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 of             (I.R.S. Employer
   incorporation or organization)              Identification No.)

   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) 724-4368
        (Name, address, and telephone number of agent for service)

Pursuant to Instruction E to Form S-8, the contents of Registration 
Statement No. 33-65033 are incorporated by reference.
<TABLE>
                    CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of       Amount to     Proposed     Proposed     Amount of
Security       be            Maximum      Maximum      Registration
to be          Registered:   Offering     Aggregate    Fee
Registered:                  Price Per    Offering
                             Share (1):   Price:
<S>---------   <C>--------   <C>-------   <C>--------- <C>----------
Common         4,000,000     $67.53125    $270,125,000 $79,686.88
Stock par
value $2.50
per share
<FN>
(1)  Determined on the basis of the average of the high and low 
prices of Kodak Common Stock as reported in the New York Stock 
Exchange Composite Transactions as published in The Wall Street 
Journal for June 19, 1998 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.

</TABLE>

Pursuant to Instruction E to Form S-8, simultaneously with the filing 
of this Registration Statement on Form S-8, the registrant is filing 
another Registration Statement on Form S-8 to post-effectively amend 
Registration No. 33-23371 to deregister 3,000,000 shares.  Registrant 
will carry forward these 3,000,000 shares to this Registration 
Statement on Form S-8 and apply $79,686.88 of the $82,536 filing fee 
previously paid by registrant for such 3,000,000 shares to the filing 
fee due as a result of the 4,000,000 shares being registered by this 
Registration Statement on Form S-8.  

Upon this Registration Statement's effectiveness, there will be 
20,000,000 shares registered under the Eastman Kodak Company 1995 
Omnibus Long-Term Compensation Plan (the "Plan"), 16,000,000 shares 
from Registration Statement No. 33-65033 and 4,000,000 from this 
Registration Statement on Form S-8.

PART II

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 8.  EXHIBITS

Exhibit
Number         Exhibit

3(A)           Certificate of Incorporation

3(B)           By-laws

4              Eastman Kodak Company 1995 Omnibus Long-Term 
Compensation 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)


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the 
"Act"), 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 25th day of June, 1998.


EASTMAN KODAK COMPANY


      /s/ George M.C. Fisher
By:   George M.C. Fisher,
Chairman of the Board and Chief Executive Officer

     /s/ Harry L. Kavetas
By:  Harry L. Kavetas,
     Chief Financial Officer and Executive Vice President (Principal 
Financial Officer)

      /s/ Jesse J. Greene, Jr.
By:   Jesse J. Greene, Jr.,
Treasurer, Vice President, Finance and Acting Controller 
(Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature 
appears below constitutes and appoints each of Gary P. Van 
Graafeiland and Joyce P. Haag, acting alone or together, as such 
person's true and lawful attorney-in-fact and agent with full powers 
of substitution and revocation, for such person and in such person's 
name, place, and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this 
registration statement and to file the same with all exhibits 
thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, acting alone, full power and authority to do and 
perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as such person might or 
could do in person, hereby ratifying and confirming all that said 
attorney-in-fact and agent, acting alone, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the requirements of the Act, this registration statement 
has been signed by the following persons in the capacities indicated 
on June 25, 1998.



Name, Title:

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

Daniel A. Carp, Director           /s/ Daniel A. Carp

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

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

Durk I. Jager, Director            /s/ Durk I. Jager

Harry L. Kavetas, Director         /s/ Harry L. Kavetas

Paul H. O'Neill, Director          /s/ Paul H. O'Neill

John J. Phelan, Jr., Director      /s/ John J. Phelan, Jr.

