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)

                          KODAK STOCK OPTION 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)

<TABLE>
                        CALCULATION OF REGISTRATION FEE

<CAPTION>


    Title of          Amount to be     Proposed          Proposed          Amount of
Securities to be       Registered:     Maximum           Maximum         Registration 
   Registered:                       Offering Price      Aggregate           Fee
                                      Per Share(1):    Offering Price:
----------------      ------------   --------------    ---------------   --------------
<S>                   <C>            <C>               <C>               <C>
Common Stock          10,000,000     $67.53125         $675,312,500      $199,217.19
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 apply $2,849.12 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 10,000,000 shares being registered 
by this Registration Statement on Form S-8.  In addition, the 
registrant, has a filing credit of $448.54 which it will also apply 
to the filing fee.



PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE


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

Annual Report on Form 10-K, as amended, for the year ended December 
31, 1997;

Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 
and

Proxy Statement on Schedule 14A dated March 20, 1998.

All documents filed by Kodak with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934 (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 deregisters all securities then remaining unsold will be 
deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of filing of such 
documents.


Description Of Kodak Common Stock

The following is a brief description of Kodak Common Stock.

Dividend Rights

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

Voting Rights

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

Liquidation Rights

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

Preemptive Rights

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


Item 4.  DESCRIPTION OF SECURITIES

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the securities being offered hereby will be passed 
upon by Gary P. Van Graafeiland, General Counsel and Senior Vice 
President of Kodak.  Mr. Van Graafeiland owns and has options to 
purchase Kodak Common Stock, but is not 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 protecting its 
directors and officers against certain liabilities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


Item 8.  EXHIBITS

Exhibit
Number         Exhibit

3(A)           Certificate of Incorporation

3(B)           By-laws

4              Kodak Stock Option Plan

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

23A            Consent of Price Waterhouse LLP, independent 
accountants

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


Item 9.  UNDERTAKINGS

Updating Information

(a)   The undersigned registrant hereby undertakes:

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

(2)   That, for the purpose of determining any liability under 
the Securities Act of 1933 (the "Act"), 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 Act, each 
filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act 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 Act 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 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
KODAK STOCK OPTION PLAN


                              INDEX TO EXHIBITS

<CAPTION>
Exhibit
Number       Exhibit                         Location
<S>---       <C>--------------------------   <S>------------------------------------

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            Kodak Stock Option Plan          *

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 4

KODAK STOCK OPTION PLAN


Article                                                  Page

1.   Purpose and Term of Plan----------------------------11

2.   Definitions-----------------------------------------11

3.   Eligibility-----------------------------------------16

4.   Plan Administration---------------------------------17

5.   Awards----------------------------------------------18

6.   Shares Subject to Plan------------------------------18

7.   Stock Options---------------------------------------19

8.   SARs------------------------------------------------21

9.   Termination of Employment---------------------------22

10.   Non-U.S. Employees---------------------------------25

11.   Change In Ownership--------------------------------27

12.   Change In Control----------------------------------27

13.   Miscellaneous--------------------------------------28





Copyright 1998, Eastman Kodak Company


ARTICLE 1  --  PURPOSE AND TERM OF PLAN

1.1   Purpose

The purposes of the Kodak Stock Option Plan are (i) to promote the 
interests of the Company and Kodak's shareholders by retaining 
quality Employees, (ii) to give substantially all Employees a stake 
in the Company's growth and success by focusing them on the 
performance of Kodak stock and thereby linking them worldwide, and 
(iii) to create a culture of ownership and excellence among all 
Employees worldwide.

1.2  Term

The Plan shall become effective on March 13, 1998.  Awards shall not 
be granted pursuant to the Plan after March 12, 2003.

ARTICLE 2  --  DEFINITIONS
 
In any necessary construction of a provision of this Plan, the 
masculine gender may include the feminine, and the singular may 
include the plural, and vice versa.  This Plan should be construed 
in an manner consistent with the intent of Kodak to establish a 
nonqualified stock option plan subject to fixed accounting 
treatment.
 
 2.1  Affiliate
 
 "Affiliate" means any entity in which Kodak owns, directly or 
through one or more intermediaries, more than 50% of the equity 
interest.
 
 2.2  Award
 
 "Award" means a grant of an Option or SAR made in accordance with 
the terms, conditions, restrictions and limitations of the Plan and 
those that the Committee may establish by the Award Notice or 
otherwise.
 
 2.3  Award Notice
 
 "Award Notice" means a notice, certificate, agreement or other 
document setting out the terms, conditions, restrictions and 
limitations of the Award (in addition to those provided under this 
Plan) as determined by the Committee in its discretion.
 
 2.4  Board
 
 "Board" means the Board of Directors of Kodak.
 

 2.5  Cause
 
"Cause" shall mean:

i.   a Participant's continued failure, for a period of at 
least 15 calendar days following a warning, to perform 
the Participant's duties in a manner deemed satisfactory 
by the Participant's supervisor, business unit president 
or functional equivalent, in the exercise of their sole 
discretion; or

ii.   the Participant's failure to follow a lawful written 
directive of Kodak's Chief Executive Officer, the 
Participant's supervisor or any other person to whom the 
Participant has a reporting relationship in any 
capacity; or

iii.  the Participant's willful violation of any material 
rule, regulation, or policy that may be established from 
time to time for the conduct of the business of the 
Participant's employer; or

iv.   the Participant's unlawful possession, use or sale of 
narcotics or other controlled substances, or, performing 
job duties while illegally used controlled substances 
are present in the Participant's system; or

v.    any act of omission or commission by the Participant in 
the scope of his or her employment (a) which results in 
the assessment of a civil or criminal penalty against 
the Participant or the Company, or (b) which in the 
reasonable judgment of the Participant's supervisor 
could result in a material violation of any foreign or 
U.S. federal, state or local law or regulation having 
the force of law; or

vi.   the Participant's conviction of or plea of guilty or no 
contest to any crime involving moral turpitude; or

vii.  any misrepresentation of a material fact to, or 
concealment of a material fact from, the Participant's 
supervisor or any other person in the Company to whom 
the Participant has a reporting relationship in any 
capacity; or


viii. the Participant's breach of the Eastman Kodak Company 
Employees' Agreement or the Kodak Business Conduct 
Guide, or the equivalent thereof that is established by 
the Participant's employer.
 
 A Participant's voluntary termination of employment in anticipation 
of termination for Cause shall be considered a termination of the 
Participant for Cause.  A Participant who is eligible for Retirement 
at the time he or she is terminated for Cause will be considered to 
have terminated his or her employment for Cause.
 
