<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)

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

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

                            EASTMAN KODAK EMPLOYEES'
                          SAVINGS AND INVESTMENT 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 (1)         Registered (1)          Per Share (2)            
Price                       Registration Fee
<S>                    <C>                     <C>                      
<C>                         <C>
Common Stock           5,000,000               $67.4375                 
$337,187,500.00           $116,272.00
 par value $2.50          shares
     per share
</TABLE>

(1) In addition, pursuant to Rule 416(c) under the 
Securities Act of 1933, this
registration statement covers an indeterminate amount of 
interests to be
offered or sold pursuant to the Eastman Kodak Employees' 
Savings and Investment
Plan.
(2) 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>



                 Pursuant to General Instruction E to Form 
S-8, Registration
Statement No. 33-36731 on Form S-8, filed with the 
Securities and Exchange
Commission on September 6, 1990,  relating to the Eastman 
Kodak Employees' Savings
and Investment Plan (the "Plan"), including all amendments 
thereto, is hereby
incorporated by reference in this Registration Statement, 
and any subsequent
amendments thereto shall be deemed to be incorporated by 
reference herein and
to be a part hereof from the date of the filing of any such 
amendments.  The
shares of Eastman Kodak Company Common Stock and plan 
interests registered on
this Registration Statement are in addition to shares 
previously registered for
issuance pursuant to the Plan on Registration Statements No. 
33-36731 and No.
2-88620.






<PAGE>



                                    PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


                 The following information previously filed 
by the Eastman
Kodak Company ("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.

                 Eastman Kodak Employees' Savings and 
Investment Plan's Annual
                 Report on Form 11-K for the year ended 
December 30, 1994.


                 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.






<PAGE>



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 is a participant in 
the Plan and may
direct some of his investments under the Plan into the Kodak 
Common Stock Fund.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 Omitted pursuant to General Instruction E 
to Form S-8.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not 
applicable.

Item 8.  EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number                    Exhibit
- ------                    -------
<S>              <C>
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)


                 Other Exhibits omitted pursuant to General 
Instruction E to Form S-8.
</TABLE>

Item 9.  UNDERTAKINGS

                 Omitted pursuant to General Instruction E 
to Form S-8.






<PAGE>



                                   SIGNATURES

THE REGISTRANT.  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
         ------------------------
         Chairman of the Board
         President and 
         Chief Executive Officer

By:      /s/ Harry L. Kavetas
         --------------------
         Executive Vice President and
         Chief Financial 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  
                                            ----------------
- -------------------







<PAGE>



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

THE PLAN.  Pursuant to the requirements of the Securities 
Act of 1933, the
administrators of the Eastman Kodak Employees' Savings and 
Investment Plan have
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 December 8, 1995.

                                EASTMAN KODAK EMPLOYEES'
                                SAVINGS AND INVESTMENT PLAN
                                
                                By: /s/ David E. Edwards               
                                    ------------------------
- -------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/ Harry L. Kavetas                
                                    ------------------------
- -------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/ Jesse J. Greene, Jr.              
                                    ------------------------
- -------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/Michael P. Morley               
                                    ------------------------
- ------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/Gary P. Van 
Graafeiland      
                                    ------------------------
- -----
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/Charles A. Singleton           
                                    ------------------------
- -----
                                Member of the Savings and 
Investment
                                Plan Committee






<PAGE>



The foregoing individuals constitute at least a majority of 
the Savings and
Investment Plan Committee.






<PAGE>



                             EASTMAN KODAK COMPANY
                       REGISTRATION STATEMENT ON FORM S-8
                          SAVINGS AND INVESTMENT PLAN

                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number                                Exhibit                                            
Location
- ------                                -------                                            
- --------
<S>                   <C>                                                      
<C>
5                     Opinion of Gary P. Van Graafeiland as 
to the             Included as part of the electronic
                      legality of the securities registered                    
submission of this Registration Statement

                                                                                                                          
24A                   Consent of Price Waterhouse LLP, 
independent             Included as part of the electronic
                      accountants                                              
submission of this Registration Statement
                                                                                                                                  
                                                                                                 
24B                   Consent of Gary P. Van Graafeiland                       
Included in Exhibit 5 to this Registration
                                                                               
Statement
</TABLE>





<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,
5,000,000 shares of common stock, $2.50 par value, of Kodak 
(the "Shares") to
be acquired under the Eastman Kodak Employees'Savings and 
Investment 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 acquired
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

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 additional securities in 
connection with the
                 Eastman Kodak Employees' Savings and 
Investment Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman 
Kodak Company's
Registration Statement on Form S-8 for additional securities 
under the Eastman
Kodak  Company Savings and Investment Plan.  The filing fee 
of $116,272.00
was transferred on December 8, 1995 to the Commission's 
account at Mellon Bank
in Pittsburgh, PA.

