As filed with the Securities and Exchange Commission on March 14, 1997
                                            Registration No. 33-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 Form S-8
                           REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                           EASTMAN KODAK COMPANY
          Exact name of registrant as specified in its charter)

New Jersey                                     16-0417150
(State or other jurisdiction                   (I.R.S. employer identification
of incorporation or organization)              number)

                 343 STATE STREET, ROCHESTER, NEW YORK 14650
              (Address of principal executive offices) (Zip code)

                            WAGE DIVIDEND PLAN
                          (Full title of the plan)

                              JOYCE P. HAAG
                                Secretary
                          Eastman Kodak Company
                            343 State Street
                        Rochester, New York 14650
                            (716) 724-4666
        (Name, address, and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE
                               Proposed Max.    Proposed Max.    Amount of
Securities to   Amount to be   Offering Price   Aggregate        Registration 
be Registered   Registered     Per Share (1)    Offering Price   Fee

Common Stock    4,000,000      $90.50           $362,000,000.00  $110,048.00
par value $2.50  shares
per share

(1) Estimated on the basis of the average of the high and low prices of 
Eastman Kodak Company ("Kodak") Common Stock reported on the New York Stock 
Exchange for March 7, 1997, solely for the purpose of determining the 
registration fee pursuant to Rule 457 (c) and (h).

          Approximate date of commencement of the proposed sale
                  of the securities to the public:
   From time to time after the Registration Statement becomes effective.

                                PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


            The following information previously filed by Kodak with the 
Securities and Exchange Commission (the "Commission") is incorporated herein 
by reference:

Kodak's Form 10-K Annual Report for the year ended December 31, 
1996. 



            All documents filed by Kodak with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or which 
de-registers all securities then remaining unsold will be deemed to be 
incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing of such documents.

                  Description Of Kodak Common Stock

The following is a brief description of Kodak Common Stock.

Dividend Rights

            Each share of Kodak Common Stock ranks equally with all other 
shares of Kodak Common Stock with respect to dividends.  Dividends may be 
declared by the Board of Directors and paid by Kodak at such times as the 
Board of Directors determines, all pursuant to the provisions of the New 
Jersey Business Corporation Act.

Voting Rights

            Each holder of Kodak Common Stock is entitled to one vote per 
share of such stock held. Kodak Common Stock does not have cumulative voting 
rights.  Holders of Kodak Common Stock are entitled to vote on all matters 
requiring shareholder approval under New Jersey law and Kodak's Restated 
Certificate of Incorporation and By-Laws, and to elect the members of the 
Board of Directors.  Directors are divided into three classes, each such 
class, as nearly as possible, having the same number of directors.  At each 
annual meeting of the shareholders, the directors chosen to succeed those 
whose terms have then expired shall be identified as being of the same class 
as the directors they succeed and shall be elected by the shareholders for a 
term expiring at the third succeeding annual meeting of the shareholders.


Liquidation Rights

             Holders of Kodak Common Stock are entitled on liquidation to 
receive all assets which remain after payment to creditors and holders of 
preferred stock.

Preemptive Rights

            Holders of Kodak Common Stock are not entitled to preemptive 
rights.  There are no provisions for redemption, conversion rights, sinking 
funds, or liability for further calls or assessments by Kodak with respect to 
Kodak Common Stock.


Item 4.  DESCRIPTION OF SECURITIES

            Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

            The legality of the securities being offered hereby will be passed 
upon by Gary P. Van Graafeiland, General Counsel and Senior Vice President of 
Kodak.  Mr. Van Graafeiland owns and has options to purchase Kodak Common 
Stock and is eligible to receive awards under the Plan.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 14A:3-5 of the New Jersey Business Corporation Act 
empowers a corporation to indemnify its directors, officers, and employees 
against expenses or liabilities in connection with any proceeding involving 
such persons by reason of their being such directors, officers, or employees. 
 Article 6 of Kodak's Restated Certificate of Incorporation and Article 8, 
Section 2 of Kodak's by-laws provides for indemnification, to the full extent 
permitted by law of Kodak's directors, officers, and employees.  In addition, 
Kodak maintains directors and officers liability insurance insuring its 
directors and officers against liabilities against which they cannot be 
indemnified by Kodak.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  

             Not applicable.

Item 8.  EXHIBITS

Exhibit
Number        Exhibit

4             Wage Dividend Plan

5             Opinion of Gary P. Van Graafeiland as to the legality of the
              securities registered

23A           Consent of Price Waterhouse LLP, independent accountants

23B           Consent of Gary P. Van Graafeiland (included in Exhibit 5 to 
              this Registration Statement)

Item 9.  UNDERTAKINGS

Updating Information

(a)           The undersigned registrant hereby undertakes:

              (1)     To file, during any period in which offers or sales are 
                      being made, a post-effective amendment to this 
                      registration statement to include any material 
                      information with respect to the plan of distribution not 
                      previously disclosed in the registration statement or 
                      any material change to such information in the 
                      registration statement;

              (2)     That, for the purpose of determining any liability under 
                      the Securities Act of 1933, each such post-effective 
                      amendment shall be deemed to be a new registration 
                      statement relating to the securities offered therein, 
                      and the offering of such securities at that time shall 
                      be deemed to be the initial bona fide offering thereof.

              (3)     To remove from registration by means of a post-effective 
                      amendment any of the securities being registered which  
                      remain unsold at the termination of the offering.

(b)            The undersigned registrant hereby undertakes that, for purposes 
               of determining any liability under the Securities Act of 1933, 
               each filing of the registrant's annual report pursuant to 
               Section 13(a) or Section 15(d) of the Securities Exchange Act 
               of 1934 that is incorporated by reference in this registration 
               statement shall be deemed to be a new registration statement 
               relating to the securities offered therein, and the offering of 
               such securities at that time shall be deemed to be the initial 
               bona fide offering thereof.

Indemnification of Certain Persons

               Insofar as indemnification for liabilities arising under the 
               Securities Act of 1933 may be permitted to directors, officers 
               and controlling persons of the registrant pursuant to the 
               foregoing provisions, or otherwise, the registrant has been 
               advised that in the opinion of the Securities and Exchange 
               Commission such indemnification is against public policy as 
               expressed in the Act and is, therefore, unenforceable.  In the 
               event that a claim for indemnification against such liabilities 
               (other than the payment by the registrant of expenses incurred 
               or paid by a director, officer or controlling person of the 
               registrant in the successful defense of any action, suit, or 
               proceeding) is asserted by such director, officer, or 
               controlling person in connection with the securities being 
               registered, the registrant will, unless in the opinion of its 
               counsel the matter has been settled by controlling precedent, 
               submit to a court of appropriate jurisdiction the question 
               whether such indemnification by it is against public policy as 
               expressed in the Act and will be governed by the final 
               adjudication of such issue.

                               SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Rochester, State of New York, on 
this 14 day of March, 1997.


EASTMAN KODAK COMPANY


By:   /s/ George M.C. Fisher          By: /s/ Harry L. Kavetas
      Chairman of the Board               Chief Financial Officer
      and Chief Executive Officer         and Executive Vice President
                                         (Principal Financial Officer)

By:   /s/ David J. FitzPatrick
      Controller and Vice President
      (Principal Accounting Officer)

      Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities indicated on March 14, 1997.

Name                       Title

Richard S. Braddock        Director     /s/ Richard S. Braddock

Martha Layne Collins       Director     /s/ Martha Layne Collins  

Alice F. Emerson           Director     /s/ Alice F. Emerson         

George M.C. Fisher         Director     /s/ George M.C. Fisher      

Roberto C. Goizueta        Director     /s/ Roberto C. Goizueta      

Paul E. Gray               Director     /s/ Paul E. Gray                

Karlheinz Kaske            Director     /s/ Karlheinz Kaske            

Richard A. Zimmerman       Director     /s/ Richard A. Zimmerman 
 

                          EASTMAN KODAK COMPANY
                    REGISTRATION STATEMENT ON FORM S-8
                            WAGE DIVIDEND PLAN

                            INDEX TO EXHIBITS


Exhibit
Number       Exhibit                             Location

4            Wage Dividend Plan                  * 

5            Opinion of Gary P. Van Graafeiland  *
             as to the legality of the
             securities registered

23A          Consent of Price Waterhouse LLP,    *
             independent accountants

23B          Consent of Gary P. Van Graafeiland  Included in Exhibit 5
                                                 to this Registration
                                                 Statement


*Included as part of the electronic submission of this Registration Statement

                              EXHIBIT 4



                          EASTMAN KODAK COMPANY

                           WAGE DIVIDEND PLAN



Article                                                        Page

1.  Purpose, Effective Date and Term of Plan                     1

2.  Definition                                                   2

3.  Eligibility and Participation                                9

4.  Plan Administration                                         10

5.  Forms of Awards                                             12

6  Determination of Awards for a Performance Period             13

7.  Payment of Awards for a Performance Period                  14

8.  Deferral of Awards                                          15

9.  Shares Subject to the Plan                                  16

10.  Miscellaneous                                              18



                       O 1996, Eastman Kodak Company




ARTICLE 1  --  PURPOSE, EFFECTIVE DATE AND TERM OF PLAN

1.1  Purpose

The purposes of the Plan are to assist the Company in attracting, motivating 
and retaining its Employees by rewarding Employees for their contributions to 
the Company's growth and success, provided Company performance meets or 
exceeds established Performance Goals, and to endeavor to qualify the Awards 
granted to Covered Employees under the Plan as performance-based compensation 
as defined in Section 162(m) of the Code.