 2.6  Change In Control
 
 "Change In Control" means a change in control of Kodak of a nature 
that would be required to be reported (assuming such event has not 
been "previously reported") in response to Item 1(a) of the Current 
Report on Form 8-K, as in effect on August 1, 1989, pursuant to 
Section 13 or 15(d) of the Exchange Act; provided that, without 
limitation, a Change In Control shall be deemed to have occurred at 
such time as (i) any "person" within the meaning of Section 14(d) of 
the Exchange Act, other than Kodak, an Affiliate, or any employee 
benefit plan(s) sponsored by Kodak or any Affiliate, is or has 
become the "beneficial owner," as defined in Rule 13d-3 under the 
Exchange Act, directly or indirectly, of 25% or more of the combined 
voting power of the outstanding securities of Kodak ordinarily 
having the right to vote at the election of directors, or 
(ii) individuals who constitute the Board on March 13, 1998 (the 
"Incumbent Board") have ceased for any reason to constitute at least 
a majority thereof, provided that any person becoming a director 
subsequent to March 13, 1998 whose election, or nomination for 
election by Kodak's shareholders, was approved by a vote of at least 
three-quarters (3/4) of the directors comprising the Incumbent Board 
(either by a specific vote or by approval of the proxy statement of 
Kodak in which such person is named as a nominee for director 
without objection to such nomination) shall be, for purposes of this 
Plan, considered as though such person were a member of the 
Incumbent Board.
 
 2.7  Change In Control Price
 
 "Change In Control Price" means the highest closing price per share 
paid for the purchase of Common Stock on the New York Stock Exchange 
during the ninety (90) day period ending on the date the Change In 
Control occurs.
 
 2.8  Change In Ownership
 
 "Change In Ownership" means a Change In Control which results 
directly or indirectly in Kodak's Common Stock ceasing to be 
actively traded on the New York Stock Exchange.
 

 2.9  CEO
 
 "CEO" means the Chief Executive Officer of Kodak.
 
 2.10  Code
 
 "Code" means the Internal Revenue Code of 1986, as amended from time 
to time, including regulations thereunder and successor provisions 
and regulations thereto.
 
 2.11  Committee
 
 "Committee" means the Executive Compensation and Development 
Committee of the Board, or such other Board committee as may be 
designated by the Board to administer the Plan.
 
 2.12  Common Stock
 
 "Common Stock" means common stock, $2.50 par value per share, of 
Kodak.
 
 2.13  Company
 
 "Company" means Kodak and its Affiliates.

2.14  Disability

"Disability" means a disability under the terms of the long-term 
disability plan maintained by the Participant's employer, or in the 
absence of such a plan, the Kodak Long-Term Disability Plan.

 2.15  Employee
 
 "Employee" means any regular full or part-time employee of Kodak 
or any Affiliate; provided, however, (i) any employee of Kodak or 
any Affiliate in wage grade 48 or above or the equivalent thereof is 
not an "Employee"; (ii) individuals classified by Kodak as 
conditional employees, on-call employees, contract employees, 
limited service employees, provisional employees, periodic 
employees, leased employees, or special program employees, such as 
summer workers, interns, co-ops and visiting scientists are not 
"Employees"; (iii) individuals treated by an Affiliate as the 
equivalent of any of the following Kodak classifications are not 
"Employees": conditional employees, on-call employees, contract 
employees, limited service employees, provisional employees, 
periodic employees, leased employees, or special program employees, 
such as summer workers, interns, co-ops and visiting scientists; 
(iv) individuals who are not otherwise described in Sections 
2.15(ii) or (iii) but who are independent contractors or 
intermittent or temporary workers or employees of Kodak or an 
Affiliate are not "Employees"; (v) the Committee may determine 
that certain employees or all employees of a particular Affiliate 
are not "Employees"; and (vi) certain individuals employed by the 
Peoples Republic of China or Vietnam who are providing services to 
the Company and who would, but for the laws of such country, 
otherwise be classified by the Company as an Employee are 
"Employees."
 
 2.16  Exchange Act
 
 "Exchange Act" means the Securities Exchange Act of 1934, as amended 
from time to time, including rules thereunder and successor 
provisions and rules thereto.
 
 2.17  Fair Market Value
 
 "Fair Market Value" on any date, shall mean the average of the 
high and low at which the Common Stock trades on the New York Stock 
Exchange on such day, or if such day is not a Trading Day, on the 
immediately preceding Trading Day. 
 
 2.18  Grant Date
 
 "Grant Date" means the one or more date(s) selected by the Committee 
upon which an Award is granted to a Participant pursuant to this 
Plan.  The Grant Date may vary among Participants as determined by 
the Committee.
 
 2.19  In-The-Money
 
 "In-The-Money" means the amount as of a particular date by which 
the Fair Market Value of the Common Stock on such date exceeds an 
Award's option price or exercise price, as the case may be, time the 
number of shares of Common Stock underlying the Award.
 
 2.20  Kodak
 
 "Kodak" means Eastman Kodak Company.
 
 2.21  Layoff
 
 "Layoff" means, in the case of an Employee employed by Kodak, a 
layoff as defined in Section 4.01 of the Termination Allowance Plan 
("TAP") which qualifies the Employee for termination allowance 
benefits under TAP.  In the case of an Employee employed by an 
Affiliate, the Employee's involuntary termination of employment will 
qualify as a Layoff if: (1) the Employee's termination results from 
a slack work situation caused by completion of, or changes to, 
production schedules, consolidation of work functions, or 
downsizing; and (2) the Employee satisfies such other requirements 
or conditions that may be established by the Committee at any time 
and from time to time in order for the termination of employment of 
an Employee of an Affiliate to qualify as a Layoff.
 
 2.22  Option
 
 "Option" means an option to purchase shares of the Common Stock as 
described in Article 7 of the Plan.
 
 2.23  Participant
 
 "Participant" means an Employee to whom an Award has been granted by 
the Committee under the Plan, and for whom such Award remains 
outstanding, unforfeited and unexercised under the Plan.

2.24  Permitted Reason

"Permitted Reason" means a termination of employment by a 
Participant which the CEO, in his or her sole and absolute 
discretion, determines to be for a Permitted Reason.

2.25  Plan

 "Plan" means the Kodak Stock Option Plan, as set forth in the 
document, and as it may be amended from time to time.

2.26  Retirement

"Retirement" means in the case of a Participant employed by Kodak, 
early or normal retirement under the terms of the Kodak Retirement 
Income Plan, and in the case of Participant employed by an 
Affiliate, early or normal retirement under the terms of the 
Affiliate's retirement plan or in the absence thereof, termination 
at age 60 or later.  Notwithstanding the foregoing, a Participant 
must voluntarily terminate his or her employment in order for his or 
her termination of employment to be for "Retirement."

2.27  SARs

"SARs" mean an Award granted under Article 8 in the form of stock 
appreciation rights.  SARs entitle the Participant to receive a 
payment equal to the appreciation in market value of a stated number 
of shares of Common Stock from the exercise price to the market 
value of the Common Stock on the date of exercise.

2.28  Trading Day

"Trading Day" means a day on which the Common Stock is available 
for purchase on the New York Stock Exchange.

ARTICLE 3  --  ELIGIBILITY

3.1  In General

Subject to the terms of the Plan, any Employee is eligible to 
receive an Award under the Plan; provided, however, the Employee is 
employed by the Company on the Grant Date of such Award or such 
other date specified by the Committee.  


