Prospectus
Eastman Kodak Shares Program
January 2, 2001


Program Highlights
Build your investment over time, starting with as little as $150

Your investment will continue to grow through automatic reinvestment of
dividends

If you wish, you can easily add to your investment with automatic monthly
payments

Invest up to $120,000 per year

Neither the Securities and Exchange Commission nor any state securities
regulators has approved the common stock discussed in this Prospectus, nor
have they determined whether this Prospectus is accurate or adequate. Any
representation to the contrary is a criminal offense.


Information about Eastman Kodak Company
Kodak is the world's largest manufacturer and marketer of imaging products and
has one of the world's most recognized and respected brand names.

We make photographic films and papers for a wide range of consumer,
entertainment, professional, business, and health-related uses. We develop,
manufacture, and market traditional and digital cameras, photographic plates
and chemicals, processing and audiovisual equipment, as well as document
management products, applications software, printers, and other business
equipment. We also provide photographic processing and repair and maintenance
services.

Kodak products are sold throughout the world.

Eastman Kodak Company is a publicly traded company. Kodak shares are traded on
the New York Stock Exchange. Our ticker symbol is EK.

If you have questions about Eastman Kodak Company, you may contact:
         Coordinator, Shareholder Services
         Eastman Kodak Company
         343 State Street
         Rochester, NY 14650-0205
         716-724-5492


A few words about why we are offering this Shares Program
We designed the Eastman Kodak Shares Program to give investors a way to
systematically build their ownership interest in the Company. It is also
designed to give our customers, suppliers and others a simple and convenient
way to become shareholders of Kodak.
Before you decide to invest in Kodak stock, please read this booklet
carefully. If you do invest, please keep this booklet with your permanent
investment records, since it contains important information about the Program.

If you have questions about the Eastman Kodak Shares Program, please contact
the Program Agent:
         Fleet National Bank
         Eastman Kodak Shares Program
         P.O. Box 43016
         Providence, RI  02940-3016
         800-253-6057


Description of Common Stock
Dividend Rights - Each share of Kodak common stock is entitled to the same
dividend. Dividends are declared by the Board of Directors and paid by Kodak
when the Board of Directors determines.

Voting Rights - Each shareholder is entitled to one vote for each share held.
There are no cumulative voting rights. Shareholders are entitled to vote on
all matters requiring shareholder approval under New Jersey law and Kodak's
Restated Certificate of Incorporation and By-Laws, and to elect the members of
the Board of Directors. Directors are divided into three classes. Each class
has approximately the same number of directors. At each annual meeting of the
shareholders, directors are elected for three (3) years and replace the
directors whose terms have expired.

Liquidation Rights - If the Company is liquidated, shareholders of common
stock are entitled to receive all assets of the Company which remain after the
Company's debts are paid and the holders of preferred stock are paid.

Preemptive Rights - The common stock has no preemptive rights. There are no
provisions for redemption, conversion rights, sinking funds, or liability for
further calls or assessments by Kodak on the common stock.


A Summary of Important Program Features
|X|  Any investor who wishes to make an initial purchase of Kodak stock may do
     so by completing an Enrollment Form and sending a US check or US money
     order (made payable to "EquiServe, L.P.-Kodak") to the Program Agent,
     Fleet National Bank.

|X|  An investor may also enroll in the Program through the Internet. This can
     be done through the Program Agent's website (www.equiserve.com) or
     Kodak's website (www.kodak.com/go/shares).

|X|  If you are not already a registered Kodak shareholder, the initial
     investment must be at least $150 (by check drawn on a US bank in US
     dollars). Additional investments may be made at any time with as little
     as $50 (by check drawn on a US bank in US dollars).

|X|  You may also sign up to purchase shares through an automatic monthly
     transfer of $50 or more from your US bank account.

|X|  Your dividends (or any portion you choose) will be automatically
     reinvested in Kodak stock.

|X|  Each time you invest you will receive a statement that will show you the
     status of your account.

|X|  If you already own shares of Kodak and have certificates for them, you may
     deposit them in the Program.

|X|  The maximum amount you may invest through the Program is $120,000 (in
     US dollars) annually, per account.

|X|  You may sell some or all of your shares through the Program Agent. Or, if
     you prefer to have complete control over the timing and price at which
     you sell, you may withdraw your shares, at no cost to you, and sell them
     through a broker of your choice.

|X|  If you are enrolled in the Program through the Internet, you may sell your
     shares through the Internet.

|X|  See "Costs to the Participant" on page 9.


