Form 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
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1. Name and Address of Reporting Person*                 Stoffel              James               C.	2. Issuer Name and Ticker or Trading Symbol Eastman Kodak Company  ("EK")		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) [_]    Director                  [_]     10% Owner [X]    Officer (give             [_]    Other (specify           title below)                     below) Senior Vice President
(Last)             (First)            (Middle) Eastman Kodak Company        343 State Street	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year February 18, 2003
(Street)          Rochester            New York                          14650		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) [X]  Form filed by One Reporting Person [_] Form filed by More than One Reporting Person
(City)             (State)             (Zip)	Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (mm/dd/yy)	2A. Deemed Execution Date, if any (mm/dd/yy	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction (Instr. 3 and 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instructions 4(b)(v).
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB Number.	(Over) SEC 1474 (9-02)

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1.Title of Derivative Security (Instr.3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/ Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of(D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9.Number of Deriv- ative Secur- ities Bene- ficially Owned Follow- ing Reported Trans- action(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Benefi- cial Owner- ship (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Units

1 for 1

02/18/03

A

5,180.0000

(1)

(2)

Common Stock

5,180.0000

$30.97

5,180.0000

D

Explanation of Responses:

(1)   These units represent restricted stock awarded under the Eastman Kodak Company 2000 Omnibus Long-term Compensation Plan and deferred under that plan as restricted stock units. The restrictions on the grant expire December 31, 2003. The units are entitled to dividend equivalents on each dividend payment date.

(2)    Deferred awards will be paid out on the date or dates selected by the issuer prior to the award as required by the Internal Revenue Service and the Eastman Kodak Company 2000 Omnibus Long-term Compensation Plan.

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	/s/  James M. Quinn, as attorney-in-fact James C. Stoffel **Signature of Reporting Person	February 20, 2003 Date
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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