SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MARCHETTO CARL A (Last) (First) (Middle) 343 STATE STREET (Street) ROCHESTER NY 14650 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 07/15/2004
	4. If Amendment, Date of 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

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								11,174(1)	D
Common Stock								8,621(1)	D

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 Securities Underlying Derivative Security (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: 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)	08/04/2006	common stock	400		400	D
Option (right to buy)	$31.3							(2)	04/03/2007	common stock	1,280		1,280	D
Option (right to buy)	$31.3							(2)	03/12/2008	common stock	96		96	D
Option (right to buy)	$31.3							(2)	03/29/2008	common stock	1,500		1,500	D
Option (right to buy)	$31.3							(2)	04/01/2008	common stock	1,750		1,750	D
Option (right to buy)	$31.3							(2)	07/20/2008	common stock	1,667		1,667	D
Option (right to buy)	$31.3							(2)	03/11/2009	common stock	256		256	D
Option (right to buy)	$31.3							(2)	03/31/2009	common stock	4,751		4,751	D
Option (right to buy)	$31.3							(2)	03/29/2010	common stock	8,067		8,067	D
Option (right to buy)	$31.3							01/12/2004	01/11/2011	common stock	12,667		12,667	D
Option (right to buy)	$31.3							02/09/2004	02/08/2011	common stock	6,667		6,667	D
Option (right to buy)	$31.3							11/16/2004	11/15/2011	common stock	19,600		19,600	D
Option (right to buy)	$36.66							(3)	11/21/2012	common stock	15,750		15,750	D
Option (right to buy)	$24.49							(3)	11/18/2010	common stock	8,100		8,100	D
Restricted Stock Units	(4)							(5)	(5)	common stock	4,350		4,350	D
Stock Units	(4)	07/15/2004		A		44.32(7)		(6)	(6)	common stock	239.6	$25.64	239.6	D

Explanation of Responses:

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-for-one basis.

5. This date is not applicable to resticted units.

6. This date is not applicable to stock units.

7. These units were credited to the reporting person's account as dividend equivalents.

Remarks:

	James M. Quinn, as attorney-in-fact for Carl A. Marchetto	07/19/2004
	** Signature of Reporting Person	Date
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 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).
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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