1.2  Effective Date

The Plan shall be effective as of January 1, 1995, subject to approval by 
Kodak's shareholders at the 1995 Annual Meeting of the Shareholders of Kodak.

1.3  Term

Awards shall not be granted pursuant to the Plan after December 31, 1999; 
provided, however, the Committee may grant Awards after such date in 
recognition of performance for a Performance Period completed on or prior to 
such date.




ARTICLE 2  --  DEFINITIONS

 
2.1.   Average Net Assets
 
 "Average Net Assets" means, for the Performance Period, the simple average 
of the Company's Net Assets for each of the following five fiscal quarters of 
the Company: the four fiscal quarters of the Performance Period and the fiscal 
quarter immediately preceding the Performance Period.  For purposes of this 
calculation, Net Assets for a fiscal quarter shall be determined as of the end 
of such quarter.
 
2.2.   Award
 
 "Award" means the compensation payable to a Participant by the Committee for 
a Performance Period pursuant to Article 7.  All Awards shall be issued in one 
or more of the forms specified by Article 5.
 
2.3.   Award Payment Date
 
 "Award Payment Date" means, for each Performance Period, the date that the 
Awards, if any, for that Performance Period shall be paid to Participants 
pursuant to Article 7, without regard to any election to defer receipt of an 
Award made under Article 8 of the Plan.
 
2.4.   Board
 
 "Board" means the Board of Directors of Kodak.
 
2.5.   Code
 
 "Code" means the Internal Revenue Code of 1986, as amended from time to 
time, including regulations thereunder and successor provisions and 
regulations thereto.
 
2.6.   Committee
 
 "Committee" means the Executive Compensation and Development Committee of 
the Board, or such other Board committee as may be designated by the Board to 
administer the Plan; provided, however, that the Committee shall consist of 
three or more directors, all of whom are both a "Non-Employee Director" 
within the meaning of Rule 16b-3 under the Exchange Act and an "outside 
director" within the meaning of the definition of such term as contained in 
Proposed Treasury Regulation Section 1.162-27(e)(3), or any successor 
definition subsequently adopted.
 
2.7.   Common Stock
 
 "Common Stock" means the common stock, $2.50 par value per share, of Kodak 
which may be newly issued or treasury stock.
 
2.8.   Company
 
 "Company" means Kodak and its Subsidiaries.
 
2.9.   Covered Employee
 
 "Covered Employee" means an Employee who is a "Covered Employee" within 
the meaning of Section 162(m) of the Code.
 
2.10.   Effective Date
 
 "Effective Date" means the date an Award is determined to be effective by 
the Committee upon its grant of such Award.
 
2.11.   Employee
 
"Employee" means, for a Performance Period:

(a)  Any person employed by the Company during such Performance Period and 
compensated for services in the form of an hourly wage or salary: provided, 
however, that the persons described in Subsections (b) and (c) of this Section 
2.11 are not Employees.

(b)  The following persons are not Employees:

(1)  Limited Services Employees; and

(2)  Any person employed by the Company during the 1996 Performance Period 
who: (i) is offered a position of employment by Danka; (ii) accepts such offer 
of employment; and (iii) is employed by Danka on January 1, 1997; and

(3)  Any person employed by the Company during the 1996 Performance Period 
who; (i) is disabled and receiving benefits under the Short Term Disability 
Plan on January 1, 1997; (ii) does not have a "Continuos Disability" (as 
defined in Section 2.06 of the Short Term Disability Plan) as a result of such 
disability for a period in excess of 180 days; (iii) returns to work for the 
Company prior to March 14, 1997, (iv) is offered a position of employment by 
Danka; (vi) accepts such offer of employment; and (vi) is employed by Danka 
prior to March 14, 1997; and

(4)  Any person employed by the Company during the 1996 Performance Period 
who; (i) is on a leave of absence on January 1, 1997; (ii) returns to work for 
the Company prior to March 14, 1997, (iii) is offered a position of employment 
by Danka; (iv) accepts such offer of employment; and (v) is employed by Danka 
prior to March 14, 1997

(c)  By way of example, and not by way of limitation, the term "Employee" 
does not include independent contractors or leased employees (within the 
meaning of Section 414(n) of the Code).

2.12.   Exchange Act
 
 "Exchange Act" means the Securities Exchange Act of 1934, as amended from 
time to time, including rules thereunder and successor provisions and rules 
thereto.
 
2.13.   Kodak
 
 "Kodak" means Eastman Kodak Company.
 
2.14.   Limited Service Employee
 
 "Limited Service Employee" means a person who is hired by the Company for 
the specific purpose of meeting short-term needs of 900 hours or less in any 
consecutive 12 month period and who is designated as a Limited Service 
Employee when hired.
 
2.15.   Negative Discretion
 
 "Negative Discretion" means the discretion authorized by the Plan to be 
applied by the Committee in determining the size of the Award to be paid to a 
Covered Employee for a Performance Period if, in the Committee's sole 
judgment, such application is appropriate.  Negative Discretion may only be 
used by the Committee to eliminate or reduce the size of the Award earned by a 
Covered Employee pursuant to the Performance Formula.  By way of example, and 
not by way of limitation, in no event shall any discretionary authority 
granted to the Committee by the Plan, including, but not limited to Negative 
Discretion, be used to: (a) grant an Award to a Covered Employee for a 
Performance Period if the Performance Goals for such Performance Period have 
not been attained; or (b) increase an Award to a Covered Employee above the 
maximum amount payable under Section 6.2(b) of the Plan.
 
2.16.   Net Assets
 
 "Net Assets" means the Company's consolidated Total Shareholders' Equity and 
Borrowings (both short-term and long-term) as reported in its audited 
consolidated financial statements.  The Committee is authorized at any time 
during the first 90 days of a Performance Period, or at any time thereafter in 
its sole and absolute discretion, to adjust or modify the calculation of Net 
Assets for such Performance Period in order to prevent the dilution or 
enlargement of the rights of Participants, (a) in the event of, or in 
anticipation of, any unusual or extraordinary corporate item, transaction, 
event or development; (b) in recognition of, or in anticipation of, any other 
unusual or nonrecurring events affecting the Company, or the financial 
statements of the Company, or in response to, or in anticipation of, changes 
in applicable laws, regulations, accounting principles, or business 
conditions; and (c) in view of the Committee's assessment of the business 
strategy of the Company, performance of comparable organizations, economic and 
business conditions, and any other circumstances deemed relevant.  However, if 
and to the extent the exercise of such authority after the first 90 days of a 
Performance Period would cause the Awards granted to the Covered Employees for 
the Performance Period to fail to qualify as "Performance-Based 
Compensation" under Section 162(m) of the Code, then such authority shall 
only be exercised with respect to those Participants who are not Covered 
Employees.
 
2.17.   Net Income
 
 "Net Income" means, for a Performance Period, the Company's consolidated Net 
Earnings (Loss) before Cumulative Effect of Changes in Accounting Principle 
for the Performance Period as reported in its audited consolidated financial 
statements.  The Committee is authorized at any time during the first 90 days 
of a Performance Period, or at any time thereafter in its sole and absolute 
discretion, to adjust or modify the calculation of Net Income for such 
Performance Period in order to prevent the dilution or enlargement of the 
rights of Participants, (a) in the event of, or in anticipation of, any 
dividend or other distribution (whether in the form of cash, securities or 
other property), recapitalization, restructuring, reorganization, merger, 
consolidation, spin off, combination, repurchase, share exchange, liquidation, 
dissolution, or other similar corporate transaction, event or development; (b) 
in recognition of, or in anticipation of, any other unusual or nonrecurring 
event affecting the Company, or the financial statements of the Company, or in 
response to, or in anticipation of, changes in applicable laws, regulations, 
accounting principles, or business conditions; (c) in recognition of, or in 
anticipation of, any other extraordinary gains or losses; and (d) in view of 
the Committee's assessment of the business strategy of the Company, 
performance of comparable organizations, economic and business conditions, and 
any other circumstances deemed relevant.  However, if and to the extent the 
exercise of such authority after the first 90 days of a Performance Period 
would cause the Awards granted to the Covered Employees for the Performance 
Period to fail to qualify as "Performance-Based Compensation" under Section 
162(m) of the Code, then such authority shall only be exercised with respect 
to those Participants who are not Covered Employees.
 
2.18.   Participant
 
 "Participant" means, for a Performance Period, an Employee who is designated 
to participate in the Plan pursuant to Section 3.2.
 
2.19.   Participation Rules
 
 "Participation Rules" means, for a Performance Period, the rules established 
by the Committee in accordance with Section 3.2 pursuant to which the 
Committee shall determine which Employees will be Participants for such 
Performance Period.
 
2.20.   Performance Criterion
 
 "Performance Criterion" means the stated business criterion upon which the 
Performance Goals for a Performance Period are based as required pursuant to 
Proposed Treasury Regulation Section 1.162-27(e)(4)(iii).  For purposes of the 
Plan, RONA shall be the Performance Criterion.
 
2.21.   Performance Formula
 
 "Performance Formula" means, for a Performance Period, the one or more 
objective formulas applied against the Performance Goals to determine whether 
Awards have been earned for the Performance Period and, if so, the amount of 
such Awards. The Performance Formula for a Performance Period shall be 
established in writing by the Committee within the first 90 days of the 
Performance Period (or, if later, within the maximum period allowed pursuant 
to Section 162(m) of the Code).
 