3.2  No Right to an Award

No Employee shall have at any time the right (i) to be selected as a 
Participant; (ii) to be entitled to an Award; and (iii) having been 
selected for an Award, to receive any additional Awards.

ARTICLE 4  --  PLAN ADMINISTRATION

4.1  Responsibility

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

4.2  Authority of the Committee

The Committee shall have all the authority that may be necessary or 
helpful to enable it to discharge its responsibilities with respect 
to the Plan.  Without limiting the generality of the preceding 
sentence, the Committee shall have the exclusive right to: (a) 
select the Participants and determine the type of Awards to be made 
to Participants, the shares subject to Awards and the terms, 
conditions, restrictions and limitations of the Awards; (b) 
interpret and administer the Plan; (c) decide all questions 
concerning eligibility for and the amount of Awards payable under 
the Plan; (d) construe any ambiguous provision of the Plan; (e) 
correct any default; (f) supply any omission; (g) reconcile any 
inconsistency; (h) issue administrative guidelines as an aid to 
administer the Plan and make changes in such guidelines as it from 
time to time deems proper; (i) make regulations for carrying out the 
Plan and make changes in such regulations as it from time to time 
deems proper; (j) adopt subplans applicable to Participants in 
specified jurisdictions outside the United States; (k), to the 
extent permitted under the Plan, grant waivers of Plan terms, 
conditions, restrictions, and limitations; (l) accelerate the 
vesting, exercise, or payment of an Award when such action or 
actions would be in the best interest of the Company; (m) determine 
the terms and provisions of any agreements entered into hereunder; 
(n) take any and all other action it deems necessary or advisable 
for the proper operation or administration of the Plan; and (o) make 
all other determinations it deems necessary or advisable for the 
administration of the Plan, including factual determinations.

4.3  Discretionary Authority

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

4.4  Action by the Committee

The Committee may act only by a majority of its members.  Any 
determination of the Committee may be made, without a meeting, by a 
writing or writings signed by all of the members of the Committee.

4.5  Delegation of Authority

The Committee may delegate some or all of its responsibilities and 
powers under the Plan to any one or more of its members and may 
delegate all or any part of its responsibilities and powers to any 
person or persons selected by it.  Any such delegation may be 
revoked by the Committee at any time.

ARTICLE 5  -- AWARDS

5.1  In General

Awards may, at the Committee's sole discretion, be granted in the 
form of Options pursuant to Article 7 or SARs pursuant to Article 8.  
The Committee shall determine, as of the Grant Date (or Dates, if 
more than one grant is made), the Award to be granted to each 
Participant.  The Committee may make such determination based on 
such factors as the Committee deems appropriate in its discretion.

The Awards shall be subject to the terms, conditions, restrictions 
and limitations of the Plan and such additional or modified terms, 
conditions, restrictions and limitations as the Committee may 
determine, which terms, conditions, restrictions and limitations 
shall be set forth in the Award Notice.  Awards need not contain 
similar or uniform terms as among Participants.

5.2  Award Notices

Each Award shall be evidenced by an Award Notice issued by the 
Committee.

ARTICLE 6  --  SHARES  SUBJECT TO PLAN

6.1  Available Shares

The maximum number of shares of Common Stock, $2.50 par value per 
share, of Kodak which is available for grant of Awards under the 
Plan  during its term is 10,000,000.  (Such amount shall be subject 
to adjustment as provided in Section 6.2).  The shares of Common 
Stock issued under the Plan may come from authorized and unissued 
shares, treasury shares, or shares purchased in the open market.  
Shares of Common Stock subject to an Award that expires unexercised, 
that is forfeited, terminated or canceled, in whole or in part, 
shall thereafter again be available for grant under the Plan, except 
as otherwise provided by the Committee.


6.2  Adjustment to Shares

If the number of outstanding shares of Common Stock shall, at any 
time, be increased or decreased or changed or converted into cash or 
other property as a result of (a) any subdivision or consolidation 
of shares, stock dividend, stock split, recapitalization, 
reclassification or similar capital adjustment or (b) any 
combination, exchange of shares or similar event arising from 
Kodak's participation in any corporate merger, consolidation, or 
similar transaction in which Kodak is the surviving entity and is 
not substantially or completely liquidated, the Committee may adjust 
Awards to preserve the benefits or potential benefits of the Awards.  
Action by the Committee may include adjustment of: (i) the number 
and kind of shares which may be delivered under the Plan; (ii) the 
number and kind of shares subject to outstanding Awards; and (iii) 
any other adjustment the Committee determines to be equitable.

ARTICLE 7  --  STOCK OPTIONS

7.1  In General

Awards may be granted under the Plan by the Committee to Employees 
in the form of Options.  These Options shall be non-qualified stock 
options (i.e., stock options which are not incentive stock options).

7.2  Option Price

The option price per share of the Common Stock subject to an Option 
shall be the Fair Market Value per share of Common Stock on the 
Option's Grant Date.

7.3  Option Term

An Option shall expire on the tenth anniversary of its Grant Date, 
unless sooner forfeited in accordance with the terms and conditions 
of the Plan or the Award Notice.

7.4  Vesting

Subject to Section 9.3(b) below, an Option shall become vested on 
the second anniversary of its Grant Date.  Prior to vesting, an 
Option may not be exercised.

7.5  Exercise

The Committee shall establish procedures governing the exercise of 
Options, which may include procedures restricting the frequency of 
exercise or requiring exercise of the entire Award. In general, 
subject to such specific provisions, and except as otherwise 
provided in the Award Notice, the following provisions will apply 
upon the exercise of an Option:

(a)   Notice of Exercise.  The Participant shall submit an 
Option exercise request to the broker or recordkeeper 
designated by the Committee specifying the Option and 
number of shares being exercised. The Committee may 
prescribe electronic, voice or other means of submission 
of such request.

(b)   Completion of Necessary Forms.  As a condition precedent 
to exercising an Option, the Participant shall be 
required to complete and execute such forms as may be 
designated by the Committee.

(c)   Manner of Exercise.  A Participant can exercise his or 
her Options by any of the following methods:

(I)   Payment of Option Price in Cash.  A Participant 
may exercise his or her Options via a regular 
Option exercise whereby the Participant on or 
prior to the time of exercise delivers the full 
option price in cash to the broker or recordkeeper 
designated by the Committee.

(II)  Payment of Option Price in Common Stock. A 
Participant may exercise his or her Options via a 
regular Option exercise whereby the Participant on 
or prior to the time of exercise delivers the full 
option price in shares of Common Stock to the 
broker or recordkeeper designated by the 
Committee.  Any share of Common Stock delivered in 
payment of the option price shall be valued based 
on the opening price of the Common Stock on the 
New York Stock Exchange on the date of exercise; 
provided, however, if the exercise date is not a 
Trading Day, then the opening price on the 
immediately preceding Trading Day shall be used.