A Summary of Program Benefits
|X|  You do not need to be a current Kodak shareholder, nor do you need to
     have a broker, in order to participate. Enrolling in the Program is easy.
     The Enrollment Form is designed to guide you through each step and to
     help you set up your account in a way that is best for you.

|X|  You may start with a relatively small investment, which will help you
     diversify your financial assets.

|X|  The automatic monthly investment feature can help you add to your
     investment over time in a systematic fashion.

|X|  Your investment will continue to build through the automatic reinvestment
     of your dividends, until you tell us to stop. Then, your dividends may
     either be mailed to you or deposited directly in your bank account.

|X|  Keeping track of your account and entering into new transactions is also
     easy. The statement includes a form that will help you make additional
     investments, sales, or withdrawals - all of which may also be handled by
     contacting the Program Agent by mail or through the Internet.

|X|  You won't have to worry about your Kodak stock certificates being lost or
     stolen, wonder where they are, or have to deliver them when you want to
     sell.

|X|  The Program offers you flexibility when you decide to sell your shares.


Who May Participate in the Program
All US citizens are eligible to join the Program, whether or not they are
currently shareholders.

Foreign citizens are eligible to participate as long as their participation
would not violate any laws in their home countries.


How to Enroll
You may join the Program at any time by completing an Enrollment Form and
returning it to the Program Agent. Please note that there will be an initial
set-up fee of $10 for all new accounts enrolled in the Program. All fees will
be deducted directly from the amount submitted for investment.

If you are a Kodak shareholder of record (that is, if you own Kodak stock
registered in your name), simply fill out and return the Shareholder
Authorization Form to sign up for reinvestment of dividends. The Shareholder
Authorization Form provides for the purchases of additional shares of common
stock through the options listed below.

It is also possible for any investor or current Kodak shareholder to purchase
Kodak common stock and take full advantage of the Program by using the
Internet. An investor may do this through the Program Agent's website
(www.equiserve.com) or Kodak's website (www.kodak.com/go/shares). All
investors or shareholders participating in the Program through the Internet
will have access to an account summary area to review their Program
transaction history and position summary. This summary may be printed and
retained for record-keeping purposes.

To enroll, choose one of the following options:

Full Dividend Reinvestment - The Program Agent will apply all your dividends
(including dividends on fractional shares) to purchase shares of common stock
and deduct all applicable fees. You may also make additional investments in
the Program.

Partial Dividend Reinvestment - The Program Agent will apply only the portion
of your dividends you designate to purchase shares of common stock and deduct
all applicable fees. The balance will be sent to you. You may also make
additional investments in the Program.

Optional Cash Investment Only - This option permits you to make additional
investments if you decide not to reinvest your dividends.

You may change your reinvestment option at any time by contacting the Program
Agent.
If you do not currently own Kodak stock, or if you wish to establish a
separate account (for example, an account with your spouse or as a custodian
for a minor), fill out the Enrollment Form and return it to the Program Agent.
You must enclose a check (drawn on a US bank in US dollars) or US money order
(made payable to "EquiServe, L.P.- Kodak") for at least $150.

If you own shares of Kodak but they are held in the name of a bank or broker
(that is, in "street name"), ask to have your shares registered in your name.
Once this is done, you may enroll in the Program at any time using the
Shareholder Authorization Form.