2.22.   Performance Goals
 
 "Performance Goals" means, for a Performance Period, the one or more goals 
for the Performance Period established by the Committee in writing within the 
first 90 days of the Performance Period (or, if later, within the maximum 
period allowed pursuant to Section 162(m) of the Code) based upon the 
Performance Criterion.  The Committee is authorized at any time during the 
first 90 days of a Performance Period, or at any time thereafter in its sole 
and absolute discretion, to adjust or modify the calculation of a Performance 
Goal for such Performance Period in order to prevent the dilution or 
enlargement of the rights of Participants, (a) in the event of, or in 
anticipation of, any unusual or extraordinary corporate item, transaction, 
event or development; (b) in recognition of, or in anticipation of, any other 
unusual or nonrecurring events affecting the Company, or the financial 
statements of the Company, or in response to, or in anticipation of, changes 
in applicable laws, regulations, accounting principles, or business 
conditions; and (c) in view of the Committee's assessment of the business 
strategy of the Company, performance of comparable organizations, economic and 
business conditions, and any other circumstances deemed relevant.  However, if 
and to the extent the exercise of such authority after the first 90 days of a 
Performance Period would cause the Awards granted to the Covered Employees for 
the Performance Period to fail to qualify as "Performance-Based 
Compensation" under Section 162(m) of the Code, then such authority shall 
only be exercised with respect to those Participants who are not Covered 
Employees.
 
2.23.   Performance Period
 
 "Performance Period" means Kodak's fiscal year.
 
2.24.   Plan
 
 "Plan" means the Wage Dividend Plan.
 
2.25.   RONA
 
 "RONA" means, for a Performance Period, Return on Net Assets for the 
Performance Period.  RONA shall be calculated by dividing Net Income for the 
Performance Period by Average Net Assets for the same period.
 
2.26.   Stock Equivalent
 
 "Stock Equivalent" means an Award under Article 5 that is valued in whole or 
in part by reference to, or is payable in or is otherwise based on, Common 
Stock.
 
2.27.   Subsidiary
 
 Subsidiary means a subsidiary which is majority owned by Kodak and reported in 
Kodak's audited consolidated financial statements.
 
 
ARTICLE 3  --  ELIGIBILITY AND PARTICIPATION

3.1  Eligibility

All Employees are eligible to participate in the Plan.  However, the fact that 
a person is an Employee for a Performance Period shall not in any manner 
entitle such Employee to be eligible for an Award for the Performance Period. 
 In order to be eligible for an Award for a Performance Period, the Employee 
must be designated as a Participant for such Performance Period by the 
Committee in accordance with Section 3.2 below.

3.2  Participation

Through the adoption of written Participation Rules within the first 90 days 
of a Performance Period, the Committee will, in its sole discretion, designate 
those Employees who will be Participants for such Performance Period.  
Pursuant to the Participation Rules for a Performance Period, the Committee 
may condition the receipt of Awards upon satisfaction of such preconditions 
and/or requirements as it, in its sole discretion, determines.  The fact that 
an Employee is a Participant for a Performance Period shall not in any manner 
entitle such Participant to receive an Award for the Performance Period.  The 
determination as to whether or not such Participant shall be paid an Award for 
such Performance Period shall be decided solely in accordance with the 
provisions of Article 7 hereof.


ARTICLE 4  --  PLAN ADMINISTRATION

4.1  Responsibility

The Committee shall have total and exclusive responsibility to control, 
operate, manage and administer the Plan in accordance with its terms.

4.2  Authority of the Committee

The Committee shall have all the authority that may be necessary or helpful to 
enable it to discharge its responsibilities with respect to the Plan.  Without 
limiting the generality of the preceding sentence, the Committee shall have 
the exclusive right: to interpret the Plan, to determine eligibility for 
participation in the Plan, to decide all questions concerning eligibility for 
and the amount of Awards payable under the Plan, to establish and administer 
the Performance Goals and certify whether, and to what extent, they are 
attained, to construe any ambiguous provision of the Plan, to correct any 
default, to supply any omission, to reconcile any inconsistency, to issue 
administrative guidelines as an aid to administer the Plan, to make 
regulations for carrying out the Plan and to make changes in such regulations 
as they from time to time deem proper, and to decide any and all questions 
arising in the administration, interpretation, and application of the Plan.  
In addition, in order to enable Employees who are foreign nationals or are 
employed outside the United States or both to receive Awards under the Plan, 
the Committee may adopt such amendments, procedures, regulations, subplans and 
the like as are necessary or advisable, in the opinion of the Committee, to 
effectuate the purposes of the Plan.

4.3  Discretionary Authority

The Committee shall have full discretionary authority in all matters related 
to the discharge of its responsibilities and the exercise of its authority 
under the Plan including, without limitation, its construction of the terms of 
the Plan and its determination of eligibility for participation and Awards 
under the Plan.  It is the intent of Kodak that the decisions of the Committee 
and its action with respect to the Plan shall be final, binding and conclusive 
upon all persons having or claiming to have any right or interest in or under 
the Plan.

4.4  Section 162(m) of the Code

With regard to all Covered Employees, the Plan shall for all purposes be 
interpreted and construed in accordance with Section 162(m) of the Code.

4.5  Delegation of Authority

Except to the extent prohibited by law, the Committee may delegate some or all 
of its authority under the Plan to any person or persons provided that any 
such delegation be in writing.


ARTICLE 5  -- FORM OF AWARDS

Awards may at the Committee's sole discretion be issued and paid in cash, 
Common Stock, Stock Equivalents or a combination thereof.  Awards paid in the 
form of Common Stock or Stock Equivalents shall be issued for no 
consideration.  The Committee may, in its sole judgment, subject an Award to 
such terms, conditions, restrictions and/or limitations (including, but not 
limited to, restrictions on transferability and vesting), provided they are 
not inconsistent with the terms of the Plan.  For purposes of the Plan, the 
value of any Award granted in the form of Common Stock shall be the mean 
between the high and low at which the Common Stock trades on the New York 
Stock Exchange as of the date of the grant's Effective Date.  To the extent 
Awards are granted in Common Stock or Stock Equivalents, such payments shall 
count against the number of available shares reserved under Section 9.1.


ARTICLE 6  --  DETERMINATION OF AWARDS FOR A PERFORMANCE PERIOD

6.1  Procedure for determining Awards

Within the first 90 days of a Performance Period (or, if later, within the 
maximum period allowed under Section 162(m) of the Code), the Committee shall 
establish in writing for such Performance Period: (a) the Participation Rules; 
(b) the Performance Goal(s); and (c) and the Performance Formula.

6.2  Limitations on Awards

The provisions of this Section 6.2 shall control over any Plan provision to 
the contrary.

(a)  General Limitation.  Participants in the Plan for a Performance Period 
shall be eligible to receive Awards for such Performance Period only if: (1) 
the Performance Goals for such Performance Period are achieved; and (2) the 
Performance Formula as applied against such Performance Goals determines that 
Awards have been earned for the Performance Period.

(b)	Maximum Award Payable to Covered Employees.  The maximum Award payable 
to any Covered Employee under the Plan for a Performance Period shall be 
$700,000.




ARTICLE 7  --  PAYMENT OF AWARDS FOR A PERFORMANCE PERIOD

7.1  Certification

Following the completion of each Performance Period, the Committee shall meet 
to review and certify in writing whether, and to what extent, the Performance 
Goals for the Performance Period have been achieved.  If the Committee 
certifies that such Performance Goals have been achieved, it shall, based upon 
the Performance Formula, (i) calculate and certify in writing the amount of 
the Award earned by each Covered Employee; (ii) determine the actual size of 
the Award to be paid to each Covered Employee for the Performance Period by 
applying Negative Discretion, if and when it deems appropriate; and (iii) 
calculate the size of the Awards to be paid for the Performance Period to all 
other Participants.

7.2  Election of Form of Award

Prior to or coincident with its performance of the certifications required by 
Section 7.1, the Committee shall, in its sole discretion, determine the 
form(s) in which to grant Awards under the Plan for such period.

7.3  Negative Discretion

In determining the actual size of the Award to be paid to a Covered Employee 
for a Performance Period, the Committee may, through the use of Negative 
Discretion, reduce or eliminate the amount of the Award earned under the 
Performance Formula for the Performance Period, if, in its sole judgment, such 
reduction or elimination is appropriate.

7.4  Timing of Award Payments

Unless deferred pursuant to Article 8 hereof, the Awards granted for a 
Performance Period shall be paid to Participants on the Award Payment Date for 
such Performance Period, which date shall occur as soon as administratively 
practicable following the completion of the procedure described in Section 
7.1.



ARTICLE 8  --  DEFERRAL OF AWARDS

At the discretion of the Committee, a Participant may, subject to such terms, 
conditions and limitations as the Committee may determine, elect to defer 
payment of all or a portion of the Award that would otherwise be paid to the 
Participant with respect to a Performance Period by complying with such 
procedures as the Committee may prescribe.  Any Award, or portion thereof, 
upon which such an election is made shall be deferred into, and subject to the 
terms, conditions and requirements of the Eastman Kodak Employees' Savings and 
Investment Plan, the 1982 Eastman Kodak Company Executive Deferred 
Compensation Plan or successor plans thereto.


