SC TO-I/A

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    As filed with the Securities and Exchange Commission on February 19, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                   SCHEDULE TO
             Tender Offer Statement under Section 14(d)(1) or 13(e)
                     Of the Securities Exchange Act of 1934
                                (AMENDMENT NO. 5)
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                              EASTMAN KODAK COMPANY
                      (Name of Subject Company - - Issuer)

                              EASTMAN KODAK COMPANY
                       (Name of Filing Person - - Offeror)

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          OPTIONS TO PURCHASE COMMON STOCK, PAR VALUE $2.50 PER SHARE,
   ISSUED UNDER THE EASTMAN KODAK COMPANY 1990 OMNIBUS LONG-TERM COMPENSATION
  PLAN, THE EASTMAN KODAK COMPANY 1995 OMNIBUS LONG-TERM COMPENSATION PLAN, THE
 KODAK STOCK OPTION PLAN, THE WAGE DIVIDEND PLAN AND THE 2000 OMNIBUS LONG-TERM
                                COMPENSATION PLAN
                         (Title of Class of Securities)

                     ---------------------------------------

                                  JOYCE P. HAAG
                                    SECRETARY
                               LAURENCE L. HICKEY
                               ASSISTANT SECRETARY
                              EASTMAN KODAK COMPANY
                        ROCHESTER, NEW YORK 14650 - 0218
                             TELEPHONE: 585-724-4368
                             FACSIMILE: 585-724-9549
       (Name,address and telephone number of person authorized to receive
             notices and communications on behalf of Filing Person)

                     ---------------------------------------

                                   COPIES TO:
                              Deborah McLean Quinn
                                Nixon Peabody LLP
                           Clinton Square, Suite 1300
                            Rochester, New York 14604
                                  585-263-1307
                             Facsimile: 585-263-1600


CHECK THE APPROPRIATE BOXES BELOW TO DESIGNATE ANY TRANSACTIONS TO WHICH THE
STATEMENT RELATES:

/  /     Third-party tender offer subject to Rule 14d-1.
/X /     Issuer tender offer subject to Rule 13e-4.
/  /     Going-private transaction subject to Rule 13e-3.
/  /     Amendment to Schedule 13D under Rule 13d-2.

CHECK THE FOLLOWING BOX IF THE FILING IS A FINAL AMENDMENT REPORTING THE RESULTS
OF THE TENDER OFFER: / /

         This Amendment No. 5 amends and supplements the Tender Offer Statement
of Eastman Kodak Company ("Kodak") on Schedule TO, filed with the Securities and
Exchange Commission on January 18, 2002) and amended by Amendment Nos. 1, 2, 3
and 4 (the "Tender Offer Statement"), relating to the offer by Kodak to exchange
outstanding employee stock options to purchase common stock, par value $2.50 per
share, issued under the Eastman Kodak Company 1990 Omnibus Long-Term
Compensation Plan, the Eastman Kodak Company 1995 Omnibus Long-Term Compensation
Plan, the Kodak Stock Option Plan, the Wage Dividend Plan and the 2000 Omnibus
Long-Term Compensation Plan, upon the terms and subject to the conditions set
forth in the Offer to Exchange, dated January 28, 2002, as amended hereby.

         The Offer is amended to add as an exhibit an e-mail message reminding
eligible employees of the approaching Expiration Date of the Offer.


Item 12. EXHIBITS.

         Item 12 to Kodak's Schedule TO is hereby amended to add the following
Exhibit, which is filed with this Amendment No. 5 to Schedule TO:

                  99.14 (a)(1) Form of e-mail message sent by Kodak to Eligible
           Employees on February 18, 2002.

                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information in this Amendment No. 5 to Schedule TO is true, complete
and correct.

                                             EASTMAN KODAK COMPANY

                                             By:  /s/ Joyce P. Haag
                                                 ------------------------------
                                                  Joyce P. Haag
                                                  Secretary

EX-99

                                                                   Exhibit 99.14

Form of e-mail sent to Eligible Employees on February 18, 2001

Sent by:  WW Total Compensation

To:
cc:
Subject:  Last week to elect to participate in the Stock Option Exchange Program

Message Content:

If you wish to participate in the Stock Option Exchange Program, this Friday is
the deadline for making an election. If you do not make an election prior to the
close of the election period - 11:59 p.m. Eastern Time (U.S.) on February 22,
2002 - you will not be allowed to participate in the program.

Due to the short amount of time remaining, if you want to participate in the
program, we strongly recommend that you use the Stock Option Exchange web site
or Fax. If you mail your election form this week, there is no guarantee that
your form will be received by February 22. Remember, it is date received at
Kodak, not the postmark date.

      Election forms received after February 22 will NOT be accepted!

Questions? If you have questions, be sure to call the Hotline before 5:00 p.m.
Eastern Time (U.S.) on February 22. Representatives will not be available after
that time.
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 Remember, if you do NOT want to participate in the program, you do not need to
make an election. No response from you will mean that your current options
remain in effect under the original terms and conditions of those options.
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