[Kodak Logo]




                                                           November 21, 2007

VIA Overnight Mail

Hanna T. Teshome, Esq.
Special Counsel, Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3720

Re:	Eastman Kodak Company
	Definitive schedule 14A
	Filed March 30, 2007
	File No. 001-00087

Dear Ms. Teshome:

	This letter responds to your letter of September 26, 2007
regarding the above referenced Proxy Statement filed on Form 14A on
March 30, 2007 (the "Proxy Statement") by Eastman Kodak Company (the
"Company").  Each of your comments is set forth in bold below, followed
by our response.  Each of our responses discusses the nature of our
programs, indicates where we believe certain information requested may
have been described, and states how we will enhance our disclosure in
future filings.  Page references refer to the Proxy Statement.

Summary/Introduction, page 32

1.	While we note the peer group companies you reviewed for purposes
of your long-term equity practices, the peer groups reviewed for other
elements of compensation is unclear.  Please identify all of the companies
against which you benchmark your compensation.  For example, either
identify the companies included in the two national non-industry specific
surveys used to establish compensation or tell us in your response why you
believe your review of such surveys does not constitute benchmarking.
In doing so, please indicate in your disclosure on page 33 that the
committee's consultant provided information regarding the market
competitiveness of each element of total direct compensation for each
named executive officer.  Refer to Item 402(b)(2)(xiv) of Regulation S-K.

Our Compensation Committee (the "Committee") did use benchmarking data
to target the aggregate "total direct compensation" for each Named
Executive Officer in 2006 as disclosed on page 33.  To assist the Committee
in their review of our Named Executive Officer's "total direct compensation,"



Laurence L. Hickey, Secretary and Chief Governance Officer
EASTMAN KODAK COMPANY * 343 STATE STREET * ROCHESTER, NEW YORK 14650-0218
TEL (585) 724-3378 * FAX (585) 724-9549, e-mail: laurence.hickey@kodak.com

                                                                       

the Committee's consultant provided information regarding the market
competitiveness of the aggregate, as well as each individual element of,
"total direct compensation" for each Named Executive Officer.

As further described on page 33, in 2006, the Committee targeted the
"median of compensation paid to executives in similar positions with similar
responsibilities, as identified by two national non-industry specific surveys
recommended by the Committee's independent compensation consultant, using
companies with gross revenues similar to Kodak."  The surveys used by the
Committee's consultant to obtain market competitive data were the 2006
Towers Perrin Executive Compensation Survey and the 2006 Hewitt Executive
Compensation Survey.  Based on these surveys, the Committee's consultant
developed a range of target compensation paid by companies with revenues
similar to Kodak to executives with similar positions and responsibilities.
On average, over fifty companies in each survey were identified as having
revenues similar to Kodak. The Committee did not review the specific companies
identified.  As a consequence, we believe that disclosure of the actual
companies used to develop the benchmarking data is not material to
understanding the Committee's process in setting our Named Executive
Officers' total direct compensation in 2006.

In future filings, we will provide additional information summarizing the
composition of the companies that generate the range of target compensation
that our Committee evaluates (for example, the number of companies and other
descriptive information).  To the extent applicable, we will also clarify in
future filings if the Committee's consultant provides information regarding the
market competitiveness of each Named Executive Officer's aggregate total direct
compensation, as well as each element of total direct compensation.

2.	The Compensation Discussion and Analysis should be sufficiently
precise to identify material differences in compensation policies with
respect to individual named executive officers.  Refer to Section II.B.1
of Commission Release No. 33-8732A.  We note the disparity between your
chief executive officer's compensation and that of the other named executive
officers.  Please provide a more detailed discussion of how and why your
chief executive officer's compensation differs from that of the other named
executive officers.

