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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * SMITH- PILKINGTON KAREN A   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 (Month/Day/Year) 12/29/2005 (Street) ROCHESTER, NY 14650 4. If Amendment, Date 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 (City) (State) (Zip) 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               15,308 (1) D   Common Stock               23.282 (2) I By Trustee in ESOP

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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 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

08/26/2002

03/28/2006

common stock

1,936

1,936

D

Option (right to buy)

$ 31.3

08/26/2002

04/03/2007

common stock

1,920

1,920

D

Option (right to buy)

$ 31.3

08/26/2002

03/06/2008

common stock

2,250

2,250

D

Option (right to buy)

$ 31.3

08/26/2002

03/12/2008

common stock

93

93

D

Option (right to buy)

$ 31.3

08/26/2002

04/01/2008

common stock

2,200

2,200

D

Option (right to buy)

$ 31.3

08/26/2002

02/11/2009

common stock

2,501

2,501

D

Option (right to buy)

$ 31.3

08/26/2002

03/11/2009

common stock

249

249

D

Option (right to buy)

$ 31.3

08/26/2002

03/31/2009

common stock

4,251

4,251

D

Option (right to buy)

$ 31.3

08/26/2002

03/29/2010

common stock

8,667

8,667

D

Option (right to buy)

$ 31.3

08/26/2002

01/11/2011

common stock

11,000

11,000

D

Option (right to buy)

$ 31.3

11/16/2002

11/15/2011

common stock

13,800

13,800

D

Option (right to buy)

$ 26.86

(3)

10/09/2012

common stock

10,000

10,000

D

Option (right to buy)

$ 36.66

(3)

11/21/2012

common stock

21,000

21,000

D

Option (right to buy)

$ 24.49

(3)

11/18/2010

common stock

10,800

10,800

D

Option (right to buy)

$ 31.71

(3)

12/09/2011

Common Stock

10,800

10,800

D

Resticted Stock Units

(4)

(5)

(5)

common stock

3,289.6

3,289.6

D

Stock Units

(4)

07/15/2005

A

30.92 (7)

(6)

(6)

Common Stock

239.73

$ 26.47

239.73

D

Stock Units

(4)

12/14/2005

A

36.27 (7)

(6)

(6)

Common Stock

276

$ 21.79

276

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH- PILKINGTON KAREN A 343 STATE STREET ROCHESTER, NY 14650			Senior Vice President

Signatures

Laurence L. Hickey, as attorney-in-fact for Karen A. Smith-Pilkington		12/29/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Some of these shares are restricted.
(2)	This represents a number of units held in the Kodak Employee Stock Ownership Plan for the account of the reporting person. These units were acquired by the trustee over a period of time at current market prices.
(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 resticted units.
(6)	This date is not applicable to stock units.
(7)	These units were credited to the reporting person's account as dividend equivalents.

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