a discussion of the nature and material
    components that comprise each amount and why these
    charges do not relate to your operating activities.

The Company currently includes the gain on sale of capital
assets and certain asset impairment charges in "other income
(charges), net," which is a component of "loss from
continuing operations before income taxes."  The Company
notes the staff's comment and will reclassify gains on sale
of capital assets and those asset impairment charges as a
component of "earnings (loss) from continuing operations
before interest, other income (charges), net and income
taxes", beginning with the Form 10-Q for the quarter ended
June 30, 2007.  These items will be reclassified for prior
periods in order to present those financial statements on a
comparative basis.