(III) Broker-Assisted Exercise.  Options may be 
exercised by way of the Plan's broker-assisted 
stock option exercise program, if such a program 
is implemented by the Committee for use by the 
Plan's Participants.  Should such a program be 
implemented, the Committee may, at any time and 
from time to time, implement guidelines governing 
the use of the program, expand or restrict 
eligibility for the program, amend the provision 
of the Plan relating to such program, or provide 
that Options may no longer be exercised by way of 
the program, for any reason or for no reason.  If 
a Participant exercises an Option by way of such a 
program, the broker designated by the Committee 
will sell the applicable number of shares as soon 
as practical following receipt of such request.  
The broker will then remit the Option Price and 
the amount of any applicable withholding taxes to 
Kodak, and will remit any remaining proceeds to 
the Participant after withholding the broker's 
commission.  Under the terms of such program, the 
amount of any taxes required to be withheld upon 
exercise of any options under the program shall be 
paid in cash directly to the Company.

7.6  Rights as a Shareholder

A Participant shall not have any of the rights of a shareholder with 
respect to the shares of Common Stock covered by an Option until the 
Participant becomes the record holder of such shares as determined 
by the records of Kodak's transfer agent.

7.7  Additional Terms and Conditions

Options shall not be repriced, i.e., there shall be no grant of a 
stock option(s) to a Participant in exchange for a Participant's 
agreement to cancel of a higher-priced stock option(s) that was 
previously granted to such Participant.

The Committee may, by way of the Award Notice, establish such other 
terms, conditions, restrictions and/or limitations, if any, of any 
Option Award, provided they are not inconsistent with the Plan.

ARTICLE 8  --  SARs

8.1  In General

Awards may be granted under the Plan by the Committee to Employees 
in the form of SARs.  These SARs shall be freestanding stock 
appreciation rights (i.e., stock appreciation rights which are not 
tandem SARs).

8.2  Exercise Price

The exercise price per share of the Common Stock subject to an SAR 
shall be the Fair Market Value per share of Common Stock on the 
SAR's Grant Date.

8.3  SAR Term

An SAR shall expire on the tenth anniversary of its Grant Date, 
unless sooner forfeited in accordance with the terms and conditions 
of the Plan or the Award Notice.

8.4  Vesting

Subject to Section 9.3(b) below, an SAR shall become vested on the 
second anniversary of its Grant Date.  Prior to vesting, an SAR may 
not be exercised.


8.5  Exercise

The Committee shall establish procedures governing the exercise of 
SARs, which may include procedures restricting the frequency of 
exercise or requiring exercise of the entire Award. In general, 
subject to such specific provisions, and except as otherwise 
provided in the Award Notice, the following provisions will apply 
upon the exercise of an SAR:

(a)   Notice of Exercise.  The Participant shall submit an SAR 
exercise request to the broker or recordkeeper 
designated by the Committee specifying the SAR and 
number of shares being exercised. The Committee may 
prescribe electronic, voice or other means of submission 
of such request.

(b)   Completion of Necessary Forms.  As a condition precedent 
to exercising an SAR, the Participant shall be required 
to complete and execute such forms as may be designated 
by the Committee.

(c)   Payment of Freestanding SARs.  Upon exercise, SARs may 
be settled in cash, Common Stock, or a combination of 
cash and Common Stock.  Unless otherwise specified in 
its Award Notice, an SAR will be settled in cash only.

8.6  Additional Terms and Conditions

The Committee may, by way of the Award Notice, determine such other 
terms, conditions, restrictions and/or limitations, if any, of any 
SAR, provided they are not inconsistent with the Plan.

ARTICLE 9  --  Termination of Employment

9.1  In General

Except as otherwise provided in the Award Notice, the terms and 
conditions of this Article 9 shall apply to a Participant's Award.

9.2  Termination Prior to First Anniversary of Grant Date

(a)   In General.  The provisions of this Section 9.2 shall 
apply insofar as a Participant's employment is 
terminated for any reason, whether voluntarily or 
involuntarily, prior to the first anniversary of the 
date of his or her Award's Grant Date.  In such event, 
if the Participant's employment terminates for any 
reason other than a Permitted Reason, due to death or a 
Layoff, the Participant shall, effective upon the date 
of his or her termination of employment, forfeit the 
Award granted to him or her under the Plan.  

(b)   Permitted Reason.  In the event a Participant's 
employment terminates for a Permitted Reason, the 
Participant's Award shall, unless sooner forfeited in 
accordance with another provision of this Plan or the 
Award Notice, expire at its scheduled expiration date.  

(c)   Death.  If a Participant's employment terminates due to 
death, unless the provisions of Section 9.4 below apply, 
the Participant's Award shall be immediately forfeited 
upon the date of the Participant's death.  

(d)   Layoff.  In the event of a Participant's termination of 
employment due to a Layoff, unless the provisions of 
Section 9.5 below apply, the Participant's Award shall 
be immediately forfeited upon the date of the 
Participant's termination of employment.

9.3  Termination On or After First Anniversary of Grant Date

(a)   In General.  The provisions of this Section 9.3 shall 
apply insofar as a Participant's employment is 
terminated for any reason, whether voluntarily or 
involuntarily, on or after the first anniversary of the 
date of his or her Award's Grant Date.  In such event, 
if a Participant's employment terminates for any reason 
other than voluntarily, due to death or for Cause, the 
Participant's Award shall expire at its scheduled 
expiration date, unless sooner forfeited in accordance 
with another provision of this Plan or the Award Notice.  

(b)   Voluntary Termination.  If a Participant voluntarily 
terminates his or her employment, the Participant shall 
forfeit his or her Award immediately upon the date of 
the Participant's termination of employment.  A 
Participant who is eligible for Retirement on the date 
of his or her voluntary termination of employment will 
not, however, be considered to have voluntarily 
terminated his or her employment for purposes of this 
Section 9.3(b).

(c)   Cause.  If a Participant's employment is terminated for 
Cause, the Participant shall forfeit his or her Award 
immediately upon the date of the Participant's 
termination of employment.

(d)   Death.  If a Participant's employment terminates due to 
death, unless the provisions of Section 9.4 below apply, 
the Participant shall forfeit his or her Award 
immediately upon the date of the Participant's death.


9.4  Death

(a)  In General.  If a Participant dies while holding an Award 
under the Plan and the Award on the date of the 
Participant's death is In-The-Money (based on the Fair 
Market Value of the Common Stock on the date of the 
Participant's death) by at least $50.00, then the 
provisions of this Section 9.4 will apply.

(b)  Vesting.  If the Participant's death occurs prior to 
being fully vested in his or her Award, the unvested 
portion of the Award shall immediately vest on the date 
of the Participant's death.

(c)   Cash Out.  The Participant's Award shall be cashed out 
effective on the date of the Participant's death.  That 
is, the difference between the Fair Market Value of the 
Common Stock on the date of the Participant's death less 
the option price or exercise price, as the case may be, 
of the Participant's Award times the number of shares of 
Common Stock then remaining under the Award will be paid 
to the Participant's estate as soon as administratively 
practicable following the date of the Participant's 
death.  Upon payment of such amount to the Participant's 
estate, the Participant's Award shall be canceled and 
neither the Participant's estate, nor the Participant's 
heirs or assigns, shall have any further interest in the 
Award.

