EASTMAN KODAK CO — Director's Dealing 2004

Feb 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EASTMAN KODAK CO (EK)
CIK: 0000031235
Period of Report: 2004-02-17

Reporting Person: PEREZ ANTONIO M (President, COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-17	Stock Unit	$	A	16474	Acquired		Common Stock (16474)	Direct
2004-02-17	Stock Unit	$	F	238.87	Disposed		Common Stock (238.87)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$30.96	2013-04-01	common stock (500000)	500000	Direct
Option (right to buy)	$24.49	2010-11-18	common stock (51500)	51500	Direct
Resticted Stock Units	$		common stock (50000)	50000	Direct
Stock Units	$		common stock (517.81)	517.81	Direct

Footnotes

F1: The restrictions on one-half of these shares lapse on the third anniversary of the date of grant, and on the balance of the shares on the fifth anniversary.

F2: Employee stock option granted under the 1997 Stock Option Plan in a transaction exempt under Rule 16b-3. One-half of the options vest on the second anniversary of the date of grant; the balance vest on the fifth anniversary.

F3: These optons vest one-third on each of the first three anniversaries of the date of grant.

F4: These units convert on a one-to-one basis.

F5: This date is not applicable to these units.

F6: The restricted award and dividend equivalents are being reported separately to reflect that the award is restricted and the dividend equivalents are not restricted.

F7: These units represent stock awarded under the Eastman Kodak Company 2000 Omnibus Long-Term Compensation Plan and deferred under that Plan as stock units. The units are entitled to dividend equivalents on each dividend payment date.

F8: Deferred awards will be paid out on the date or dates selected by the Issuer.

F9: Payment of FICA taxes