ARTICLE 9  --  SHARES SUBJECT TO THE PLAN

9.1  Available Shares

Subject to adjustment as provided in Section 9.2 below, the maximum number of 
shares of Common Stock, $2.50 par value per share, of the Company which shall 
be available for grant of Awards under the Plan during its term shall not 
exceed 4,000,000.  Any shares of Common Stock related to Awards which are 
terminated by expiration, forfeiture, cancellation or otherwise without the 
issuance of such shares, or are settled in cash in lieu of Common Stock, or 
are exchanged with the Committee's permission for Awards not involving Common 
Stock, shall not be available again for grant under the Plan.  The shares of 
Common Stock available for issuance under the Plan may be authorized and 
unissued shares or treasury shares.

9.2  Adjustment of Shares Available

(a)  In General.  The provisions of this Subsection 9.2(a) are subject to the 
limitation contained in Subsection 9.2(b).  If there is any change in the 
number of outstanding shares of Common Stock through the declaration of stock 
dividends, stock splits or the like, the number of shares available for Awards 
and the shares subject to any Award shall be automatically adjusted.  If there 
is any change in the number of outstanding shares of Common Stock through any 
change in the capital account of Kodak, or through a merger, consolidation, 
separation (including a spin off or other distribution of stock or property) 
reorganization (whether or not such reorganization comes within the definition 
of such term in Section 368(a) of the Code) or partial or complete 
liquidation, the Committee shall make appropriate adjustments in the maximum 
number of shares of Common Stock which may be issued under the Plan and any 
adjustments and/or modifications to outstanding Awards as it, in its sole 
discretion, deems appropriate.  In the event of any other change in the 
capital structure or in the Common Stock of the Company, the Committee shall 
also be authorized to make such appropriate adjustments in the maximum number 
of shares of Common Stock available for issuance under the Plan and any 
adjustments and/or modifications to outstanding Awards as it, in its sole 
discretion, deems appropriate.

(b)  Covered Employees.  In no event shall the Award of any Participant who is 
a Covered Employee be adjusted pursuant to Subsection 9.2(a) to the extent it 
would cause such Award to fail to qualify as "Performance-Based 
Compensation" under Section 162(m) of the Code.


ARTICLE 10  --  MISCELLANEOUS

10.1  Nonassignability

No Awards under the Plan shall be subject in any manner to alienation, 
anticipation, sale, transfer (except by will or the laws of descent and 
distribution), assignment, pledge, or encumbrance.  Further, except in the 
case of an Award payable to a deceased Participant, no Award shall be payable 
to anyone other than the Participant to whom it was granted.  In the case of 
an Award payable to a deceased Participant, the Committee shall, in the 
exercise of its sole and absolute discretion, determine the party to whom such 
Award shall be paid.

10.2  Withholding Taxes

The Company shall be entitled to deduct from any payment under the Plan, 
regardless of the form of such payment, the amount of all applicable income 
and employment taxes required by law to be withheld with respect to such 
payment or may require the Participant to pay to it such tax prior to and as a 
condition of the making of such payment.  In accordance with any applicable 
administrative guidelines it establishes, the Committee may allow a 
Participant to pay the amount of taxes required by law to be withheld from an 
Award by withholding from any payment of Common Stock due as a result of such 
Award, or by permitting the Participant to deliver to the Company, shares of 
Common Stock having a fair market value, as determined by the Committee, equal 
to the amount of such required withholding taxes.

10.3  Regulatory Approvals and Listings

Notwithstanding anything contained in this Plan to the contrary, the Company 
shall have no obligation to issue, deliver, pay, credit or otherwise 
acknowledge any Award resulting in the payment of Common Stock prior to (a) 
the obtaining of any approval from any governmental agency which the Company 
shall, in its sole discretion, determine to be necessary or advisable, (b) the 
admission of such shares to listing on the stock exchange on which the Common 
Stock may be listed, and (c) the completion of any registration or other 
qualification of said shares under any state or Federal law or ruling of any 
governmental body which the Company shall, in its sole discretion, determine 
to be necessary or advisable.

10.4  No Right to Continued Employment or Grants

Participation in the Plan shall not give any Employee any right to remain in 
the employ of the Company.  Kodak or, in the case of employment with a 
Subsidiary, the Subsidiary, reserves the right to terminate any Employee at 
any time.  Further, the adoption of this Plan shall not be deemed to give any 
Employee any right to be selected as a Participant or to be granted an Award.

10.  Amendment/Termination

The Committee may suspend or terminate the Plan at any time with or without 
prior notice.  In addition, the Committee may, from time to time and with or 
without prior notice, amend the Plan in any manner, but may not without 
shareholder approval adopt any amendment which would require the vote of the 
shareholders of Kodak pursuant to Section 162(m) of the Code, but only insofar 
as such amendment affects Covered Employees. 

10.6  Governing Law

The Plan shall be governed by and construed in accordance with the laws of the 
State of New York, except as superseded by applicable Federal Law.

10.7.  No Right, Title, or Interest in Company Assets

In the case of Awards payable in the form of Common Stock or Awards resulting 
in the payment of Common Stock, no Participant shall have any rights as a 
shareholder as a result of participation in the Plan until the date of 
issuance of a stock certificate in his or her name or, in the event such 
Common Stock is issued in book entry form, until Kodak's transfer agent 
provides valid written notification thereof to the Participant, and, in the 
case of restricted shares of Common Stock, such rights are granted to the 
Participant under the Plan.  To the extent any person acquires a right to 
receive payments from the Company under this Plan, such rights shall be no 
greater than the rights of an unsecured creditor of the Company and the 
Participant shall not have any rights in or against any specific assets of the 
Company.  All of the Awards granted under the Plan shall be unfunded.

10.8  No Guarantee of Tax Consequences

No person connected with the Plan in any capacity, including, but not limited 
to, Kodak and its Subsidiaries and their directors, officers, agents and 
employees makes any representation, commitment, or guarantee that any tax 
treatment, including, but not limited to, Federal, state and local income, 
estate and gift tax treatment, will be applicable with respect to amounts 
deferred under the Plan, or paid to or for the benefit of a Participant under 
the Plan, or that such tax treatment will apply to or be available to a 
Participant on account of participation in the Plan.

10.9  Compliance with Section 162(m)

If any provision of the Plan would cause the Awards granted to a Covered 
Person not to constitute qualified Performance-Based Compensation under 
Section 162(m) of the Code, that provision, insofar as it pertains to the 
Covered Person, shall be severed from, and shall be deemed not to be a part 
of, this Plan, but the other provisions hereof shall remain in full force and 
effect.

10.10  Compliance with Exchange Act

With respect to Participants who are subject to the Section 16 of the Exchange 
Act, transactions under this Plan are intended to comply with applicable 
conditions of Rule 16b-3 or its successors under the Exchange Act.  To the 
extent any provision of the Plan or action by the Committee fails to so 
comply, it shall, but only insofar as it pertains to Participants who are 
subject to Section 16 of the Exchange Act, be deemed null and void, to the 
extent permitted by law and deemed advisable by the Committee.


                               EXHIBIT 5



                                            March 14, 1997
Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

I am General Counsel and Senior Vice President of Eastman Kodak Company, a New 
Jersey corporation ("Kodak").

With respect to the Registration Statement on Form S-8 (the "Registration 
Statement") filed today by Kodak with the Securities and Exchange Commission 
for the purpose of registering under the Securities Act of 1933, as amended, 
4,000,000 shares of common stock, $2.50 par value, of Kodak (the "Shares") to 
be granted to participants under, or issued upon the exercise of options and 
stock appreciation rights, or issued in connection with other awards granted 
under the Wage Dividend Plan (the "Plan"), I have examined originals or 
copies, certified or otherwise identified to my satisfaction, of such 
corporate records, certificates, and other documents and instruments, and such 
questions of law, as I have considered necessary or desirable for the purpose 
of this opinion.

Based on the foregoing, I am of the opinion that the Shares, when the 
Registration Statement has become effective and the Shares have been issued 
and delivered as contemplated in the Plan, will be legally issued, fully paid, 
and non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration 
Statement.

                                          Very truly yours,



                                          Gary P. Van Graafeiland
                                          General Counsel and
                                          Senior Vice President

                              EXHIBIT 23A


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated January 15, 1997, appearing on page 
12 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended 
December 31, 1996.


Price Waterhouse LLP
Rochester, New York
March 14, 1997





                                               March 14, 1997





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   Eastman Kodak Company Registration Statement on Form S-8 Relating to 
      Securities to be Issued Under the Wage Dividend Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman Kodak Company's 
Registration Statement on Form S-8 for the Wage Dividend Plan.  The filing fee 
of $110,048.00 was transferred to the Commission.  This transfer consisted of 
a wire transfer on March 14 of $108,629.48 to the Commission's account at 
Mellon Bank in Pittsburgh, Pennsylvania, and utilization of a credit balance 
of $1,418.52 credited to Account Number 0000031235.

Please call the undersigned at 716-724-4368 if you have any questions.