9.5  Layoff

(a)   In General.  If a Participant's employment terminates 
due to Layoff prior to the first anniversary of the 
Grant Date of his or her Award and the Participant's 
Award on the date of his or her termination of 
employment is In-The-Money (based on the Fair Market 
Value of the Common Stock on the date of the 
Participant's termination of employment) by at least 
$50.00, then the provisions of this Section 9.5 will 
apply.

(b)   Vesting.  Effective as of the date of the Participant's 
termination of employment, the Participant's Award shall 
be 100% vested.

(c)   Cash Out.  The Participant's Award shall be cashed out 
effective on the date of the Participant's termination 
of employment.  That is, the difference between the Fair 
Market Value of the Common Stock on the date of the 
Participant's termination of employment less the option 
price or exercise price, as the case may be, of the 
Participant's Award times the number of shares of Common 
Stock then remaining under the Award will be paid to the 
Participant as soon as administratively practicable 
following the date of the Participant's termination of 
employment.  Upon payment of such amount to the 
Participant, the Participant's Award shall be canceled 
and neither the Participant, nor the Participant's 
estate, heirs or assigns, shall have any further 
interest in the Award.

ARTICLE 10  --  NON-U.S. EMPLOYEES

10.1  Applicability

This Article 10 shall apply to each Employee who is not based in the 
United States and to any other Employee determined by the Committee.

10.2  Schedule of Countries where Awards are Feasible

The Committee shall determine, in its sole discretion, whether it is 
feasible under local law, custom and practice to grant Awards under 
the Plan to Employees described in Section 10.1 on the Grant Date 
(or Dates, if more than one grant is made). The Committee shall 
approve a schedule specifying by country whether an Option or SAR is 
to be granted under this Section.  The schedule may differentiate 
among classes of Employees (including international assignees) and 
locations within a country.

10.3  Terms of Option and SAR

If the Committee has determined on the schedule described in Section 
10.2 that it is feasible to grant an Option or SAR at a particular 
location, each Employee at such location shall be granted an Option 
or SAR, as applicable, on the Grant Date.  Each such Option shall be 
granted under and shall be subject to the terms in Article 7, except 
for such modifications or additional terms and conditions as the 
Committee deems appropriate under Section 10.4, and as set forth in 
the Award Notice.  Each such SAR shall be subject to Article 8 and 
may contain such additional terms as set forth in the Award 
Certificate, except for such modifications or additional terms and 
conditions as the Committee deems appropriate under Section 10.4, 
and as set forth in the Award Notice.

10.4  Special Terms

In order to facilitate the making of any Award under this Article 
10, the Committee may provide for such modifications and additional 
terms and conditions ("special terms") in Awards to Participants who 
are employed by the Company outside the United States (or who are 
foreign nationals temporarily within the United States) as the 
Committee may consider necessary or appropriate to accommodate 
differences in local law, policy or custom or to facilitate 
administration of the Plan.  The special terms may provide that the 
grant of an Award is subject to (a) applicable governmental or 
regulatory approval or other compliance with local legal 
requirements and/or (b) the execution by the Participant of a 
written instrument in the form specified by the Committee, and that 
in the event such conditions are not satisfied, the grant shall be 
void.  The special terms may also provide that an Award shall become 
exercisable if an Employee's employment with the Company ends as a 
result of workforce reduction, realignment or similar measure and 
the Committee may designate a person or persons to make such 
determination for a location.  The Committee may adopt or approve 
sub-plans, appendices or supplements to or amendments, restatements, 
or alternative versions of the Plan as it may consider necessary or 
appropriate for purposes of implementing any special terms, without 
thereby affecting the terms of the Plan as in effect for any other 
purpose.  

10.5  Currency Effects

Unless otherwise specifically determined by the Committee, all 
Awards and payments pursuant to such Awards shall be determined in 
U.S. currency.  The Committee shall determine, in its discretion, 
whether and to the extent any payments made pursuant to an Award 
shall be made in local currency, as opposed to U.S. dollars.  In the 
event payments are made in local currency, the Committee may 
determine, in its discretion and without liability to any 
Participant, the method and rate of converting the payment into 
local currency.

10.6  Modifications to Awards

The Committee shall have the right at any time and from time to time 
and without prior notice to modify outstanding Awards to comply with 
or satisfy local laws and regulations or to avoid costly 
governmental filings.  By means of illustration but not limitation, 
the Committee may restrict the method of exercise of an Award to 
avoid securities laws or exchange control filings, laws or 
regulations.

10.7  No Acquired Rights

No Employee in any country shall have any right to receive an Award, 
except as expressly provided for under the Plan.  All Awards made at 
any time are subject to the prior approval of the Committee.


ARTICLE 11  --  CHANGE IN OWNERSHIP

11.1  Background

Notwithstanding any provision contained in the Plan, the provisions 
of this Article 11 shall control over any contrary provision.  Upon 
a Change In Ownership: (i) the terms of this Article 11 shall 
immediately become operative, without further action or consent by 
any person or entity; (ii) all terms, conditions, restrictions, and 
limitations in effect on any unexercised, unvested, unearned and/or 
unpaid Award, or any other outstanding Award, shall immediately 
lapse as of the date of such event; (iii) no other terms, 
conditions, restrictions and/or limitations shall be imposed upon 
any Awards on or after such date, and in no circumstance shall an 
Award be forfeited on or after such date; and (iv) all unexercised, 
unvested, unearned, and/or unpaid Awards or any other outstanding 
Awards shall immediately and automatically become one hundred 
percent (100%) vested.

11.2  Valuation of Awards

Upon a Change In Ownership, all outstanding Options and shall be 
valued and cashed out on the basis of the Change In Control Price. 

11.3  Payment of Awards

Upon a Change In Ownership, any Participant, whether or not he or 
she is still employed by the Company, shall be paid, in a single 
lump-sum cash payment, as soon as practicable but in no event later 
than 90 days after the Change In Ownership, all of his or her 
Options and SARs.  That is, the difference between the Change In 
Control Price of the Common Stock less the option price or exercise 
price, as applicable, of the Participant's Award times the number of 
shares of Common Stock then remaining under such Award will be paid 
to the Participant in the form of a single lump-sum cash payment.

11.4  Miscellaneous

Upon a Change In Ownership, no action, including, but not by way of 
limitation, the amendment, suspension, or termination of the Plan, 
shall be taken which would adversely affect the rights of any 
Participant or the operation of the Plan with respect to any Award 
to which the Participant may have become entitled hereunder on or 
prior to the date of such action or as a result of such Change In 
Ownership.

ARTICLE 12  --  CHANGE IN CONTROL

12.1  Background

Notwithstanding any provision contained in the Plan, the provisions 
of this Article 12 shall control over any contrary provision.  All 
Participants shall be eligible for the treatment afforded by this 
Article 12 if their employment terminates within two years following 
a Change In Control, unless the termination is due to (i) death, 
(ii) Disability, (iii) Cause, (iv) resignation other than (A) 
resignation from a declined reassignment to a job that is not 
reasonably equivalent in responsibility or compensation (as defined 
in Kodak's Termination Allowance Plan), or that is not in the same 
geographic area (as defined in Kodak's Termination Allowance Plan), 
or (B) resignation within 30 days following a reduction in base pay, 
or (v) Retirement.

