Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHIH WILLY C
   2. Issuer Name and Ticker or Trading Symbol
EASTMAN KODAK CO [EK] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last)
(First)
(Middle)
343 STATE STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/02/2004
(Street)

ROCHESTER, NY 14650		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/02/2004   F   867 (7) D $ 32.96 20,132 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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) 3A. Deemed Execution Date, if any (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 Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) $ 31.3               (2) 07/09/2007 common stock 5,667   5,667 D  
Option (right to buy) $ 31.3               (2) 10/08/2007 common stock 2,500   2,500 D  
Option (right to buy) $ 31.3               (2) 03/01/2008 common stock 10,000   10,000 D  
Option (right to buy) $ 31.3               (2) 03/12/2008 common stock 69   69 D  
Option (right to buy) $ 31.3               (2) 04/01/2008 common stock 9,000   9,000 D  
Option (right to buy) $ 31.3               (2) 03/11/2009 common stock 564   564 D  
Option (right to buy) $ 31.3               (2) 03/31/2009 common stock 11,500   11,500 D  
Option (right to buy) $ 31.3               (2) 01/02/2010 common stock 5,000   5,000 D  
Option (right to buy) $ 31.3               (2) 03/29/2010 common stock 24,000   24,000 D  
Option (right to buy) $ 31.3             11/16/2004 11/15/2011 common stock 36,400   36,400 D  
Option (right to buy) $ 36.66               (3) 11/21/2012 common stock 36,400   36,400 D  
Option (right to buy) $ 24.49               (3) 11/18/2010 common stock 16,750   16,750 D  
Restricted Share Units (4)               (5)   (5) common stock 5,640   5,640 D  
Share Units (4)               (6)   (6) common stock 7,463.08   7,463.08 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHIH WILLY C
343 STATE STREET
ROCHESTER, NY 14650		       Senior Vice President  

Signatures

 Laurence L. Hickey, as attorney-in-fact for Willy C. Shih   12/03/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Some of these shares are restricted.
(2) These options have vested.
(3) These options vest one-third on each of the first three anniversaries of the date of grant.
(4) These units convert on a one-to-one basis.
(5) This date is not applicable to restricted units.
(6) This date is not applicable to share units.
(7) Payment of withholding taxes

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