                                    Very truly yours,


                                    EASTMAN KODAK COMPANY


                                    Joyce P. Haag
                                    Secretary
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{"company-data": {"conformed-name": "EASTMAN KODAK CO", "cik": "0000031235", "assigned-sic": "3861", "irs-number": "160417150", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23371", "film-number": "97557001"}, "business-address": {"street1": "343 STATE ST", "city": "ROCHESTER", "state": "NY", "zip": "14650", "phone": "7167244000"}}
As filed with the Securities and Exchange Commission on March 14, 1997
                                            Registration No. 33-________

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                 Form S-8
                           REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933

                           EASTMAN KODAK COMPANY
          Exact name of registrant as specified in its charter)

New Jersey                                     16-0417150
(State or other jurisdiction                   (I.R.S. employer identification
of incorporation or organization)              number)

                 343 STATE STREET, ROCHESTER, NEW YORK 14650
              (Address of principal executive offices) (Zip code)

                            WAGE DIVIDEND PLAN
                          (Full title of the plan)

                              JOYCE P. HAAG
                                Secretary
                          Eastman Kodak Company
                            343 State Street
                        Rochester, New York 14650
                            (716) 724-4666
        (Name, address, and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE
                               Proposed Max.    Proposed Max.    Amount of
Securities to   Amount to be   Offering Price   Aggregate        Registration 
be Registered   Registered     Per Share (1)    Offering Price   Fee

Common Stock    4,000,000      $90.50           $362,000,000.00  $110,048.00
par value $2.50  shares
per share

(1) Estimated on the basis of the average of the high and low prices of 
Eastman Kodak Company ("Kodak") Common Stock reported on the New York Stock 
Exchange for March 7, 1997, solely for the purpose of determining the 
registration fee pursuant to Rule 457 (c) and (h).

          Approximate date of commencement of the proposed sale
                  of the securities to the public:
   From time to time after the Registration Statement becomes effective.

                                PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

            The following information previously filed by Kodak with the 
Securities and Exchange Commission (the "Commission") is incorporated herein 
by reference:

Kodak's Form 10-K Annual Report for the year ended December 31, 
1996. 

            All documents filed by Kodak with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date 
of this Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered have been sold or which 
de-registers all securities then remaining unsold will be deemed to be 
incorporated by reference in this Registration Statement and to be a part 
hereof from the date of filing of such documents.

                  Description Of Kodak Common Stock

The following is a brief description of Kodak Common Stock.

Dividend Rights

            Each share of Kodak Common Stock ranks equally with all other 
shares of Kodak Common Stock with respect to dividends.  Dividends may be 
declared by the Board of Directors and paid by Kodak at such times as the 
Board of Directors determines, all pursuant to the provisions of the New 
Jersey Business Corporation Act.

Voting Rights

            Each holder of Kodak Common Stock is entitled to one vote per 
share of such stock held. Kodak Common Stock does not have cumulative voting 
rights.  Holders of Kodak Common Stock are entitled to vote on all matters 
requiring shareholder approval under New Jersey law and Kodak's Restated 
Certificate of Incorporation and By-Laws, and to elect the members of the 
Board of Directors.  Directors are divided into three classes, each such 
class, as nearly as possible, having the same number of directors.  At each 
annual meeting of the shareholders, the directors chosen to succeed those 
whose terms have then expired shall be identified as being of the same class 
as the directors they succeed and shall be elected by the shareholders for a 
term expiring at the third succeeding annual meeting of the shareholders.

Liquidation Rights

             Holders of Kodak Common Stock are entitled on liquidation to 
receive all assets which remain after payment to creditors and holders of 
preferred stock.

Preemptive Rights

            Holders of Kodak Common Stock are not entitled to preemptive 
rights.  There are no provisions for redemption, conversion rights, sinking 
funds, or liability for further calls or assessments by Kodak with respect to 
Kodak Common Stock.

Item 4.  DESCRIPTION OF SECURITIES

            Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

            The legality of the securities being offered hereby will be passed 
upon by Gary P. Van Graafeiland, General Counsel and Senior Vice President of 
Kodak.  Mr. Van Graafeiland owns and has options to purchase Kodak Common 
Stock and is eligible to receive awards under the Plan.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

            Section 14A:3-5 of the New Jersey Business Corporation Act 
empowers a corporation to indemnify its directors, officers, and employees 
against expenses or liabilities in connection with any proceeding involving 
such persons by reason of their being such directors, officers, or employees. 
 Article 6 of Kodak's Restated Certificate of Incorporation and Article 8, 
Section 2 of Kodak's by-laws provides for indemnification, to the full extent 
permitted by law of Kodak's directors, officers, and employees.  In addition, 
Kodak maintains directors and officers liability insurance insuring its 
directors and officers against liabilities against which they cannot be 
indemnified by Kodak.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  

             Not applicable.

Item 8.  EXHIBITS

Exhibit
Number        Exhibit

4             Wage Dividend Plan

5             Opinion of Gary P. Van Graafeiland as to the legality of the
              securities registered

23A           Consent of Price Waterhouse LLP, independent accountants

23B           Consent of Gary P. Van Graafeiland (included in Exhibit 5 to 
              this Registration Statement)

Item 9.  UNDERTAKINGS

Updating Information

(a)           The undersigned registrant hereby undertakes:

              (1)     To file, during any period in which offers or sales are 
                      being made, a post-effective amendment to this 
                      registration statement to include any material 
                      information with respect to the plan of distribution not 
                      previously disclosed in the registration statement or 
                      any material change to such information in the 
                      registration statement;

              (2)     That, for the purpose of determining any liability under 
                      the Securities Act of 1933, each such post-effective 
                      amendment shall be deemed to be a new registration 
                      statement relating to the securities offered therein, 
                      and the offering of such securities at that time shall 
                      be deemed to be the initial bona fide offering thereof.

              (3)     To remove from registration by means of a post-effective 
                      amendment any of the securities being registered which  
                      remain unsold at the termination of the offering.

(b)            The undersigned registrant hereby undertakes that, for purposes 
               of determining any liability under the Securities Act of 1933, 
               each filing of the registrant's annual report pursuant to 
               Section 13(a) or Section 15(d) of the Securities Exchange Act 
               of 1934 that is incorporated by reference in this registration 
               statement shall be deemed to be a new registration statement 
               relating to the securities offered therein, and the offering of 
               such securities at that time shall be deemed to be the initial 
               bona fide offering thereof.

Indemnification of Certain Persons

               Insofar as indemnification for liabilities arising under the 
               Securities Act of 1933 may be permitted to directors, officers 
               and controlling persons of the registrant pursuant to the 
               foregoing provisions, or otherwise, the registrant has been 
               advised that in the opinion of the Securities and Exchange 
               Commission such indemnification is against public policy as 
               expressed in the Act and is, therefore, unenforceable.  In the 
               event that a claim for indemnification against such liabilities 
               (other than the payment by the registrant of expenses incurred 
               or paid by a director, officer or controlling person of the 
               registrant in the successful defense of any action, suit, or 
               proceeding) is asserted by such director, officer, or 
               controlling person in connection with the securities being 
               registered, the registrant will, unless in the opinion of its 
               counsel the matter has been settled by controlling precedent, 
               submit to a court of appropriate jurisdiction the question 
               whether such indemnification by it is against public policy as 
               expressed in the Act and will be governed by the final 
               adjudication of such issue.

                               SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Rochester, State of New York, on 
this 14 day of March, 1997.

EASTMAN KODAK COMPANY

By:   /s/ George M.C. Fisher          By: /s/ Harry L. Kavetas
      Chairman of the Board               Chief Financial Officer
      and Chief Executive Officer         and Executive Vice President
                                         (Principal Financial Officer)

By:   /s/ David J. FitzPatrick
      Controller and Vice President
      (Principal Accounting Officer)

      Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in the 
capacities indicated on March 14, 1997.

Name                       Title

Richard S. Braddock        Director     /s/ Richard S. Braddock

Martha Layne Collins       Director     /s/ Martha Layne Collins  

Alice F. Emerson           Director     /s/ Alice F. Emerson         

George M.C. Fisher         Director     /s/ George M.C. Fisher      

Roberto C. Goizueta        Director     /s/ Roberto C. Goizueta      

Paul E. Gray               Director     /s/ Paul E. Gray                

Karlheinz Kaske            Director     /s/ Karlheinz Kaske            

Richard A. Zimmerman       Director     /s/ Richard A. Zimmerman 
 

                          EASTMAN KODAK COMPANY
                    REGISTRATION STATEMENT ON FORM S-8
                            WAGE DIVIDEND PLAN

                            INDEX TO EXHIBITS

Exhibit
Number       Exhibit                             Location

4            Wage Dividend Plan                  * 

5            Opinion of Gary P. Van Graafeiland  *
             as to the legality of the
             securities registered

23A          Consent of Price Waterhouse LLP,    *
             independent accountants

23B          Consent of Gary P. Van Graafeiland  Included in Exhibit 5
                                                 to this Registration
                                                 Statement

*Included as part of the electronic submission of this Registration Statement

                              EXHIBIT 4

                          EASTMAN KODAK COMPANY

                           WAGE DIVIDEND PLAN

Article                                                        Page

1.  Purpose, Effective Date and Term of Plan                     1

2.  Definition                                                   2

3.  Eligibility and Participation                                9

4.  Plan Administration                                         10

5.  Forms of Awards                                             12

6  Determination of Awards for a Performance Period             13

7.  Payment of Awards for a Performance Period                  14

8.  Deferral of Awards                                          15

9.  Shares Subject to the Plan                                  16

10.  Miscellaneous                                              18

                       O 1996, Eastman Kodak Company

ARTICLE 1  --  PURPOSE, EFFECTIVE DATE AND TERM OF PLAN

1.1  Purpose

The purposes of the Plan are to assist the Company in attracting, motivating 
and retaining its Employees by rewarding Employees for their contributions to 
the Company's growth and success, provided Company performance meets or 
exceeds established Performance Goals, and to endeavor to qualify the Awards 
granted to Covered Employees under the Plan as performance-based compensation 
as defined in Section 162(m) of the Code.

