<PAGE>

 As filed with the Securities and Exchange Commission on 
December 8, 1995
                                                            
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)

                             EASTMAN KODAK COMPANY
                    1995 OMNIBUS LONG-TERM COMPENSATION 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
<TABLE>
<CAPTION>
                                               Proposed 
Maximum       Proposed Maximum
Securities to be       Amount to be            Offering 
Price         Aggregate Offering   Amount of
Registered             Registered              Per Share (1)          
Price                Registration Fee
<S>                    <C>                     <C>                    
<C>                  <C>
Common Stock           16,000,000              $67.4375.00   
$1,079,000,000  $372,069.00
par value $2.50          shares
   per share
</TABLE>

(1) Estimated on the basis of the average of the high and 
low prices of Kodak
Common Stock reported on the New York Stock Exchange for 
December 5,
1995, 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.






<PAGE>



                                    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, 1994, as amended by Form 10-K/A 
dated May 1, 1995.

                 Kodak's Form 10-Q Quarterly Report for the 
quarter ended March
                 31, 1995.

                 Kodak's Form 10-Q Quarterly Report for the 
quarter ended June
                 30, 1995.

                 Kodak's Form 10-Q Quarterly Report for the 
quarter ended
                 September 30, 1995.


                 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, Senior Vice 
President and General
Counsel 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.






<PAGE>



Item 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                    Exhibit
- ------                    -------
<S>              <C>
3(A)             Certificate of Incorporation

3(B)             By-laws, as amended through September 11, 
1992

4                Eastman Kodak Company 1995 Omnibus 
Long-Term Incentive Plan

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

24A              Consent of Price Waterhouse LLP, 
independent accountants

24B              Consent of Gary P. Van Graafeiland 
(included in Exhibit 5 to this Registration Statement)
</TABLE>

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






<PAGE>



                 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.






<PAGE>



                                   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 8th
day of December, 1995.


EASTMAN KODAK COMPANY


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

By:      /s/ David J. FitzPatrick
         ------------------------
         Controller
         (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 December 8, 1995.

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  
                                            
- ----------------------------

John J. Phelan, Jr.        Director         /s/ John J. 
Phelan, Jr.          
                                            
- ------------------------------
                                                                        
Wilbur J. Prezzano         Director         /s/ Wilbur J 
Prezzano             
                                            
- ----------------------------

Leo J. Thomas              Director         /s/ Leo J. 
Thomas             
                                            
- ------------------------------

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






<PAGE>



                             EASTMAN KODAK COMPANY
                       REGISTRATION STATEMENT ON FORM S-8
                    1995 OMNIBUS LONG-TERM COMPENSATION PLAN

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                                 Exhibit                                               
Location
- ------                                 -------                                               
- --------
<S>                    <C>                                                      
<C>
3(A)                   Certificate of Incorporation                             
Incorporated by reference to Annual Report
                                                                                
on Form 10-K for the fiscal year ended
                                                                                
December 25, 1988, Exhibit 3

3(B)                   By-laws, as amended through September 
11, 1992           Incorporated by reference to Annual 
Report
                                                                                
on Form 10-K for the fiscal year ended
                                                                                
December 31, 1992, Exhibit 3

4                      Eastman Kodak Company 1995 Omnibus 
Long-Term             Incorporated by reference to Quarterly
                       Incentive Plan                                           
Report on Form 10-Q for the quarter ended
                                                                                
June 30, 1995.
5                      Opinion of Gary P. Van Graafeiland as 
to the
                       legality of the securities registered
                                                                                
*
24(A)                  Consent of Price Waterhouse LLP, 
independent
                       accountants
                                                                                
*
24(B)                  Consent of Gary P. Van Graafeiland

                                                                                
Included in Exhibit 5 to this Registration
                                                                                
Statement
</TABLE>        
*Included as part of the electronic submission of this 
Registration Statement






<PAGE>
                                   EXHIBIT 5



December 8, 1995



Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

I am Senior Vice President and General Counsel 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,
16,000,000 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 Eastman Kodak Company 1995 Omnibus Long-Term 
Compensation 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 
will, when the
Registration Statement has become effective and the Shares 
have been issued and
delivered as contemplated in the Plan, 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
                                        Senior Vice 
President
                                        and General Counsel






<PAGE>
                                  EXHIBIT 24A


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 30, 1995, 
appearing on page
18 of Eastman Kodak Company's Annual Report on Form 10-K for 
the year ended
December 31, 1994, and our report dated April 28, 1995, 
appearing on Page 3 of Eastman Kodak Company's Amended 
Annual Report for the year ended December 31, 1994, on Form 
10-K/A dated May 1, 1995.



Price Waterhouse LLP
New York, New York
December 8, 1995






<PAGE>





December 8, 1995



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 Eastman Kodak 
Company 1995 Omnibus
         Long-Term Compensation Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman 
Kodak Company's
Registration statement on Form S-8 for the Eastman Kodak  
Company 1995 Omnibus
Long-Term Compensation Plan.  The filing fee of $372,069.00 
was transferred on December 8, 1995, to the Commission's 
account at Mellon Bank in Pittsburgh, Pennsylvania.