The Company's compensation program differentiates between our Named
Executive Officers based in part upon job responsibility as discussed on
page 33.  The level of an executive's base salary, target annual variable
pay and target long-term variable equity incentive compensation is based on
relative responsibility within the Company and competitive market data.
One of the principle objectives of our compensation program is to have a
positive correlation between responsibility and long-term and at-risk
compensation, reflecting the individual's opportunity to influence the
Company's financial performance.  Therefore, the greater an executive's
job responsibility, the more the executive's total direct compensation
consists of long-term and at-risk compensation.  The scope and
responsibilities of Mr. Perez as CEO significantly exceed the scope and
responsibilities of other Named Executive Officers.  As a consequence,
the elements of total direct compensation are significantly greater
than those of our other Named Executive Officers.

                                                                        

As discussed on page 47 in the narrative accompanying the Summary
Compensation Table, the Company entered into an Employment Agreement
with Mr. Perez on March 3, 2003, as amended May 10, 2005 and
February 27, 2007.  Under this agreement, Mr. Perez is entitled to
an enhanced pension benefit which was further described on page 60.
Under his agreement, he also received a grant of long-term equity
incentive compensation in connection with his employment and subsequent
promotion to CEO as set forth in the Outstanding Equity Awards at 2006
Fiscal Year-End Table.  These, along with Mr. Perez's greater job
responsibilities, were the primary drivers for the difference between
Mr. Perez's total compensation and that of other Named Executive Officers.

In future filings, we will discuss any material factors contributing to
variations in amounts reported for Named Executive Officers.

Total Direct Compensation, page 33

3.	You provide little discussion and analysis of the effect of
individual performance on incentive compensation despite disclosure
suggesting it is a significant factor considered by the compensation
committee.  Please provide sufficient analysis of how individual
performance contributed to actual compensation for the named executive
officers.  For example, disclose the elements of individual performance,
both quantitative and qualitative, and specific contributions the
compensation committee considered in its evaluation, and if applicable,
how you weighted and factored them into specific compensation decisions.
Please refer to Item 402(b)(2)(vii) of Regulation S-K.

As disclosed on page 34, the amount of a Named Executive Officer's annual
incentive variable pay is primarily affected by the Company's performance
against the two performance metrics disclosed on page 34, as well as
baseline metrics that are based on a wide variety of factors as disclosed
on page 35.  The Company's performance against these metrics is evaluated
by the Committee at the end of the year to determine the corporate
funding pool percentage.  As disclosed on page 35, for the 2006 performance
year, the Company failed to achieve one of its two primary Company
performance metrics (i.e., digital revenue growth), and bonuses awarded
in 2006 were based on the Committee's evaluation of the Company's performance
against the baseline metrics and the Committee's decision to reinforce
management's decision to give priority to digital margin growth over
digital revenue growth in Kodak's digital capture business.  Adjustments
made in 2006 to the corporate funding pool percentage for individual
Named Executive Officers is described on page 49 under the heading "Bonus
Payments for 2006 Performance."

Although individual performance is designed to be an important factor in
determining both the number of Leadership Stock shares granted and earned
by our Named Executive Officers, in 2006, the number of awards granted
and earned were not significantly affected by individual performance
measures because of the Company's goal of closing the long-term incentive
compensation gap as described on page 36 and the Company's failure to
achieve the Company performance target for the 2005-2006 performance cycle
as described on page 37.

                                                                        

In future filings, we will include a concise discussion of the key
considerations of individual performance in determining incentive
compensation.

Annual Variable Pay Plan, page 34

4.	Please include a discussion of policies that you will apply on a
going-forward basis.  While your disclosure indicates that the compensation
committee reviews and finalizes performance metric targets and baseline
metrics in the first 90 days of each year, it does not appear that you have
provided the disclosure required by Item 402(b) for your 2007 fiscal year.
Please provide the disclosure required by Item 402(b) as appropriate with
respect to compensation policies, plans or arrangements for your 2007 fiscal
year.  See the text of Securities Act Release 33-8732A, marked by
footnote 86.

The Company understands that any actions that occurred after the fiscal
year-end that affected 2006 compensation or that are material to an
understanding of 2006 should be discussed.  Disclosure of 2007 targets
and baseline metrics under the Company's annual variable pay plan is
not material to an understanding of our Named Executive Officers'
compensation for 2006 or otherwise material in the context of the CD&A.
Although the actual performance targets may vary from year-to-year, the
setting of targets and baseline metrics for 2007 was done using the same
process described for 2006 on page 34.  In future filings we will continue
to assess whether any post-fiscal year compensation decisions are material
to an understanding of Kodak's compensation arrangements for the current
fiscal year.

