Sec Form 4 Filing - VANGRAAFEILAND GARY P @ EASTMAN KODAK CO - 2005-02-08

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 VANGRAAFEILAND GARY 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) GC, Senior Vice President (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/08/2005 (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 02/08/2005 F 867 D $ 34.83 ( 7 ) 23,761 ( 1 ) D Common Stock 46.413 I By Trustee of 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) $ 31.3 ( 2 ) 02/14/2004 common stock 5,067 5,067 D Option (right to buy) $ 31.3 ( 2 ) 04/19/2005 common stock 10,000 10,000 D Option (right to buy) $ 31.3 ( 2 ) 03/28/2006 common stock 9,200 9,200 D Option (right to buy) $ 31.3 ( 2 ) 03/12/2007 common stock 414 414 D Option (right to buy) $ 31.3 ( 2 ) 04/03/2007 common stock 9,600 9,600 D Option (right to buy) $ 31.3 ( 2 ) 03/01/2008 common stock 5,000 5,000 D Option (right to buy) $ 31.3 ( 2 ) 03/12/2008 common stock 289 289 D Option (right to buy) $ 31.3 ( 2 ) 04/01/2008 common stock 11,500 11,500 D Option (right to buy) $ 31.3 ( 2 ) 03/11/2009 common stock 593 593 D Option (right to buy) $ 31.3 ( 2 ) 03/31/2009 common stock 11,500 11,500 D Option (right to buy) $ 31.3 ( 2 ) 03/29/2010 common stock 15,333 15,333 D Option (right to buy) $ 31.3 11/16/2004 11/15/2011 common stock 23,000 23,000 D Option (right to buy) $ 36.66 ( 3 ) 11/21/2012 common stock 28,750 28,750 D Option (right to buy) $ 24.49 ( 3 ) 11/18/2010 common stock 14,750 14,750 D Option (right to buy) $ 31.71 ( 3 ) 12/09/2011 Common Stock 14,750 14,750 D Resticted Share Units ( 6 ) ( 4 ) ( 5 ) ( 5 ) common stock 205.55 4,119.45 D Share Units ( 4 ) ( 5 ) ( 5 ) Common Stock 5,802.53 5,802.53 D Resticted Stock Units ( 4 ) ( 5 ) ( 5 ) Common Stock 5,213.799 5,213.799 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VANGRAAFEILAND GARY P 343 STATE STREET ROCHESTER, NY14650 GC, Senior Vice President Signatures Laurence L. Hickey, as attorney-in-fact for Gary P. VanGraafeiland 02/09/2005 Signature of Reporting Person Date

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 the grant. ( 4 )These units convert on a one-to-one basis. ( 5 )This date is not applicable to these units. ( 6 )The restricted award and dividend equivalents are being reported separately to reflect that the award is restricted and the dividend equivalents are not restricted. ( 7 )Payment of withholding taxes.

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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