12.2  Vesting and Lapse of Restrictions

If a Participant is eligible for treatment under this Article 12, 
(i) all of the terms, conditions, restrictions, and limitations in 
effect on any of his or her unexercised, unvested, unearned, and/or 
unpaid Awards shall immediately lapse as of the date of his or her 
termination of employment; (ii) no other terms, conditions, 
restrictions and/or limitations shall be imposed upon any of his or 
her Awards on or after such date, and in no event shall any of his 
or her Awards be forfeited on or after such date; and (iii) all of 
his or her unexercised, unvested, unearned and/or unpaid Awards 
shall automatically become one hundred percent (100%) vested 
immediately upon his or her termination of employment.

12.3  Valuation of Awards

If a Participant is eligible for treatment under this Article 12, 
his or her Awards shall be valued and cashed out in accordance with 
the provisions of Sections 11.2 and 11.3.  The Participant shall be 
paid, in a single lump-sum cash payment, as soon as practicable but 
in no event later than 90 days after the date of his or her 
termination of employment, the amount due him or her under Section 
11.3.

12.4  Miscellaneous

Upon a Change In Control, no action, including, but not by way of 
limitation, the amendment, suspension or termination of the Plan, 
shall be taken which would adversely affect the rights of any 
Participant or the operation of the Plan with respect to any Award 
to which the Participant may have become entitled hereunder on or 
prior to the date of the Change In Control or to which he or she may 
become entitled as a result of such Change In Control.

ARTICLE 13  --  MISCELLANEOUS

13.1  Noncompetition

Unless a Participant's Award Notice provides otherwise, a 
Participant shall forfeit all unexercised, unearned, and/or unpaid 
Awards, including, but not by way of limitation, Awards earned but 
not yet paid, if, (i) in the opinion of the Committee, the 
Participant, without the prior written consent of an authorized 
corporate officer of Kodak, engages directly or indirectly in any 
manner or capacity as principal, agent, partner, officer, director, 
stockholder, employee, or otherwise, in any business or activity 
competitive with the business conducted by the Company; (ii) at any 
time discloses to any person or any entity any trade secrets, 
methods, processes or the proprietary or confidential information of 
the Company, except as such disclosure or use may be required in 
connection with the Participant's work as an employee of the 
Company; or (iii) the Participant performs any act or engages in any 
activity which in the opinion of Kodak's CEO, in the exercise of his 
or her sole and absolute discretion, is inimical to the best 
interests of the Company.  For purposes of this Section 13.1, a 
Participant shall not be deemed a stockholder if the Participant's 
record and beneficial ownership amount to not more than 1% of the 
outstanding capital stock of any company subject to the periodic and 
other reporting requirements of the Exchange Act.

13.2  Nonassignability

No amount payable or other right under the Plan shall be subject in 
any manner to alienation, sale, transfer, assignment, bankruptcy, 
pledge, attachment, charge or encumbrance of any kind nor in any 
manner be subject to the debts or liabilities of any person and any 
attempt to so alienate or subject any such amount, whether presently 
or thereafter payable, or any such right shall be void.

13.3  Withholding Taxes

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

13.4  Amendments to Awards

The Committee may at any time unilaterally amend any unexercised, 
unearned, or unpaid Award, including, but not by way of limitation, 
Awards earned but not yet paid, to the extent it deems appropriate; 
provided, however, that any such amendment which, in the opinion of 
the Committee, is adverse to the Participant shall require the 
Participant's consent.

13.5.  Regulatory Approvals and Listings

Notwithstanding anything contained in this Plan to the contrary, 
Kodak shall have no obligation to issue or deliver certificates of 
Common Stock evidencing any Award resulting in the payment of Common 
Stock prior to (i) the obtaining of any approval from any 
governmental agency which Kodak shall, in its sole discretion, 
determine to be necessary or advisable, (ii) the admission of such 
shares to listing on the stock exchange on which the Common Stock 
may be listed, and (iii) the completion of any registration or other 
qualification of said shares under any state or Federal law or 
ruling of any governmental body which Kodak shall, in its sole 
discretion, determine to be necessary or advisable, and unless Kodak 
shall be satisfied based on the advice of its counsel that such 
issuance or delivery will in compliance with all applicable laws, 
rules or regulations.

13.6  No Right to Continued Employment or Grants

No person shall have any claim or right to be granted an Award, and 
the grant of an Award shall not be construed as giving a Participant 
the right to continue in the employ of Kodak or its Affiliates. 
Further, Kodak and its Affiliates expressly reserve the right at any 
time to dismiss a Participant without any liability, or any claim 
under the Plan, except as provided herein or in any agreement 
entered into hereunder.

13.7  Amendment/Termination

The Committee may suspend or terminate the Plan at any time for any 
reason with or without prior notice.  In addition, the Committee may 
at any time and from time to time, with or without prior notice, 
amend the Plan in any manner.

13.8  Governing Law

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

13.9  No Right, Title, or Interest in Company Assets

No Participant shall have any rights as a shareholder as a result of 
participation in the Plan until the Participant becomes the record 
holder of shares of Common Stock as determined by the records of 
Kodak's transfer agent.  To the extent any person acquires a right 
to receive payments from Kodak or an Affiliate under the Plan, such 
rights shall be no greater than the rights of an unsecured creditor 
of Kodak or the Affiliate and the Participant shall not have any 
rights in or against any specific assets of Kodak or the Affiliate.  
All of the Awards granted under the Plan shall be unfunded.

13.10  No Guarantee of Tax Consequences

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

13.11  Other Benefits

All Awards and payments under the Plan shall constitute 
extraordinary items of compensation and shall not affect the level 
of benefits provided to or received by any Participant (or the 
Participant's estate or beneficiaries) as part of any employee 
benefit plan of Kodak or any an Affiliate.  As such, neither the 
Award grants nor any payments arising under this Plan shall 
constitute part of an Employee's employment contract with Kodak or 
an Affiliate, and accordingly, this Plan may be terminated at any 
time in the sole and exclusive discretion of the Committee without 
giving rise to liability on the part of Kodak or an Affiliate for 
severance payments.  The Plan shall not be construed to affect in 
any way a Participant's rights and obligations under any other plan 
maintained by Kodak or an Affiliate on behalf of employees.  
Furthermore, the granting of Awards under the terms of the Plan does 
not constitute an element of the Participant's regular or base 
compensation and shall not be considered in the determination of 
severance benefits paid as a result of a Participant's separation 
from service, or any other statutory benefit based on regular 
compensation to which the employee may be entitled.

13.12  Entire Plan

This document is a complete statement of the Plan.  As of its 
effective date this document supersedes all prior plans, 
representations and proposals, written or oral, relating to its 
subject matter.  The Company shall not be bound by or liable to any 
person for any representation, promise or inducement made by any 
Employee or agent of it which is not embodied in this document, in 
any authorized sub-plans, appendices or supplements to or 
amendments, restatements, or alternative versions of the Plan, or in 
the Award Notice.