Laura D'Andrea Tyson, Director     /s/ Laura D'Andrea Tyson

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



<TABLE>

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


INDEX TO EXHIBITS

<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                         Incorporated by reference to Annual 
                                             Report on Form 10-K for the fiscal year
                                             ended December 31, 1997, Exhibit 3

4	Eastman Kodak Company 1995       Incorporated by reference to Form S-8
            Omnibus Long-Term Compensation   filed December 8, 1995, Registration 
            Plan                             Statement No. 33-65033

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

23(A)       Consent of Price Waterhouse 
            LLP, independent accountants     *

23(B)       Consent of                       Included in Exhibit 5 to this
            Gary P. Van Graafeiland          Registration Statement
<FN>
* Included as part of the electronic submission of this Registration Statement
(/TABLE>

EXHIBIT 5




June 25, 1998


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 additional shares of 
common stock, $2.50 par value, of Kodak (the "Shares") to be granted 
to participants, 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 when the 
Registration Statement has become effective and the Shares have been 
issued and delivered as contemplated in the Plan, the Shares 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,

/s/ Gary P. Van Graafeiland

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 14, 
1998, appearing on page 20 of Eastman Kodak Company's Annual Report 
on Form 10-K for the year ended December 31, 1997.



Price Waterhouse LLP
Rochester, New York
June 25, 1998


June 25, 1998

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 total filing fee of 
$79,686.88 was due as a result of this Registration Statement.

Pursuant to Instruction E to Form S-8, simultaneously with the filing 
of this Registration Statement on Form S-8, the registrant is filing 
another Registration Statement on Form S-8 to post-effectively amend 
the contents of Registration No. 333-23371 to deregister 3,000,000 
shares.  Registrant will carry forward these 3,000,000 shares to this 
Registration Statement on Form S-8 and apply $79,686.88 of the 
$82,536 filing fee previously paid by registrant for such 3,000,000 
shares to the filing fee due as a result of the 4,000,000 shares 
being registered by this Registration Statement on Form S-8.

Thus, as a result of applying the $79,686.88 to the total filing fee 
of $79,686.88 due as a result of this Registration Statement, there 
is no balance owing.

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

Very truly yours,


EASTMAN KODAK COMPANY

/s/ Joyce P. Haag

Joyce P. Haag
Secretary

<PAGE 10>

<PAGE 1>





</TABLE>
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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 of             (I.R.S. Employer
   incorporation or organization)              Identification No.)

   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) 724-4368
        (Name, address, and telephone number of agent for service)

Pursuant to Instruction E to Form S-8, the contents of Registration 
Statement No. 33-65033 are incorporated by reference.

                    CALCULATION OF REGISTRATION FEE
Title of       Amount to     Proposed     Proposed     Amount of
Security       be            Maximum      Maximum      Registration
to be          Registered:   Offering     Aggregate    Fee
Registered:                  Price Per    Offering
                             Share (1):   Price:
---------
--------
-------
---------
----------
Common         4,000,000     $67.53125    $270,125,000 $79,686.88
Stock par
value $2.50
per share
(1)  Determined on the basis of the average of the high and low 
prices of Kodak Common Stock as reported in the New York Stock 
Exchange Composite Transactions as published in The Wall Street 
Journal for June 19, 1998 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 Instruction E to Form S-8, simultaneously with the filing 
of this Registration Statement on Form S-8, the registrant is filing 
another Registration Statement on Form S-8 to post-effectively amend 
Registration No. 33-23371 to deregister 3,000,000 shares.  Registrant 
will carry forward these 3,000,000 shares to this Registration 
Statement on Form S-8 and apply $79,686.88 of the $82,536 filing fee 
previously paid by registrant for such 3,000,000 shares to the filing 
fee due as a result of the 4,000,000 shares being registered by this 
Registration Statement on Form S-8.  

Upon this Registration Statement's effectiveness, there will be 
20,000,000 shares registered under the Eastman Kodak Company 1995 
Omnibus Long-Term Compensation Plan (the "Plan"), 16,000,000 shares 
from Registration Statement No. 33-65033 and 4,000,000 from this 
Registration Statement on Form S-8.

PART II

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 8.  EXHIBITS

Exhibit
Number         Exhibit

3(A)           Certificate of Incorporation

3(B)           By-laws

4              Eastman Kodak Company 1995 Omnibus Long-Term 
Compensation 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)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the 
"Act"), 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 25th day of June, 1998.