Bonuses Awarded for 2006 Performance, page 35

5.	Your disclosure indicates that the committee refers to
"performance metric targets" and "baseline metrics" in calculating annual
variable pay.  Please revise your disclosure to identify the baseline metrics
that you considered in establishing compensation.  To the extent you believe
that disclosure of this information is not required because it would result
in competitive harm such that you may exclude information under Instruction
4 to Item 402(b) of Regulation S-K, please provide us with detailed
supplemental analysis supporting your conclusion and discuss in your
disclosure how difficult it would be for the named executive officers to
meet those goals or how likely it will be for you to achieve the target
levels or other factors, provide as much detail as necessary without providing
information that would result in competitive harm.  Provide insight into the
factors considered by the compensation committee prior to the awarding of
performance-based compensation.

Our disclosure describing the Company's annual variable pay plan describes
the baseline metrics established for the 2006 plan year.  Specifically,
on page 35, we list the six baseline metrics established for 2006 and
describe the Company's performance against these metrics.  As shown below,
four of these baseline metrics are quantitative and two are qualitative.
In several instances, we

                                                                        

provided the actual goal for a specific quantitative metric.  Where a
specific goal was not stated for a quantitative metric, we provided
information that placed Kodak's performance against the goal.  With respect
to qualitative metrics, we provided information regarding the criteria against
which performance was measured.  The performance goals and criteria for each
of the 2006 baseline metrics are as follows:

    Quantitative Metrics

       * Drive SG&A Model.  Our goal was to reach an SG&A (Selling, General &
         Administrative Expenses) rate of 17.7% of sales.
       * Inventory Reductions.  Our goal was to reduce our inventory by $200
         million.
       * Restructure Health Group.  Our goal was to successfully conclude this
         repositioning.
       * Deliver Graphic Communication Group synergies.  Our goal was to
         achieve savings of $85 million.

    Qualitative Metrics

       * Implement Go-to-market Strategies Across Consumer Digital Imaging
         Group and Film Products Group.  Progress was measured by reviewing
         changes made to regional and country marketing and sales structures to
         improve the efficiency and effectiveness with which retailers are
         served around the world.
       * Advance the Traditional Restructuring Plan.  Progress was measured by
         the Company's manufacturing and footprint reductions.

In future filings, we will be more precise in our discussion of the
baseline metrics that may be established by the Committee.  To the extent
the Committee establishes quantitative baseline metrics, we will disclose the
metric, the target and the results achieved by the Company in future filings.

Long-term Variable Equity Incentive Compensation, page 36

6.	Please analyze how you determined the amount of the awards
under the stock option program, the leadership stock program and the
executive performance share program.  Provide a more focused discussion
that not only sets forth the amount of compensation awarded but also
provides substantive analysis and insight into how the committee determined
the specific payout amounts.  Please provide a complete analysis of the
extent to which target or maximum levels of performance goals were achieved
and how achievement of the various corporate financial, strategic, and
operational objectives and individual goals resulted in specific payouts
under each element.  From an overall standpoint, please ensure that the
disclosure you provide under paragraph (b) of Item 402 of Regulation S-K
contains appropriate analysis of the specific factors considered by the
committee in ultimately approving particular pieces of each named executive
officers' compensation package and that you describe the reasons why the
committee believes that the amounts paid to each named executive officer
are appropriate in light of the various

                                                                        

items it considered in making specific compensation decisions.  Refer to
Item 402(b)(1)(v) of Regulation S-K.

The information contained on pages 36 through 39 provides information
regarding how the Committee determined the size of options and Leadership
Stock granted and earned, as applicable, in 2006.  The number of options
granted in 2006 and the number of performance shares granted under the
2007 Leadership Stock performance cycle were driven by the need for
long-term incentive compensation gap closure as described on page 36.
The amount of performance shares granted for the 2006-2007 Leadership Stock
performance cycle was also driven by a desire to increase the relative
portion of long-term variable equity compensation as described on page 38.
Certain executives received an upward adjustment of the number of performance
shares granted based on a recommendation by our CEO related to a Relative
Leadership Assessment as described on page 52.

