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* PETIT HENRI (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) 12/12/2003
	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								9,441(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							08/26/2006	11/26/2011	common stock	10,000		10,000	D
Option (right to buy)	$31.3							08/26/2006	11/26/2011	common stock	8,400		8,400	D
Option (right to buy)	$31.3							08/26/2006	11/26/2011	common stock	9,200		9,200	D
Option (right to buy)	$31.3							08/26/2006	11/26/2011	common stock	8,067		8,067	D
Option (right to buy)	$31.3							08/26/2006	11/26/2011	common stock	2,500		2,500	D
Option (right to buy)	$31.3							08/26/2006	02/25/2012	common stock	10,500		10,500	D
Option (right to buy)	$31.3							08/26/2006	02/25/2012	common stock	11,500		11,500	D
Option (right to buy)	$31.3							08/26/2006	02/25/2012	common stock	15,333		15,333	D
Option (right to buy)	$31.3							08/26/2006	02/25/2012	common stock	23,000		23,000	D
Option (right to buy)	$36.66							11/22/2006	05/21/2012	common stock	23,000		23,000	D
Option (right to buy)	$30.84							05/05/2007	11/04/2012	common stock	10,000		10,000	D
Option (right to buy)	$24.49							(2)	11/18/2010	common stock	11,800		11,800	D
Restricted Stock Units	(3)	12/12/2003		J	V	86.328(6)		(4)	(4)	common stock	86.328	$23.79	8,301.27	D
Resticted Stock Units(8)	(3)							(5)	(5)	common stock	2,165		2,165	D
Stock Units	(3)	12/12/2003		J	V	52.16(6)		(7)	(7)	common stock	52.16	$23.79	2,850.77	D

Explanation of Responses:

1. Some of these shares are restricted.

2. These options vest one-third on each of the first three anniversaries of the date of grant.

3. These units convert on a one-to-one basis.

4. These units were granted on 02/09/96; the restrictions lapse on the participant's 60th birthday.

5. These units were granted on 01/16/01; the restrictions lapse on 01/16/05.

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

7. This date is not applicable to these units

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

Remarks:

	James M. Quinn, as attorney-in-fact for Henri Petit	12/16/2003
	** 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).
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