Sec Form 4 Filing - PETIT HENRI @ EASTMAN KODAK CO - 2003-12-12

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 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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1. Name and Address of Reporting Person PETIT HENRI 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 (MM/DD/YY) 12/12/2003 (Street) ROCHESTER, NY14650 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETIT HENRI 343 STATE STREET ROCHESTER, NY14650 Senior Vice President Signatures James M. Quinn, as attorney-in-fact for Henri Petit 12/16/2003 Signature of Reporting Person Date

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.

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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