Sec Form 4 Filing - BENARD MICHAEL P @ EASTMAN KODAK CO - 2005-12-29

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 BENARD 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) Vice President (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/29/2005 (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 132 ( 1 ) D Common Stock 426.368 ( 2 ) I By Trustee of 401(k)

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 ( 4 ) 03/09/2004 common stock 2,067 2,067 D Option (right to buy) $ 31.3 ( 4 ) 11/10/2004 common stock 3,333 3,333 D Option (right to buy) $ 31.3 ( 4 ) 04/19/2005 common stock 6,000 6,000 D Option (right to buy) $ 31.3 ( 4 ) 03/28/2006 common stock 5,040 5,040 D Option (right to buy) $ 31.3 ( 4 ) 03/12/2007 common stock 247 247 D Option (right to buy) $ 31.3 ( 4 ) 04/03/2007 common stock 5,200 5,200 D Option (right to buy) $ 31.3 ( 4 ) 03/01/2008 common stock 5,000 5,000 D Option (right to buy) $ 31.3 ( 4 ) 03/12/2008 common stock 178 178 D Option (right to buy) $ 31.3 ( 4 ) 04/01/2008 common stock 6,300 6,300 D Option (right to buy) $ 31.3 ( 4 ) 03/11/2009 common stock 403 403 D Option (right to buy) $ 31.3 ( 4 ) 03/31/2009 common stock 7,000 7,000 D Option (right to buy) $ 31.3 ( 4 ) 03/29/2010 common stock 9,333 9,333 D Option (right to buy) $ 31.3 11/16/2004 11/15/2011 common stock 15,300 15,300 D Option (right to buy) $ 36.66 ( 3 ) 11/21/2012 common stock 15,300 15,300 D Option (right to buy) $ 24.49 ( 5 ) 11/18/2010 common stock 4,000 4,000 D Option (right to buy) $ 31.71 ( 5 ) 12/09/2011 Common Stock 4,000 4,000 D Resticted Stock Units ( 6 ) 07/15/2005 A 27.616 ( 9 ) ( 7 ) ( 7 ) Common Stock 3,187.494 $ 26.47 3,187.494 D Resticted Stock Units ( 6 ) 12/14/2005 A 32.395 ( 9 ) ( 7 ) ( 7 ) Common Stock 3,219.889 $ 21.79 3,219.889 D Restricted Share Units ( 8 ) ( 6 ) ( 7 ) ( 7 ) common stock 2,685.61 2,685.61 D Share Units ( 6 ) 07/15/2005 A 27.64 ( 9 ) ( 7 ) ( 7 ) Common Stock 3,894.63 $ 26.47 3,894.63 D Share Units ( 6 ) 12/14/2005 A 67.61 ( 9 ) ( 7 ) ( 7 ) Common Stock 3,962.24 $ 21.79 3,962.24 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BENARD MICHAEL P 343 STATE STREET ROCHESTER, NY14650 Vice President Signatures Laurence L. Hickey, as attorney-in-fact for Michael P. Benard 12/29/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares are held by EquiServe as custodian under the Eastman Kodak Shares Program. ( 2 )This amount represents the number of shares in the Eastman Kodak Employee's Savings and Investment Plan for the account of the reporting person. These shares were acquired by the trustee over a period of time at current market prices. These shares were previously reported as units. The number of shares held by each participant fluctuates with the change in stock price, due to the conversion from units to shares. ( 3 )Employee stock option granted under the 2000 Omnibus Long-Term Compensation Plan in a transaction exempt under Rule 16b-3. One-third of these options vest on each of the first three anniversaries of the date of grant. ( 4 )These options have vested. ( 5 )These options vest one-third on each of the first three anniversaries of the date of grant. ( 6 )These units convert on a one-for-one basis. ( 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. ( 9 )These units were credited to the reporting person's account as dividend equivalents.

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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