Your participation begins immediately when the Program Agent receives the
signed Enrollment Form or Shareholder Authorization Form. Your Enrollment Form
or Shareholder Authorization Form must be received by the Program Agent at
least three (3) business days prior to the record date. Otherwise, the chosen
portion of any dividends may not be reinvested until the following investment
date. A fee equaling 5% of the amount of the shareholder's dividend to be
reinvested, but not exceeding a maximum of $3.00, will be deducted from the
dividend.

Cash and third party checks will not be accepted for optional cash
investments. There will be a $5.00 fee and $0.05 per share commission charge
for all optional cash investments made by check or money order.

If the Program Agent does not receive a payment from your bank for any reason,
the requested purchase will be deemed void, and the Program Agent will
immediately remove from your account any shares purchased in anticipation of
receiving such funds. If the net proceeds from the sale of such shares are
insufficient to satisfy the balance of the uncollected amounts, the Program
Agent may sell additional shares from your account as necessary to satisfy the
uncollected balance.

In addition, an "insufficient funds" fee of $25.00 will be charged. The
Program Agent may sell shares from your account to satisfy any uncollected
amounts.


How Shares Are Purchased and Priced
The Program Agent will buy shares twice each week, on Tuesday and Friday (or
the next business day), on the open market through registered broker dealers
with funds received not less than two (2) business days before the investment
date. Please note that when you use the Internet to invest, your order must be
placed by noon Eastern Time at least seven (7) business days prior to the
investment date in order for the Program Agent to receive the funds in time
for the investment deadline.

The purchase price for your shares will be the weighted average price per
share paid by the Program Agent for all purchases made for the given
investment date for Program participants.

In weeks in which a dividend is paid, investments may occur more than twice a
week.

For automatic monthly purchases, the amount will be withdrawn from your bank
account on the 20th of each month, or the next business day. A $2.00 fee plus
a $0.05 per share commission will be charged for each investment.

For automatic monthly purchases, shares will be purchased on the last Friday
(or the next business day) of the month, if your enrollment material is
received by the last business day of the previous month.

The Program Agent will use your investment, less applicable fees and
commissions, to purchase as many full shares as possible and will use any
amount remaining to purchase a fraction of a share. Funds will not be returned
once submitted to the Program Agent.


Costs to the Participant
         Initial Set-up             $10.00 one-time charge
         Automatic Cash Investment  $2.00 per investment
         Optional Cash Investment   $5.00 per investment
         Purchase Commission        $0.05 per share
         Dividend Reinvestment      5% of the amount reinvested up to a maximum
                                    of $3.00
         Sale Fee                   $15.00 per sale
         Sale Commission            $0.12 per share
         Insufficient Funds         $25.00


Safekeeping of Shares
This Program offers you the convenience of depositing your certificates for
safekeeping. This feature protects against loss, theft, or destruction of
stock certificates. To deposit shares of Kodak stock registered in your name
into your Program account, send them to:
         Fleet National Bank
         Eastman Kodak Shares Program
         P.O. Box 43016
         Providence, RI  02940-3016

DO NOT sign your certificates and, because your stock certificates are
valuable and expensive to replace if lost or stolen, we recommend that you use
Registered Mail, insured for 2% of the market value of the stock.


How to Sell Shares You Acquired Through the Program
You may sell some or all of the shares in your Program account by writing or
contacting the Program Agent. Each account statement you receive will have a
form for this purpose. You may also sell your shares through the Internet at
the Program Agent's website.

The Program Agent will typically process a sale request within five (5)
business days from receipt. Once a sale is submitted to the Program Agent, the
sale cannot be canceled. The sale price for your shares will be the weighted
average price per share received by the Program Agent for all sales made that
day for Program participants. A $15.00 service charge and a brokerage
commission ($.12 per share) will be deducted from the sale proceeds.

Please note that the Program Agent is not able to accept instructions to sell
on a specific day or at a specific price.

If you prefer, you may withdraw shares from the Program, at no cost to you,
and sell them through a broker of your own choosing. Shares will normally be
mailed to you within five (5) business days of receipt of your instructions.

If you sell a portion of your shares, the Program Agent will continue to
reinvest the dividends on the rest of your shares up to the amount originally
authorized by you.