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

                                        Very truly yours,


                                        EASTMAN KODAK 
COMPANY


                                        Joyce P. Haag
                                        Secretary
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19519}]
{"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": "033-65033", "film-number": "95601862"}, "business-address": {"street1": "343 STATE ST", "city": "ROCHESTER", "state": "NY", "zip": "14650", "phone": "7167244000"}}
As filed with the Securities and Exchange Commission on 
December 8, 1995
                                                            
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)

                             EASTMAN KODAK COMPANY
                    1995 OMNIBUS LONG-TERM COMPENSATION 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 
Maximum       Proposed Maximum
Securities to be       Amount to be            Offering 
Price         Aggregate Offering   Amount of
Registered             Registered              Per Share (1)          
Price                Registration Fee
Common Stock           16,000,000              $67.4375.00   
$1,079,000,000  $372,069.00
par value $2.50          shares
   per share
(1) Estimated on the basis of the average of the high and 
low prices of Kodak
Common Stock reported on the New York Stock Exchange for 
December 5,
1995, 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, 1994, as amended by Form 10-K/A 
dated May 1, 1995.

                 Kodak's Form 10-Q Quarterly Report for the 
quarter ended March
                 31, 1995.

                 Kodak's Form 10-Q Quarterly Report for the 
quarter ended June
                 30, 1995.

                 Kodak's Form 10-Q Quarterly Report for the 
quarter ended
                 September 30, 1995.

                 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, Senior Vice 
President and General
Counsel 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
- ------                    -------
3(A)             Certificate of Incorporation

3(B)             By-laws, as amended through September 11, 
1992

4                Eastman Kodak Company 1995 Omnibus 
Long-Term Incentive Plan

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

24A              Consent of Price Waterhouse LLP, 
independent accountants

24B              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 8th
day of December, 1995.

EASTMAN KODAK COMPANY

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

By:      /s/ David J. FitzPatrick
         ------------------------
         Controller
         (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 December 8, 1995.

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  
                                            
- ----------------------------

John J. Phelan, Jr.        Director         /s/ John J. 
Phelan, Jr.          
                                            
- ------------------------------
                                                                        
Wilbur J. Prezzano         Director         /s/ Wilbur J 
Prezzano             
                                            
- ----------------------------

Leo J. Thomas              Director         /s/ Leo J. 
Thomas             
                                            
- ------------------------------

Richard A. Zimmerman       Director         /s/ Richard A. 
Zimmerman
                                            
- ------------------------
EASTMAN KODAK COMPANY
                       REGISTRATION STATEMENT ON FORM S-8
                    1995 OMNIBUS LONG-TERM COMPENSATION PLAN

                               INDEX TO EXHIBITS
Exhibit
Number                                 Exhibit                                               
Location
- ------                                 -------                                               
- --------
3(A)                   Certificate of Incorporation                             
Incorporated by reference to Annual Report
                                                                                
on Form 10-K for the fiscal year ended
                                                                                
December 25, 1988, Exhibit 3

3(B)                   By-laws, as amended through September 
11, 1992           Incorporated by reference to Annual 
Report
                                                                                
on Form 10-K for the fiscal year ended
                                                                                
December 31, 1992, Exhibit 3

4                      Eastman Kodak Company 1995 Omnibus 
Long-Term             Incorporated by reference to Quarterly
                       Incentive Plan                                           
Report on Form 10-Q for the quarter ended
                                                                                
June 30, 1995.
5                      Opinion of Gary P. Van Graafeiland as 
to the
                       legality of the securities registered
                                                                                
*
24(A)                  Consent of Price Waterhouse LLP, 
independent
                       accountants
                                                                                
*
24(B)                  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 5

December 8, 1995

Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

I am Senior Vice President and General Counsel 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,
16,000,000 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 Eastman Kodak Company 1995 Omnibus Long-Term 
Compensation 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 
will, when the
Registration Statement has become effective and the Shares 
have been issued and
delivered as contemplated in the Plan, 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
                                        Senior Vice 
President
                                        and General Counsel
EXHIBIT 24A

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 30, 1995, 
appearing on page
18 of Eastman Kodak Company's Annual Report on Form 10-K for 
the year ended
December 31, 1994, and our report dated April 28, 1995, 
appearing on Page 3 of Eastman Kodak Company's Amended 
Annual Report for the year ended December 31, 1994, on Form 
10-K/A dated May 1, 1995.

Price Waterhouse LLP
New York, New York
December 8, 1995
December 8, 1995

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 Eastman Kodak 
Company 1995 Omnibus
         Long-Term Compensation Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman 
Kodak Company's
Registration statement on Form S-8 for the Eastman Kodak  
Company 1995 Omnibus
Long-Term Compensation Plan.  The filing fee of $372,069.00 
was transferred on December 8, 1995, to the Commission's 
account at Mellon Bank in Pittsburgh, Pennsylvania.

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

                                        Very truly yours,

                                        EASTMAN KODAK 
COMPANY

                                        Joyce P. Haag
                                        Secretary