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, 10,000,000 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 Kodak Stock Option 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 24, 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 Kodak Stock 
Option Plan


Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman Kodak 
Company's
Registration Statement on Form S-8 for the Kodak Stock Option Plan.  
The total filing fee of $199,217.19 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 apply $2,849.12 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 10,000,000 shares 
being registered by this Registration Statement on Form S-8.

In addition, the registrant, i.e., Account Number 000031235, has a 
filing credit of $448.54 which it will also apply to the filing fee 
due as a result of the 10,000,000 shares being registered by this 
Registration Statement on Form S-8.

In sum, taking into account the two credits of $2,849.12 and $448.54 
from the total filing fee due of $199,217.19 leaves a net balance 
due of $195,919.53.  This amount was wire transferred on June 24, 
1998, 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

/s/ Joyce P. Haag

Joyce P. Haag
Secretary
<PAGE 36>




<PAGE 2>



<PAGE 34>
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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)

                          KODAK STOCK OPTION 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)

                        CALCULATION OF REGISTRATION FEE
Title of          Amount to be     Proposed          Proposed          Amount of
Securities to be       Registered:     Maximum           Maximum         Registration 
   Registered:                       Offering Price      Aggregate           Fee
                                      Per Share(1):    Offering Price:
----------------      ------------   --------------    ---------------   --------------
Common Stock          10,000,000     $67.53125         $675,312,500      $199,217.19
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 apply $2,849.12 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 10,000,000 shares being registered 
by this Registration Statement on Form S-8.  In addition, the 
registrant, has a filing credit of $448.54 which it will also apply 
to the filing fee.

PART II

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

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

Annual Report on Form 10-K, as amended, for the year ended December 
31, 1997;

Quarterly Report on Form 10-Q for the quarter ended March 31, 1998; 
and

Proxy Statement on Schedule 14A dated March 20, 1998.

All documents filed by Kodak with the Commission pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act 
of 1934 (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 deregisters all securities then remaining unsold will be 
deemed to be incorporated by reference in this Registration 
Statement and to be a part hereof from the date of filing of such 
documents.

Description Of Kodak Common Stock

The following is a brief description of Kodak Common Stock.

Dividend Rights

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

Voting Rights

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

Liquidation Rights

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

Preemptive Rights

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

Item 4.  DESCRIPTION OF SECURITIES

Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

The legality of the securities being offered hereby will be passed 
upon by Gary P. Van Graafeiland, General Counsel and Senior Vice 
President of Kodak.  Mr. Van Graafeiland owns and has options to 
purchase Kodak Common Stock, but is not 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 protecting its 
directors and officers against certain liabilities.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

Item 8.  EXHIBITS

Exhibit
Number         Exhibit

3(A)           Certificate of Incorporation

3(B)           By-laws

4              Kodak Stock Option Plan

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

23A            Consent of Price Waterhouse LLP, independent 
accountants

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

Item 9.  UNDERTAKINGS

Updating Information

(a)   The undersigned registrant hereby undertakes:

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

(2)   That, for the purpose of determining any liability under 
the Securities Act of 1933 (the "Act"), 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 Act, each 
filing of the registrant's annual report pursuant to Section 
13(a) or Section 15(d) of the Exchange Act 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 Act 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 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
KODAK STOCK OPTION 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            Kodak Stock Option Plan          *

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
EXHIBIT 4

KODAK STOCK OPTION PLAN

Article                                                  Page

1.   Purpose and Term of Plan----------------------------11

2.   Definitions-----------------------------------------11

3.   Eligibility-----------------------------------------16

4.   Plan Administration---------------------------------17

5.   Awards----------------------------------------------18

6.   Shares Subject to Plan------------------------------18

7.   Stock Options---------------------------------------19

8.   SARs------------------------------------------------21

9.   Termination of Employment---------------------------22

10.   Non-U.S. Employees---------------------------------25

11.   Change In Ownership--------------------------------27

12.   Change In Control----------------------------------27

13.   Miscellaneous--------------------------------------28

Copyright 1998, Eastman Kodak Company

ARTICLE 1  --  PURPOSE AND TERM OF PLAN

1.1   Purpose

The purposes of the Kodak Stock Option Plan are (i) to promote the 
interests of the Company and Kodak's shareholders by retaining 
quality Employees, (ii) to give substantially all Employees a stake 
in the Company's growth and success by focusing them on the 
performance of Kodak stock and thereby linking them worldwide, and 
(iii) to create a culture of ownership and excellence among all 
Employees worldwide.

1.2  Term

The Plan shall become effective on March 13, 1998.  Awards shall not 
be granted pursuant to the Plan after March 12, 2003.

ARTICLE 2  --  DEFINITIONS
 
In any necessary construction of a provision of this Plan, the 
masculine gender may include the feminine, and the singular may 
include the plural, and vice versa.  This Plan should be construed 
in an manner consistent with the intent of Kodak to establish a 
nonqualified stock option plan subject to fixed accounting 
treatment.
 
 2.1  Affiliate
 
 "Affiliate" means any entity in which Kodak owns, directly or 
through one or more intermediaries, more than 50% of the equity 
interest.
 
 2.2  Award
 
 "Award" means a grant of an Option or SAR made in accordance with 
the terms, conditions, restrictions and limitations of the Plan and 
those that the Committee may establish by the Award Notice or 
otherwise.
 
 2.3  Award Notice
 
 "Award Notice" means a notice, certificate, agreement or other 
document setting out the terms, conditions, restrictions and 
limitations of the Award (in addition to those provided under this 
Plan) as determined by the Committee in its discretion.
 
 2.4  Board
 
 "Board" means the Board of Directors of Kodak.
 

 2.5  Cause
 
"Cause" shall mean:

i.   a Participant's continued failure, for a period of at 
least 15 calendar days following a warning, to perform 
the Participant's duties in a manner deemed satisfactory 
by the Participant's supervisor, business unit president 
or functional equivalent, in the exercise of their sole 
discretion; or

ii.   the Participant's failure to follow a lawful written 
directive of Kodak's Chief Executive Officer, the 
Participant's supervisor or any other person to whom the 
Participant has a reporting relationship in any 
capacity; or

iii.  the Participant's willful violation of any material 
rule, regulation, or policy that may be established from 
time to time for the conduct of the business of the 
Participant's employer; or

iv.   the Participant's unlawful possession, use or sale of 
narcotics or other controlled substances, or, performing 
job duties while illegally used controlled substances 
are present in the Participant's system; or

v.    any act of omission or commission by the Participant in 
the scope of his or her employment (a) which results in 
the assessment of a civil or criminal penalty against 
the Participant or the Company, or (b) which in the 
reasonable judgment of the Participant's supervisor 
could result in a material violation of any foreign or 
U.S. federal, state or local law or regulation having 
the force of law; or

vi.   the Participant's conviction of or plea of guilty or no 
contest to any crime involving moral turpitude; or

vii.  any misrepresentation of a material fact to, or 
concealment of a material fact from, the Participant's 
supervisor or any other person in the Company to whom 
the Participant has a reporting relationship in any 
capacity; or

viii. the Participant's breach of the Eastman Kodak Company 
Employees' Agreement or the Kodak Business Conduct 
Guide, or the equivalent thereof that is established by 
the Participant's employer.
 