1.2  Effective Date

The Plan shall be effective as of January 1, 1995, subject to approval by 
Kodak's shareholders at the 1995 Annual Meeting of the Shareholders of Kodak.

1.3  Term

Awards shall not be granted pursuant to the Plan after December 31, 1999; 
provided, however, the Committee may grant Awards after such date in 
recognition of performance for a Performance Period completed on or prior to 
such date.

ARTICLE 2  --  DEFINITIONS

 
2.1.   Average Net Assets
 
 "Average Net Assets" means, for the Performance Period, the simple average 
of the Company's Net Assets for each of the following five fiscal quarters of 
the Company: the four fiscal quarters of the Performance Period and the fiscal 
quarter immediately preceding the Performance Period.  For purposes of this 
calculation, Net Assets for a fiscal quarter shall be determined as of the end 
of such quarter.
 
2.2.   Award
 
 "Award" means the compensation payable to a Participant by the Committee for 
a Performance Period pursuant to Article 7.  All Awards shall be issued in one 
or more of the forms specified by Article 5.
 
2.3.   Award Payment Date
 
 "Award Payment Date" means, for each Performance Period, the date that the 
Awards, if any, for that Performance Period shall be paid to Participants 
pursuant to Article 7, without regard to any election to defer receipt of an 
Award made under Article 8 of the Plan.
 
2.4.   Board
 
 "Board" means the Board of Directors of Kodak.
 
2.5.   Code
 
 "Code" means the Internal Revenue Code of 1986, as amended from time to 
time, including regulations thereunder and successor provisions and 
regulations thereto.
 
2.6.   Committee
 
 "Committee" means the Executive Compensation and Development Committee of 
the Board, or such other Board committee as may be designated by the Board to 
administer the Plan; provided, however, that the Committee shall consist of 
three or more directors, all of whom are both a "Non-Employee Director" 
within the meaning of Rule 16b-3 under the Exchange Act and an "outside 
director" within the meaning of the definition of such term as contained in 
Proposed Treasury Regulation Section 1.162-27(e)(3), or any successor 
definition subsequently adopted.
 
2.7.   Common Stock
 
 "Common Stock" means the common stock, $2.50 par value per share, of Kodak 
which may be newly issued or treasury stock.
 
2.8.   Company
 
 "Company" means Kodak and its Subsidiaries.
 
2.9.   Covered Employee
 
 "Covered Employee" means an Employee who is a "Covered Employee" within 
the meaning of Section 162(m) of the Code.
 
2.10.   Effective Date
 
 "Effective Date" means the date an Award is determined to be effective by 
the Committee upon its grant of such Award.
 
2.11.   Employee
 
"Employee" means, for a Performance Period:

(a)  Any person employed by the Company during such Performance Period and 
compensated for services in the form of an hourly wage or salary: provided, 
however, that the persons described in Subsections (b) and (c) of this Section 
2.11 are not Employees.

(b)  The following persons are not Employees:

(1)  Limited Services Employees; and

(2)  Any person employed by the Company during the 1996 Performance Period 
who: (i) is offered a position of employment by Danka; (ii) accepts such offer 
of employment; and (iii) is employed by Danka on January 1, 1997; and

(3)  Any person employed by the Company during the 1996 Performance Period 
who; (i) is disabled and receiving benefits under the Short Term Disability 
Plan on January 1, 1997; (ii) does not have a "Continuos Disability" (as 
defined in Section 2.06 of the Short Term Disability Plan) as a result of such 
disability for a period in excess of 180 days; (iii) returns to work for the 
Company prior to March 14, 1997, (iv) is offered a position of employment by 
Danka; (vi) accepts such offer of employment; and (vi) is employed by Danka 
prior to March 14, 1997; and

(4)  Any person employed by the Company during the 1996 Performance Period 
who; (i) is on a leave of absence on January 1, 1997; (ii) returns to work for 
the Company prior to March 14, 1997, (iii) is offered a position of employment 
by Danka; (iv) accepts such offer of employment; and (v) is employed by Danka 
prior to March 14, 1997

(c)  By way of example, and not by way of limitation, the term "Employee" 
does not include independent contractors or leased employees (within the 
meaning of Section 414(n) of the Code).

2.12.   Exchange Act
 
 "Exchange Act" means the Securities Exchange Act of 1934, as amended from 
time to time, including rules thereunder and successor provisions and rules 
thereto.
 
2.13.   Kodak
 
 "Kodak" means Eastman Kodak Company.
 
2.14.   Limited Service Employee
 
 "Limited Service Employee" means a person who is hired by the Company for 
the specific purpose of meeting short-term needs of 900 hours or less in any 
consecutive 12 month period and who is designated as a Limited Service 
Employee when hired.
 
2.15.   Negative Discretion
 
 "Negative Discretion" means the discretion authorized by the Plan to be 
applied by the Committee in determining the size of the Award to be paid to a 
Covered Employee for a Performance Period if, in the Committee's sole 
judgment, such application is appropriate.  Negative Discretion may only be 
used by the Committee to eliminate or reduce the size of the Award earned by a 
Covered Employee pursuant to the Performance Formula.  By way of example, and 
not by way of limitation, in no event shall any discretionary authority 
granted to the Committee by the Plan, including, but not limited to Negative 
Discretion, be used to: (a) grant an Award to a Covered Employee for a 
Performance Period if the Performance Goals for such Performance Period have 
not been attained; or (b) increase an Award to a Covered Employee above the 
maximum amount payable under Section 6.2(b) of the Plan.
 
2.16.   Net Assets
 
 "Net Assets" means the Company's consolidated Total Shareholders' Equity and 
Borrowings (both short-term and long-term) as reported in its audited 
consolidated financial statements.  The Committee is authorized at any time 
during the first 90 days of a Performance Period, or at any time thereafter in 
its sole and absolute discretion, to adjust or modify the calculation of Net 
Assets for such Performance Period in order to prevent the dilution or 
enlargement of the rights of Participants, (a) in the event of, or in 
anticipation of, any unusual or extraordinary corporate item, transaction, 
event or development; (b) in recognition of, or in anticipation of, any other 
unusual or nonrecurring events affecting the Company, or the financial 
statements of the Company, or in response to, or in anticipation of, changes 
in applicable laws, regulations, accounting principles, or business 
conditions; and (c) in view of the Committee's assessment of the business 
strategy of the Company, performance of comparable organizations, economic and 
business conditions, and any other circumstances deemed relevant.  However, if 
and to the extent the exercise of such authority after the first 90 days of a 
Performance Period would cause the Awards granted to the Covered Employees for 
the Performance Period to fail to qualify as "Performance-Based 
Compensation" under Section 162(m) of the Code, then such authority shall 
only be exercised with respect to those Participants who are not Covered 
Employees.
 
2.17.   Net Income
 
 "Net Income" means, for a Performance Period, the Company's consolidated Net 
Earnings (Loss) before Cumulative Effect of Changes in Accounting Principle 
for the Performance Period as reported in its audited consolidated financial 
statements.  The Committee is authorized at any time during the first 90 days 
of a Performance Period, or at any time thereafter in its sole and absolute 
discretion, to adjust or modify the calculation of Net Income for such 
Performance Period in order to prevent the dilution or enlargement of the 
rights of Participants, (a) in the event of, or in anticipation of, any 
dividend or other distribution (whether in the form of cash, securities or 
other property), recapitalization, restructuring, reorganization, merger, 
consolidation, spin off, combination, repurchase, share exchange, liquidation, 
dissolution, or other similar corporate transaction, event or development; (b) 
in recognition of, or in anticipation of, any other unusual or nonrecurring 
event affecting the Company, or the financial statements of the Company, or in 
response to, or in anticipation of, changes in applicable laws, regulations, 
accounting principles, or business conditions; (c) in recognition of, or in 
anticipation of, any other extraordinary gains or losses; and (d) in view of 
the Committee's assessment of the business strategy of the Company, 
performance of comparable organizations, economic and business conditions, and 
any other circumstances deemed relevant.  However, if and to the extent the 
exercise of such authority after the first 90 days of a Performance Period 
would cause the Awards granted to the Covered Employees for the Performance 
Period to fail to qualify as "Performance-Based Compensation" under Section 
162(m) of the Code, then such authority shall only be exercised with respect 
to those Participants who are not Covered Employees.
 
2.18.   Participant
 
 "Participant" means, for a Performance Period, an Employee who is designated 
to participate in the Plan pursuant to Section 3.2.
 
2.19.   Participation Rules
 
 "Participation Rules" means, for a Performance Period, the rules established 
by the Committee in accordance with Section 3.2 pursuant to which the 
Committee shall determine which Employees will be Participants for such 
Performance Period.
 
2.20.   Performance Criterion
 
 "Performance Criterion" means the stated business criterion upon which the 
Performance Goals for a Performance Period are based as required pursuant to 
Proposed Treasury Regulation Section 1.162-27(e)(4)(iii).  For purposes of the 
Plan, RONA shall be the Performance Criterion.
 
