Sec Form 4 Filing - MORLEY MICHAEL P @ EASTMAN KODAK CO - 2004-05-25

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 MORLEY MICHAEL P 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) CAO, Exec. Vice President (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/25/2004 (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 3,254 D Common Stock 83.687 ( 1 ) I By Trustee in ESOP

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) $ 42.938 ( 2 ) 02/14/2004 common stock 8,800 8,800 D Option (right to buy) $ 46.5 ( 2 ) 06/09/2004 common stock 10,000 10,000 D Option (right to buy) $ 56.313 ( 2 ) 04/19/2005 common stock 19,500 19,500 D Option (right to buy) $ 71.813 ( 2 ) 03/28/2006 common stock 23,000 23,000 D Option (right to buy) $ 90.438 ( 2 ) 03/12/2007 common stock 1,277 1,277 D Option (right to buy) $ 74.313 ( 2 ) 04/03/2007 common stock 25,000 25,000 D Option (right to buy) $ 66.656 ( 2 ) 03/01/2008 common stock 20,000 20,000 D Option (right to buy) $ 61.594 ( 2 ) 03/12/2008 common stock 582 582 D Option (right to buy) $ 65.906 ( 2 ) 04/01/2008 common stock 23,000 23,000 D Option (right to buy) $ 66.75 ( 2 ) 03/11/2009 common stock 1,208 1,208 D Option (right to buy) $ 63.875 ( 2 ) 03/31/2009 common stock 23,000 23,000 D Option (right to buy) $ 75.563 ( 2 ) 10/06/2009 common stock 50,000 50,000 D Option (right to buy) $ 55.1875 ( 2 ) 03/29/2010 common stock 23,000 23,000 D Option (right to buy) $ 39.75 10/24/2004 10/23/2010 common stock 50,000 50,000 D Option (right to buy) $ 29.31 11/16/2004 11/15/2011 common stock 42,000 42,000 D Option (right to buy) $ 36.66 ( 3 ) 11/21/2012 common stock 35,000 35,000 D Option (right to buy) $ 24.49 ( 3 ) 11/18/2010 common stock 14,400 14,400 D Resticted Stock Units ( 4 ) ( 5 ) ( 5 ) common stock 5,891.32 5,891.32 D Stock Units ( 4 ) ( 5 ) ( 5 ) common stock 264.48 264.48 D Resticted Stock Units ( 4 ) ( 5 ) ( 5 ) common stock 5,000 5,000 D Stock Units ( 4 ) ( 5 ) ( 5 ) common stock 221.21 221.21 D Resticted Share Units ( 4 ) ( 5 ) ( 5 ) common stock 5,265 5,265 D Share Units ( 4 ) ( 5 ) ( 5 ) common stock 6,849.48 6,849.48 D Resticted Stock Units ( 4 ) 05/25/2004 F 31.723 ( 5 ) ( 5 ) common stock 31.723 $ 25.9 20,876.12 D Resticted Stock Units ( 4 ) 05/25/2004 F 8.459 ( 5 ) ( 5 ) common stock 8.459 $ 25.9 5,565.17 D Stock Unit ( 4 ) ( 6 ) ( 7 ) Common Stock 9,763 9,763 D Stock Unit ( 4 ) ( 5 ) ( 5 ) Common Stock 141.56 9,621.44 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MORLEY MICHAEL P 343 STATE STREET ROCHESTER, NY14650 CAO, Exec. Vice President Signatures James M. Quinn, as attorney-in-fact for Michael P. Morley 05/25/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amount represents the number of shares in the Kodak Employee Stock Ownership Plan for the account of the reporting person. These shares were acquired by the trustee over a period of time at current market prices. ( 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 these units. ( 6 )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. ( 7 )Deferred awards will be paid out on the date or dates selected by the Issuer.

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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