At the time our Proxy Statement was filed, the number of performance shares
earned under the 2006-2007 and 2007 Leadership Stock performance cycles
was unknown and could not be disclosed.  Information provided on page 37
discloses that no shares were earned under the 2005-2006 Leadership Stock
performance cycle.  With respect to the 2006 Executive Performance Share
Program, page 38 describes the number of awards granted and earned based on
the performance criteria established by the Committee.

In future filings, where applicable, we will discuss any material goals
and factors that were considered by the Committee in determining both the
size of the awards and the specific payout amounts earned by our Named
Executive Officers.

7.	While we note that you do not have a set policy for determining
the mix of the form of long-term variable equity incentives, please disclose
how you determined the allocation between stock options and performance stock
units for 2006.  Please refer to Item 402(b)(1)(v) and 402(b)(2)(ii) and
(iv) of Regulation S-K.

As described on page 36, with respect to the options granted in 2006
and the  Leadership Stock to be awarded for the 2007 performance cycle, our
Named Executive Officers received one-half of the value of long-term variable
equity incentives in the form of stock options and one-half in the form of
Leadership Stock.  The Committee used the same allocation in December of 2005
to determine the number of options granted for 2005 and the number of
Leadership Stock awarded for the 2006-2007 performance cycle.  The Committee's
decision to approve this mix of long-term variable equity incentives was based
on historical practices of the Company and its objective to "balance a focus on
stock price appreciation and the achievement of strategic business goals."

In future filings, to the extent applicable, we will discuss any policies
the Committee may adopt that determines the mix of long-term variable equity
incentives.

                                                                        

Termination and Change-in-Control Arrangements, page 63

8.	Please describe and explain how the appropriate payment and benefit
levels are determined under the various circumstances that trigger payments
or provision of benefits upon termination or a change in control  See Items
402(b)(1)(v) and 402(j)(3) of Regulation S-K.  Please disclose how these
arrangements fit into your overall compensation objectives and affect the
decisions you made regarding other compensation elements and the rationale
for decisions made in connection with these arrangements.

The Committee considers a Named Executive Officer's position and
responsibilities when approving individual severance arrangements as well
as benefits offered under the Executive Protection Plan as described on
page 41. When determining the appropriate payment and benefit levels for
individual severance arrangements with our Named Executive Officers, the
Committee has generally applied pre-established guidelines.  Under these
guidelines, our Named Executive Officers may be eligible to receive a
severance allowance equal to 1 to 2 times their target cash compensation
depending on their length of service and circumstances surrounding their
departure.  In addition to following these guidelines, the Committee also
considered the Company's digital transformation process when it approved
hiring or promotion agreements in 2006 providing for severance arrangements
as further described on page 41.  While the Committee considers severance
and change in control plans on a periodic basis to assess the Company's ability
to attract and retain executives, these arrangements did not affect decisions
made regarding other elements of compensation.

In future filings, to the extent applicable, we will provide information on
the guidelines the Committee applies when approving severance arrangements
with our Named Executive Officers.  In addition, to the extent applicable, we
will disclose any relationship between decisions on such arrangements and
decisions regarding other compensation elements.

                                    * * *

    As requested in your comment letter, we acknowledge that:
       * the Company is responsible for the adequacy and accuracy of the
         disclosure in the filing;
       * staff comments or changes to disclosure in response to 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.

                                                                        

	We appreciate your comments as we seek to enhance our compliance and
overall disclosure under the new executive compensation disclosure rules.
If you would like to discuss any of our responses in this letter, please
contact me at 585-724-3378.

							Sincerely,



							/s/ Laurence L. Hickey
							Laurence L. Hickey




cc:    Antonio M. Perez
       Timothy M. Donahue
       Frank S. Sklarsky
       Joyce P. Haag
       Robert L. Berman
       Ronald O. Mueller, Gibson, Dunn & Crutcher LLP