2.21.   Performance Formula
 
 "Performance Formula" means, for a Performance Period, the one or more 
objective formulas applied against the Performance Goals to determine whether 
Awards have been earned for the Performance Period and, if so, the amount of 
such Awards. The Performance Formula for a Performance Period shall be 
established in writing by the Committee within the first 90 days of the 
Performance Period (or, if later, within the maximum period allowed pursuant 
to Section 162(m) of the Code).
 
2.22.   Performance Goals
 
 "Performance Goals" means, for a Performance Period, the one or more goals 
for the Performance Period established by the Committee in writing within the 
first 90 days of the Performance Period (or, if later, within the maximum 
period allowed pursuant to Section 162(m) of the Code) based upon the 
Performance Criterion.  The Committee is authorized at any time during the 
first 90 days of a Performance Period, or at any time thereafter in its sole 
and absolute discretion, to adjust or modify the calculation of a Performance 
Goal for such Performance Period in order to prevent the dilution or 
enlargement of the rights of Participants, (a) in the event of, or in 
anticipation of, any unusual or extraordinary corporate item, transaction, 
event or development; (b) in recognition of, or in anticipation of, any other 
unusual or nonrecurring events affecting the Company, or the financial 
statements of the Company, or in response to, or in anticipation of, changes 
in applicable laws, regulations, accounting principles, or business 
conditions; and (c) in view of the Committee's assessment of the business 
strategy of the Company, performance of comparable organizations, economic and 
business conditions, and any other circumstances deemed relevant.  However, if 
and to the extent the exercise of such authority after the first 90 days of a 
Performance Period would cause the Awards granted to the Covered Employees for 
the Performance Period to fail to qualify as "Performance-Based 
Compensation" under Section 162(m) of the Code, then such authority shall 
only be exercised with respect to those Participants who are not Covered 
Employees.
 
2.23.   Performance Period
 
 "Performance Period" means Kodak's fiscal year.
 
2.24.   Plan
 
 "Plan" means the Wage Dividend Plan.
 
2.25.   RONA
 
 "RONA" means, for a Performance Period, Return on Net Assets for the 
Performance Period.  RONA shall be calculated by dividing Net Income for the 
Performance Period by Average Net Assets for the same period.
 
2.26.   Stock Equivalent
 
 "Stock Equivalent" means an Award under Article 5 that is valued in whole or 
in part by reference to, or is payable in or is otherwise based on, Common 
Stock.
 
2.27.   Subsidiary
 
 Subsidiary means a subsidiary which is majority owned by Kodak and reported in 
Kodak's audited consolidated financial statements.
 
 
ARTICLE 3  --  ELIGIBILITY AND PARTICIPATION

3.1  Eligibility

All Employees are eligible to participate in the Plan.  However, the fact that 
a person is an Employee for a Performance Period shall not in any manner 
entitle such Employee to be eligible for an Award for the Performance Period. 
 In order to be eligible for an Award for a Performance Period, the Employee 
must be designated as a Participant for such Performance Period by the 
Committee in accordance with Section 3.2 below.

3.2  Participation

Through the adoption of written Participation Rules within the first 90 days 
of a Performance Period, the Committee will, in its sole discretion, designate 
those Employees who will be Participants for such Performance Period.  
Pursuant to the Participation Rules for a Performance Period, the Committee 
may condition the receipt of Awards upon satisfaction of such preconditions 
and/or requirements as it, in its sole discretion, determines.  The fact that 
an Employee is a Participant for a Performance Period shall not in any manner 
entitle such Participant to receive an Award for the Performance Period.  The 
determination as to whether or not such Participant shall be paid an Award for 
such Performance Period shall be decided solely in accordance with the 
provisions of Article 7 hereof.

ARTICLE 4  --  PLAN ADMINISTRATION

4.1  Responsibility

The Committee shall have total and exclusive responsibility to control, 
operate, manage and administer the Plan in accordance with its terms.

4.2  Authority of the Committee

The Committee shall have all the authority that may be necessary or helpful to 
enable it to discharge its responsibilities with respect to the Plan.  Without 
limiting the generality of the preceding sentence, the Committee shall have 
the exclusive right: to interpret the Plan, to determine eligibility for 
participation in the Plan, to decide all questions concerning eligibility for 
and the amount of Awards payable under the Plan, to establish and administer 
the Performance Goals and certify whether, and to what extent, they are 
attained, to construe any ambiguous provision of the Plan, to correct any 
default, to supply any omission, to reconcile any inconsistency, to issue 
administrative guidelines as an aid to administer the Plan, to make 
regulations for carrying out the Plan and to make changes in such regulations 
as they from time to time deem proper, and to decide any and all questions 
arising in the administration, interpretation, and application of the Plan.  
In addition, in order to enable Employees who are foreign nationals or are 
employed outside the United States or both to receive Awards under the Plan, 
the Committee may adopt such amendments, procedures, regulations, subplans and 
the like as are necessary or advisable, in the opinion of the Committee, to 
effectuate the purposes of the Plan.

4.3  Discretionary Authority

The Committee shall have full discretionary authority in all matters related 
to the discharge of its responsibilities and the exercise of its authority 
under the Plan including, without limitation, its construction of the terms of 
the Plan and its determination of eligibility for participation and Awards 
under the Plan.  It is the intent of Kodak that the decisions of the Committee 
and its action with respect to the Plan shall be final, binding and conclusive 
upon all persons having or claiming to have any right or interest in or under 
the Plan.

4.4  Section 162(m) of the Code

With regard to all Covered Employees, the Plan shall for all purposes be 
interpreted and construed in accordance with Section 162(m) of the Code.

4.5  Delegation of Authority

Except to the extent prohibited by law, the Committee may delegate some or all 
of its authority under the Plan to any person or persons provided that any 
such delegation be in writing.

ARTICLE 5  -- FORM OF AWARDS

Awards may at the Committee's sole discretion be issued and paid in cash, 
Common Stock, Stock Equivalents or a combination thereof.  Awards paid in the 
form of Common Stock or Stock Equivalents shall be issued for no 
consideration.  The Committee may, in its sole judgment, subject an Award to 
such terms, conditions, restrictions and/or limitations (including, but not 
limited to, restrictions on transferability and vesting), provided they are 
not inconsistent with the terms of the Plan.  For purposes of the Plan, the 
value of any Award granted in the form of Common Stock shall be the mean 
between the high and low at which the Common Stock trades on the New York 
Stock Exchange as of the date of the grant's Effective Date.  To the extent 
Awards are granted in Common Stock or Stock Equivalents, such payments shall 
count against the number of available shares reserved under Section 9.1.

ARTICLE 6  --  DETERMINATION OF AWARDS FOR A PERFORMANCE PERIOD

6.1  Procedure for determining Awards

Within the first 90 days of a Performance Period (or, if later, within the 
maximum period allowed under Section 162(m) of the Code), the Committee shall 
establish in writing for such Performance Period: (a) the Participation Rules; 
(b) the Performance Goal(s); and (c) and the Performance Formula.

6.2  Limitations on Awards

The provisions of this Section 6.2 shall control over any Plan provision to 
the contrary.

(a)  General Limitation.  Participants in the Plan for a Performance Period 
shall be eligible to receive Awards for such Performance Period only if: (1) 
the Performance Goals for such Performance Period are achieved; and (2) the 
Performance Formula as applied against such Performance Goals determines that 
Awards have been earned for the Performance Period.

(b)	Maximum Award Payable to Covered Employees.  The maximum Award payable 
to any Covered Employee under the Plan for a Performance Period shall be 
$700,000.

ARTICLE 7  --  PAYMENT OF AWARDS FOR A PERFORMANCE PERIOD

7.1  Certification

Following the completion of each Performance Period, the Committee shall meet 
to review and certify in writing whether, and to what extent, the Performance 
Goals for the Performance Period have been achieved.  If the Committee 
certifies that such Performance Goals have been achieved, it shall, based upon 
the Performance Formula, (i) calculate and certify in writing the amount of 
the Award earned by each Covered Employee; (ii) determine the actual size of 
the Award to be paid to each Covered Employee for the Performance Period by 
applying Negative Discretion, if and when it deems appropriate; and (iii) 
calculate the size of the Awards to be paid for the Performance Period to all 
other Participants.

7.2  Election of Form of Award

Prior to or coincident with its performance of the certifications required by 
Section 7.1, the Committee shall, in its sole discretion, determine the 
form(s) in which to grant Awards under the Plan for such period.

7.3  Negative Discretion

In determining the actual size of the Award to be paid to a Covered Employee 
for a Performance Period, the Committee may, through the use of Negative 
Discretion, reduce or eliminate the amount of the Award earned under the 
Performance Formula for the Performance Period, if, in its sole judgment, such 
reduction or elimination is appropriate.

7.4  Timing of Award Payments

Unless deferred pursuant to Article 8 hereof, the Awards granted for a 
Performance Period shall be paid to Participants on the Award Payment Date for 
such Performance Period, which date shall occur as soon as administratively 
practicable following the completion of the procedure described in Section 
7.1.

ARTICLE 8  --  DEFERRAL OF AWARDS

At the discretion of the Committee, a Participant may, subject to such terms, 
conditions and limitations as the Committee may determine, elect to defer 
payment of all or a portion of the Award that would otherwise be paid to the 
Participant with respect to a Performance Period by complying with such 
procedures as the Committee may prescribe.  Any Award, or portion thereof, 
upon which such an election is made shall be deferred into, and subject to the 
terms, conditions and requirements of the Eastman Kodak Employees' Savings and 
Investment Plan, the 1982 Eastman Kodak Company Executive Deferred 
Compensation Plan or successor plans thereto.

