Ownership Submission
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 *
ROGERS JAMES P
  2. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [EMN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
EASTMAN CHEMICAL COMPANY, 200 SOUTH WILCOX DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/22/2010
(Street)

KINGSPORT, TN 37660
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 12/03/2010   M   16,701 A $ 66.31 82,512 D  
Common Stock 12/03/2010   S   16,701 D $ 81.57 (1) 65,811 D  
Common Stock 12/03/2010   M   38,978 A $ 60.02 104,789 D  
Common Stock 12/03/2010   S   38,978 D $ 81.15 (2) 65,811 D  
Common Stock 11/22/2010   G V 15,847 D $ 0 6,239 I By GRAT
Common Stock               6,291 (3) I By 401(k)
Common Stock               1,029 I By 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
Employee Stock Option (Right to Buy) $ 66.31 12/03/2010   M     16,701 05/08/2007 04/05/2011 Common Stock 16,701 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 60.02 12/03/2010   M     38,978 11/01/2006 04/04/2012 Common Stock 38,978 $ 0 0 D  
Phantom Stock Units $ 0 (4) 12/02/2010   I     262,696 (5)   (4)   (4) Common Stock 262,696 $ 80.97 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ROGERS JAMES P
EASTMAN CHEMICAL COMPANY
200 SOUTH WILCOX DRIVE
KINGSPORT, TN 37660
  X     President & CEO  

Signatures

 Brian L. Henry, by Power of Attorney   12/06/2010
**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) Average sale price for shares disposed of in the reported transaction. The shares were sold in multiple broker's transactions at various market prices per share ranging from $81.20 to $81.95.
(2) Average sale price for shares disposed of in the reported transaction. The shares were sold in multiple broker's transactions at various market prices per share ranging from $81.00 to $81.31.
(3) Includes 61 shares acquired since March 4, 2010 resulting from automatic reinvestment of dividends.
(4) Phantom stock units credited under the Executive Deferred Compensation Plan, each having a value of one share of issuer common stock and payable only in cash and, subject to certain acceleration and early withdrawal provisions, after termination of employment.
(5) Includes 16,173 phantom stock units credited under the Executive Deferred Compensation Plan since February 12, 2009 as a result of hypothetical reinvestment of dividend equivalents.

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