How to Receive a Stock Certificate
Normally, stock certificates for shares purchased for you under the Program
will not be issued, but shares will be registered in the name of the Program
Agent or its nominee and credited to your account. However, you may request a
stock certificate by contacting the Program Agent. There is no charge for this
service. Stock certificates for fractional shares will not be issued.


How to Transfer Some or All of Your Shares
To transfer some or all of your shares to another person or entity, simply
contact the Program Agent for transfer instructions/forms. You will be asked
to send to the Program Agent these completed transfer forms. Your signature on
these forms must be "Medallion Guaranteed" by a financial institution. There
is no charge for this service.


How to Stop Participating in the Program
If you wish to stop reinvesting your dividends, simply contact the Program
Agent. The Program Agent must receive your request at least seven (7) business
days before the dividend payment date.

If you wish to stop automatic monthly investments, contact the Program Agent.
The Program Agent must receive your request at least seven (7) business days
before the withdrawal date for automatic monthly purchases.

If the request to stop participating is received after these dates it will be
processed after the investment has occurred.

If you stop participating in the Program you will have the following options:

Certificates - You may request a stock certificate for all full shares in your
account. Any fractional shares will be converted to cash at the current market
price and you will receive a check for the proceeds of the sale. There is no
charge for this service.

Certificates and Cash - You may request a certificate for any portion
of your full shares and receive a check for the proceeds of the sale of the
remaining full and fractional shares, less a $15.00 fee and brokerage
commissions.

Cash - You may request conversion to cash of all of your full and fractional
shares and receive a check for the proceeds of the sale, less a $15.00 fee and
brokerage commissions.


Arrangements for Meetings of Shareholders
For any shareholder meeting, you will receive a proxy that covers all the
shares you hold. The proxy allows you to indicate how you want your shares to
be voted. Your shares will be voted only as you indicate.


Handling of Stock Splits, Rights Offerings and Other Distributions That Might
Arise
If the Company declares a stock split or stock dividend, we will credit your
account with the appropriate number of shares on the payment date.

In the event of a stock subscription or other offering of rights to
shareholders, you will be entitled to such rights based on the number of
shares credited to your account.


Tax Consequences
All dividends paid to you, whether or not they are reinvested or used to pay
fees and commissions, are considered taxable income to you in the year they
are received. Your reinvested dividends, including any fees or commissions,
then become part of your "cost basis," which you will use in determining your
taxable gain or loss at the time you sell your shares. The total amount of
dividends, fees, and brokerage commissions will be reported to you and to the
Internal Revenue Service shortly after the close of each year.

As required by law, all shares of stock that are sold through the Program
Agent will be reported to the Internal Revenue Service. Any gain or loss,
whether you sell through the Program Agent or through a broker of your own
choosing, should be reported when you file your income tax return.

Be sure to keep your account statements for income tax purposes. If you have
questions about the tax basis of any transactions, please consult your own tax
advisor.

The foregoing is not a comprehensive summary of all of the tax considerations
that may be relevant to a participant in the Program and does not constitute
tax advice. The summary does not reflect every possible outcome that could
result from participation in the Program and does not consider any possible
tax consequences under various state, local, foreign or other tax laws. Each
participant is urged to consult his or her own tax advisor regarding the tax
consequences applicable to his or her particular situation before
participating in the Program or disposing of shares purchased under the
Program.


Dividends
Eastman Kodak Company normally pays dividends four (4) times a year, on the
first business day of January, April, July and October, with record dates on
the first business day of the preceding December, March, June and September.

Although the Program provides for the reinvestment of dividends, the
declaration and payment of dividends will continue to be determined by the
Board of Directors of Kodak in its discretion, depending upon future earnings,
the financial condition of Kodak and other factors. The amount and timing of
dividends may be changed, or the payment of dividends terminated, at any time
without notice.