EASTMAN KODAK COMPANY

      /s/ George M.C. Fisher
By:   George M.C. Fisher,
Chairman of the Board and Chief Executive Officer

     /s/ Harry L. Kavetas
By:  Harry L. Kavetas,
     Chief Financial Officer and Executive Vice President (Principal 
Financial Officer)

      /s/ Jesse J. Greene, Jr.
By:   Jesse J. Greene, Jr.,
Treasurer, Vice President, Finance and Acting Controller 
(Principal Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature 
appears below constitutes and appoints each of Gary P. Van 
Graafeiland and Joyce P. Haag, acting alone or together, as such 
person's true and lawful attorney-in-fact and agent with full powers 
of substitution and revocation, for such person and in such person's 
name, place, and stead, in any and all capacities, to sign any and 
all amendments (including post-effective amendments) to this 
registration statement and to file the same with all exhibits 
thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent, acting alone, full power and authority to do and 
perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as such person might or 
could do in person, hereby ratifying and confirming all that said 
attorney-in-fact and agent, acting alone, or his substitute or 
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Act, this registration statement 
has been signed by the following persons in the capacities indicated 
on June 25, 1998.

Name, Title:

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

Daniel A. Carp, Director           /s/ Daniel A. Carp

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

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

Durk I. Jager, Director            /s/ Durk I. Jager

Harry L. Kavetas, Director         /s/ Harry L. Kavetas

Paul H. O'Neill, Director          /s/ Paul H. O'Neill

John J. Phelan, Jr., Director      /s/ John J. Phelan, Jr.

Laura D'Andrea Tyson, Director     /s/ Laura D'Andrea Tyson

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

EASTMAN KODAK COMPANY
REGISTRATION STATEMENT ON FORM S-8
EASTMAN KODAK COMPANY 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                         Incorporated by reference to Annual 
                                             Report on Form 10-K for the fiscal year
                                             ended December 31, 1997, Exhibit 3

4	Eastman Kodak Company 1995       Incorporated by reference to Form S-8
            Omnibus Long-Term Compensation   filed December 8, 1995, Registration 
            Plan                             Statement No. 33-65033

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

23(A)       Consent of Price Waterhouse 
            LLP, independent accountants     *

23(B)       Consent of                       Included in Exhibit 5 to this
            Gary P. Van Graafeiland          Registration Statement
* Included as part of the electronic submission of this Registration Statement
(/TABLE>

EXHIBIT 5

June 25, 1998

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 additional shares of 
common stock, $2.50 par value, of Kodak (the "Shares") to be granted 
to participants, 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 when the 
Registration Statement has become effective and the Shares have been 
issued and delivered as contemplated in the Plan, the Shares 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,

/s/ Gary P. Van Graafeiland

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 14, 
1998, appearing on page 20 of Eastman Kodak Company's Annual Report 
on Form 10-K for the year ended December 31, 1997.

Price Waterhouse LLP
Rochester, New York
June 25, 1998

June 25, 1998

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 total filing fee of 
$79,686.88 was due as a result of this Registration Statement.

Pursuant to Instruction E to Form S-8, simultaneously with the filing 
of this Registration Statement on Form S-8, the registrant is filing 
another Registration Statement on Form S-8 to post-effectively amend 
the contents of Registration No. 333-23371 to deregister 3,000,000 
shares.  Registrant will carry forward these 3,000,000 shares to this 
Registration Statement on Form S-8 and apply $79,686.88 of the 
$82,536 filing fee previously paid by registrant for such 3,000,000 
shares to the filing fee due as a result of the 4,000,000 shares 
being registered by this Registration Statement on Form S-8.

Thus, as a result of applying the $79,686.88 to the total filing fee 
of $79,686.88 due as a result of this Registration Statement, there 
is no balance owing.

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

Very truly yours,

EASTMAN KODAK COMPANY

/s/ Joyce P. Haag

Joyce P. Haag
Secretary