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": 18238}]
{"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": "033-65035", "film-number": "95601865"}, "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 EMPLOYEES'
                          SAVINGS AND INVESTMENT 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 (1)         Registered (1)          Per Share (2)            
Price                       Registration Fee
Common Stock           5,000,000               $67.4375                 
$337,187,500.00           $116,272.00
 par value $2.50          shares
     per share
(1) In addition, pursuant to Rule 416(c) under the 
Securities Act of 1933, this
registration statement covers an indeterminate amount of 
interests to be
offered or sold pursuant to the Eastman Kodak Employees' 
Savings and Investment
Plan.
(2) 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.
Pursuant to General Instruction E to Form 
S-8, Registration
Statement No. 33-36731 on Form S-8, filed with the 
Securities and Exchange
Commission on September 6, 1990,  relating to the Eastman 
Kodak Employees' Savings
and Investment Plan (the "Plan"), including all amendments 
thereto, is hereby
incorporated by reference in this Registration Statement, 
and any subsequent
amendments thereto shall be deemed to be incorporated by 
reference herein and
to be a part hereof from the date of the filing of any such 
amendments.  The
shares of Eastman Kodak Company Common Stock and plan 
interests registered on
this Registration Statement are in addition to shares 
previously registered for
issuance pursuant to the Plan on Registration Statements No. 
33-36731 and No.
2-88620.
PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

                 The following information previously filed 
by the Eastman
Kodak Company ("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.

                 Eastman Kodak Employees' Savings and 
Investment Plan's Annual
                 Report on Form 11-K for the year ended 
December 30, 1994.

                 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 is a participant in 
the Plan and may
direct some of his investments under the Plan into the Kodak 
Common Stock Fund.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

                 Omitted pursuant to General Instruction E 
to Form S-8.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not 
applicable.

Item 8.  EXHIBITS
Exhibit
Number                    Exhibit
- ------                    -------
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)

                 Other Exhibits omitted pursuant to General 
Instruction E to Form S-8.
Item 9.  UNDERTAKINGS

                 Omitted pursuant to General Instruction E 
to Form S-8.
SIGNATURES

THE REGISTRANT.  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
         ------------------------
         Chairman of the Board
         President and 
         Chief Executive Officer

By:      /s/ Harry L. Kavetas
         --------------------
         Executive Vice President and
         Chief Financial 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
                                            ----------------
- --------

THE PLAN.  Pursuant to the requirements of the Securities 
Act of 1933, the
administrators of the Eastman Kodak Employees' Savings and 
Investment Plan have
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 December 8, 1995.

                                EASTMAN KODAK EMPLOYEES'
                                SAVINGS AND INVESTMENT PLAN
                                
                                By: /s/ David E. Edwards               
                                    ------------------------
- -------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/ Harry L. Kavetas                
                                    ------------------------
- -------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/ Jesse J. Greene, Jr.              
                                    ------------------------
- -------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/Michael P. Morley               
                                    ------------------------
- ------
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/Gary P. Van 
Graafeiland      
                                    ------------------------
- -----
                                Member of the Savings and 
Investment
                                Plan Committee
                                
                                By: /s/Charles A. Singleton           
                                    ------------------------
- -----
                                Member of the Savings and 
Investment
                                Plan Committee
The foregoing individuals constitute at least a majority of 
the Savings and
Investment Plan Committee.
EASTMAN KODAK COMPANY
                       REGISTRATION STATEMENT ON FORM S-8
                          SAVINGS AND INVESTMENT PLAN

                               INDEX TO EXHIBITS
Exhibit
Number                                Exhibit                                            
Location
- ------                                -------                                            
- --------
5                     Opinion of Gary P. Van Graafeiland as 
to the             Included as part of the electronic
                      legality of the securities registered                    
submission of this Registration Statement

                                                                                                                          
24A                   Consent of Price Waterhouse LLP, 
independent             Included as part of the electronic
                      accountants                                              
submission of this Registration Statement
                                                                                                                                  
                                                                                                 
24B                   Consent of Gary P. Van Graafeiland                       
Included in Exhibit 5 to 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,
5,000,000 shares of common stock, $2.50 par value, of Kodak 
(the "Shares") to
be acquired under the Eastman Kodak Employees'Savings and 
Investment 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 acquired
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

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 additional securities in 
connection with the
                 Eastman Kodak Employees' Savings and 
Investment Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman 
Kodak Company's
Registration Statement on Form S-8 for additional securities 
under the Eastman
Kodak  Company Savings and Investment Plan.  The filing fee 
of $116,272.00
was transferred on December 8, 1995 to the Commission's 
account at Mellon Bank
in Pittsburgh, PA.

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

                                        Very truly yours,

                                        EASTMAN KODAK
                                        COMPANY

                                        Joyce P. Haag
                                        Secretary