ARTICLE 9  --  SHARES SUBJECT TO THE PLAN

9.1  Available Shares

Subject to adjustment as provided in Section 9.2 below, the maximum number of 
shares of Common Stock, $2.50 par value per share, of the Company which shall 
be available for grant of Awards under the Plan during its term shall not 
exceed 4,000,000.  Any shares of Common Stock related to Awards which are 
terminated by expiration, forfeiture, cancellation or otherwise without the 
issuance of such shares, or are settled in cash in lieu of Common Stock, or 
are exchanged with the Committee's permission for Awards not involving Common 
Stock, shall not be available again for grant under the Plan.  The shares of 
Common Stock available for issuance under the Plan may be authorized and 
unissued shares or treasury shares.

9.2  Adjustment of Shares Available

(a)  In General.  The provisions of this Subsection 9.2(a) are subject to the 
limitation contained in Subsection 9.2(b).  If there is any change in the 
number of outstanding shares of Common Stock through the declaration of stock 
dividends, stock splits or the like, the number of shares available for Awards 
and the shares subject to any Award shall be automatically adjusted.  If there 
is any change in the number of outstanding shares of Common Stock through any 
change in the capital account of Kodak, or through a merger, consolidation, 
separation (including a spin off or other distribution of stock or property) 
reorganization (whether or not such reorganization comes within the definition 
of such term in Section 368(a) of the Code) or partial or complete 
liquidation, the Committee shall make appropriate adjustments in the maximum 
number of shares of Common Stock which may be issued under the Plan and any 
adjustments and/or modifications to outstanding Awards as it, in its sole 
discretion, deems appropriate.  In the event of any other change in the 
capital structure or in the Common Stock of the Company, the Committee shall 
also be authorized to make such appropriate adjustments in the maximum number 
of shares of Common Stock available for issuance under the Plan and any 
adjustments and/or modifications to outstanding Awards as it, in its sole 
discretion, deems appropriate.

(b)  Covered Employees.  In no event shall the Award of any Participant who is 
a Covered Employee be adjusted pursuant to Subsection 9.2(a) to the extent it 
would cause such Award to fail to qualify as "Performance-Based 
Compensation" under Section 162(m) of the Code.

ARTICLE 10  --  MISCELLANEOUS

10.1  Nonassignability

No Awards under the Plan shall be subject in any manner to alienation, 
anticipation, sale, transfer (except by will or the laws of descent and 
distribution), assignment, pledge, or encumbrance.  Further, except in the 
case of an Award payable to a deceased Participant, no Award shall be payable 
to anyone other than the Participant to whom it was granted.  In the case of 
an Award payable to a deceased Participant, the Committee shall, in the 
exercise of its sole and absolute discretion, determine the party to whom such 
Award shall be paid.

10.2  Withholding Taxes

The Company shall be entitled to deduct from any payment under the Plan, 
regardless of the form of such payment, the amount of all applicable income 
and employment taxes required by law to be withheld with respect to such 
payment or may require the Participant to pay to it such tax prior to and as a 
condition of the making of such payment.  In accordance with any applicable 
administrative guidelines it establishes, the Committee may allow a 
Participant to pay the amount of taxes required by law to be withheld from an 
Award by withholding from any payment of Common Stock due as a result of such 
Award, or by permitting the Participant to deliver to the Company, shares of 
Common Stock having a fair market value, as determined by the Committee, equal 
to the amount of such required withholding taxes.

10.3  Regulatory Approvals and Listings

Notwithstanding anything contained in this Plan to the contrary, the Company 
shall have no obligation to issue, deliver, pay, credit or otherwise 
acknowledge any Award resulting in the payment of Common Stock prior to (a) 
the obtaining of any approval from any governmental agency which the Company 
shall, in its sole discretion, determine to be necessary or advisable, (b) the 
admission of such shares to listing on the stock exchange on which the Common 
Stock may be listed, and (c) the completion of any registration or other 
qualification of said shares under any state or Federal law or ruling of any 
governmental body which the Company shall, in its sole discretion, determine 
to be necessary or advisable.

10.4  No Right to Continued Employment or Grants

Participation in the Plan shall not give any Employee any right to remain in 
the employ of the Company.  Kodak or, in the case of employment with a 
Subsidiary, the Subsidiary, reserves the right to terminate any Employee at 
any time.  Further, the adoption of this Plan shall not be deemed to give any 
Employee any right to be selected as a Participant or to be granted an Award.

10.  Amendment/Termination

The Committee may suspend or terminate the Plan at any time with or without 
prior notice.  In addition, the Committee may, from time to time and with or 
without prior notice, amend the Plan in any manner, but may not without 
shareholder approval adopt any amendment which would require the vote of the 
shareholders of Kodak pursuant to Section 162(m) of the Code, but only insofar 
as such amendment affects Covered Employees. 

10.6  Governing Law

The Plan shall be governed by and construed in accordance with the laws of the 
State of New York, except as superseded by applicable Federal Law.

10.7.  No Right, Title, or Interest in Company Assets

In the case of Awards payable in the form of Common Stock or Awards resulting 
in the payment of Common Stock, no Participant shall have any rights as a 
shareholder as a result of participation in the Plan until the date of 
issuance of a stock certificate in his or her name or, in the event such 
Common Stock is issued in book entry form, until Kodak's transfer agent 
provides valid written notification thereof to the Participant, and, in the 
case of restricted shares of Common Stock, such rights are granted to the 
Participant under the Plan.  To the extent any person acquires a right to 
receive payments from the Company under this Plan, such rights shall be no 
greater than the rights of an unsecured creditor of the Company and the 
Participant shall not have any rights in or against any specific assets of the 
Company.  All of the Awards granted under the Plan shall be unfunded.

10.8  No Guarantee of Tax Consequences

No person connected with the Plan in any capacity, including, but not limited 
to, Kodak and its Subsidiaries and their directors, officers, agents and 
employees makes any representation, commitment, or guarantee that any tax 
treatment, including, but not limited to, Federal, state and local income, 
estate and gift tax treatment, will be applicable with respect to amounts 
deferred under the Plan, or paid to or for the benefit of a Participant under 
the Plan, or that such tax treatment will apply to or be available to a 
Participant on account of participation in the Plan.

10.9  Compliance with Section 162(m)

If any provision of the Plan would cause the Awards granted to a Covered 
Person not to constitute qualified Performance-Based Compensation under 
Section 162(m) of the Code, that provision, insofar as it pertains to the 
Covered Person, shall be severed from, and shall be deemed not to be a part 
of, this Plan, but the other provisions hereof shall remain in full force and 
effect.

10.10  Compliance with Exchange Act

With respect to Participants who are subject to the Section 16 of the Exchange 
Act, transactions under this Plan are intended to comply with applicable 
conditions of Rule 16b-3 or its successors under the Exchange Act.  To the 
extent any provision of the Plan or action by the Committee fails to so 
comply, it shall, but only insofar as it pertains to Participants who are 
subject to Section 16 of the Exchange Act, be deemed null and void, to the 
extent permitted by law and deemed advisable by the Committee.

                               EXHIBIT 5

                                            March 14, 1997
Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

I am General Counsel and Senior Vice President of Eastman Kodak Company, a New 
Jersey corporation ("Kodak").

With respect to the Registration Statement on Form S-8 (the "Registration 
Statement") filed today by Kodak with the Securities and Exchange Commission 
for the purpose of registering under the Securities Act of 1933, as amended, 
4,000,000 shares of common stock, $2.50 par value, of Kodak (the "Shares") to 
be granted to participants under, or issued upon the exercise of options and 
stock appreciation rights, or issued in connection with other awards granted 
under the Wage Dividend Plan (the "Plan"), I have examined originals or 
copies, certified or otherwise identified to my satisfaction, of such 
corporate records, certificates, and other documents and instruments, and such 
questions of law, as I have considered necessary or desirable for the purpose 
of this opinion.

Based on the foregoing, I am of the opinion that the Shares, when the 
Registration Statement has become effective and the Shares have been issued 
and delivered as contemplated in the Plan, will be legally issued, fully paid, 
and non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration 
Statement.

                                          Very truly yours,

                                          Gary P. Van Graafeiland
                                          General Counsel and
                                          Senior Vice President

                              EXHIBIT 23A

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated January 15, 1997, appearing on page 
12 of Eastman Kodak Company's Annual Report on Form 10-K for the year ended 
December 31, 1996.

Price Waterhouse LLP
Rochester, New York
March 14, 1997

                                               March 14, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   Eastman Kodak Company Registration Statement on Form S-8 Relating to 
      Securities to be Issued Under the Wage Dividend Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman Kodak Company's 
Registration Statement on Form S-8 for the Wage Dividend Plan.  The filing fee 
of $110,048.00 was transferred to the Commission.  This transfer consisted of 
a wire transfer on March 14 of $108,629.48 to the Commission's account at 
Mellon Bank in Pittsburgh, Pennsylvania, and utilization of a credit balance 
of $1,418.52 credited to Account Number 0000031235.

Please call the undersigned at 716-724-4368 if you have any questions.

                                    Very truly yours,

                                    EASTMAN KODAK COMPANY

                                    Joyce P. Haag
                                    Secretary