Program Statements
Each time you sell or purchase shares through the Program, whether by dividend
reinvestment, additional investment or automatic purchases, the Program Agent
will send you a statement showing the status of your account. Each statement
includes a form for additional purchases, sales or withdrawals. You should
retain these statements for income tax purposes.


Changes to the Program
We may add to, modify or discontinue the Program at any time. We will send you
written notice of any significant changes.

Upon discontinuance of the Program, we will return to you any uninvested
funds, issue free of charge a certificate for full shares credited to your
account and pay you in cash for any fractional shares credited to your account
at no charge.


Limitation of Liability
Neither Kodak nor the Program Agent will be liable for any act, or for any
failure to act, as long as they have made good faith efforts to carry out the
terms of the Program, as described in this Prospectus and on the forms that
accompany each investment or activity.

Participants should recognize that neither Kodak nor the Program Agent can
promise a profit or protect against a loss on the common stock purchased under
the Program.


Governing Law
New York State law governs the terms and conditions of this document, the
Enrollment Form, the Shareholder Authorization Form, the Automatic Investment
Form and the account statements.


Additional Information
We must comply with the Securities Exchange Act of 1934, as amended.
Accordingly, we file annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (SEC). You
may read and copy any reports, proxy statements or other information we file
at the SEC's public reference rooms, including its public reference room at
450 Fifth Street, N.W., Washington D.C. Please call the SEC at 800-SEC-0330
for further information on its public reference rooms. You may also access our
SEC filings at the SEC's Internet website (www.sec.gov).

This Prospectus is part of a registration statement on Form S-3 that we filed
with the SEC to register the shares offered under the Program. It does not
repeat important information that you can find in our registration statement,
reports and other documents that we file with the SEC. The SEC allows us to
"incorporate by reference," which means that we can disclose important
information to you by referring you to other documents which are legally
considered to be a part of this Prospectus. These documents are as follows:

1.  Kodak's Annual Report on Form 10-K for the year ended December 31, 1999.

2.  Kodak's Quarterly Reports on Form 10-Q for the quarters ended March 31,
    2000, June 30, 2000 and September 30, 2000.

3.  All documents filed by Kodak under Sections 13(a), 13(c), 14 or 15(d) of
    the Securities Exchange Act of 1934, as amended, after the date of this
    Prospectus and prior to the termination of this offering.

You can get copies of these reports and other documents incorporated by
reference in this Prospectus at no charge by contacting:
         Literature & Marketing Support
         Eastman Kodak Company
         343 State Street
         Rochester, NY 14650-0532
         716-724-2783

As you read the above documents, you may find some differences in information
from one document to another. If you find differences between the documents
and this Prospectus, you should rely on the statements made in the most recent
document.

Our SEC filings are also available from our Internet website at
www.kodak.com/go/shares.

You should rely only on the information contained in this document or
incorporated by reference. We have not authorized anyone to provide you with
information that is different.

After reading the Prospectus, you may contact the Program Agent at
800-253-6057 if you have any questions.


Use of Proceeds
The Company will not receive any proceeds since all shares will be purchased
for the Program in the open market.


Legal Opinion
Mr. Gary P. Van Graafeiland, General Counsel and Senior Vice President of the
Company, has passed upon the validity of the common stock being offered under
this Program.


Experts
We have incorporated our consolidated financial statements in this Prospectus
by reference to our Annual Report on Form 10-K for the year ended December 31,
1999, as amended, in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants. PricewaterhouseCoopers LLP gave this report on its
authority as experts in auditing and accounting.


Website Addresses
The information on Kodak's website, the Program Agent's website, or the SEC's
website is not incorporated by reference into this document and should not be
considered to be part of this document. These website addresses are included
in this document as inactive textual references only.

Program Agent:
         Fleet National Bank
         Eastman Kodak Shares Program
         P.O. Box 43016
         Providence, RI 02940-3016
         800-253-6057
         website address: www.equiserve.com

Eastman Kodak Company NYSE Ticker Symbol: EK

Kodak Internet website address: www.kodak.com

Kodak Investor's Center website address: www.kodak.com/go/shares