 A Participant's voluntary termination of employment in anticipation 
of termination for Cause shall be considered a termination of the 
Participant for Cause.  A Participant who is eligible for Retirement 
at the time he or she is terminated for Cause will be considered to 
have terminated his or her employment for Cause.
 
 2.6  Change In Control
 
 "Change In Control" means a change in control of Kodak of a nature 
that would be required to be reported (assuming such event has not 
been "previously reported") in response to Item 1(a) of the Current 
Report on Form 8-K, as in effect on August 1, 1989, pursuant to 
Section 13 or 15(d) of the Exchange Act; provided that, without 
limitation, a Change In Control shall be deemed to have occurred at 
such time as (i) any "person" within the meaning of Section 14(d) of 
the Exchange Act, other than Kodak, an Affiliate, or any employee 
benefit plan(s) sponsored by Kodak or any Affiliate, is or has 
become the "beneficial owner," as defined in Rule 13d-3 under the 
Exchange Act, directly or indirectly, of 25% or more of the combined 
voting power of the outstanding securities of Kodak ordinarily 
having the right to vote at the election of directors, or 
(ii) individuals who constitute the Board on March 13, 1998 (the 
"Incumbent Board") have ceased for any reason to constitute at least 
a majority thereof, provided that any person becoming a director 
subsequent to March 13, 1998 whose election, or nomination for 
election by Kodak's shareholders, was approved by a vote of at least 
three-quarters (3/4) of the directors comprising the Incumbent Board 
(either by a specific vote or by approval of the proxy statement of 
Kodak in which such person is named as a nominee for director 
without objection to such nomination) shall be, for purposes of this 
Plan, considered as though such person were a member of the 
Incumbent Board.
 
 2.7  Change In Control Price
 
 "Change In Control Price" means the highest closing price per share 
paid for the purchase of Common Stock on the New York Stock Exchange 
during the ninety (90) day period ending on the date the Change In 
Control occurs.
 
 2.8  Change In Ownership
 
 "Change In Ownership" means a Change In Control which results 
directly or indirectly in Kodak's Common Stock ceasing to be 
actively traded on the New York Stock Exchange.
 

 2.9  CEO
 
 "CEO" means the Chief Executive Officer of Kodak.
 
 2.10  Code
 
 "Code" means the Internal Revenue Code of 1986, as amended from time 
to time, including regulations thereunder and successor provisions 
and regulations thereto.
 
 2.11  Committee
 
 "Committee" means the Executive Compensation and Development 
Committee of the Board, or such other Board committee as may be 
designated by the Board to administer the Plan.
 
 2.12  Common Stock
 
 "Common Stock" means common stock, $2.50 par value per share, of 
Kodak.
 
 2.13  Company
 
 "Company" means Kodak and its Affiliates.

2.14  Disability

"Disability" means a disability under the terms of the long-term 
disability plan maintained by the Participant's employer, or in the 
absence of such a plan, the Kodak Long-Term Disability Plan.

 2.15  Employee
 
 "Employee" means any regular full or part-time employee of Kodak 
or any Affiliate; provided, however, (i) any employee of Kodak or 
any Affiliate in wage grade 48 or above or the equivalent thereof is 
not an "Employee"; (ii) individuals classified by Kodak as 
conditional employees, on-call employees, contract employees, 
limited service employees, provisional employees, periodic 
employees, leased employees, or special program employees, such as 
summer workers, interns, co-ops and visiting scientists are not 
"Employees"; (iii) individuals treated by an Affiliate as the 
equivalent of any of the following Kodak classifications are not 
"Employees": conditional employees, on-call employees, contract 
employees, limited service employees, provisional employees, 
periodic employees, leased employees, or special program employees, 
such as summer workers, interns, co-ops and visiting scientists; 
(iv) individuals who are not otherwise described in Sections 
2.15(ii) or (iii) but who are independent contractors or 
intermittent or temporary workers or employees of Kodak or an 
Affiliate are not "Employees"; (v) the Committee may determine 
that certain employees or all employees of a particular Affiliate 
are not "Employees"; and (vi) certain individuals employed by the 
Peoples Republic of China or Vietnam who are providing services to 
the Company and who would, but for the laws of such country, 
otherwise be classified by the Company as an Employee are 
"Employees."
 
 2.16  Exchange Act
 
 "Exchange Act" means the Securities Exchange Act of 1934, as amended 
from time to time, including rules thereunder and successor 
provisions and rules thereto.
 
 2.17  Fair Market Value
 
 "Fair Market Value" on any date, shall mean the average of the 
high and low at which the Common Stock trades on the New York Stock 
Exchange on such day, or if such day is not a Trading Day, on the 
immediately preceding Trading Day. 
 
 2.18  Grant Date
 
 "Grant Date" means the one or more date(s) selected by the Committee 
upon which an Award is granted to a Participant pursuant to this 
Plan.  The Grant Date may vary among Participants as determined by 
the Committee.
 
 2.19  In-The-Money
 
 "In-The-Money" means the amount as of a particular date by which 
the Fair Market Value of the Common Stock on such date exceeds an 
Award's option price or exercise price, as the case may be, time the 
number of shares of Common Stock underlying the Award.
 
 2.20  Kodak
 
 "Kodak" means Eastman Kodak Company.
 
 2.21  Layoff
 
 "Layoff" means, in the case of an Employee employed by Kodak, a 
layoff as defined in Section 4.01 of the Termination Allowance Plan 
("TAP") which qualifies the Employee for termination allowance 
benefits under TAP.  In the case of an Employee employed by an 
Affiliate, the Employee's involuntary termination of employment will 
qualify as a Layoff if: (1) the Employee's termination results from 
a slack work situation caused by completion of, or changes to, 
production schedules, consolidation of work functions, or 
downsizing; and (2) the Employee satisfies such other requirements 
or conditions that may be established by the Committee at any time 
and from time to time in order for the termination of employment of 
an Employee of an Affiliate to qualify as a Layoff.
 
 2.22  Option
 
 "Option" means an option to purchase shares of the Common Stock as 
described in Article 7 of the Plan.
 
 2.23  Participant
 
 "Participant" means an Employee to whom an Award has been granted by 
the Committee under the Plan, and for whom such Award remains 
outstanding, unforfeited and unexercised under the Plan.

2.24  Permitted Reason

"Permitted Reason" means a termination of employment by a 
Participant which the CEO, in his or her sole and absolute 
discretion, determines to be for a Permitted Reason.

2.25  Plan

 "Plan" means the Kodak Stock Option Plan, as set forth in the 
document, and as it may be amended from time to time.

2.26  Retirement

"Retirement" means in the case of a Participant employed by Kodak, 
early or normal retirement under the terms of the Kodak Retirement 
Income Plan, and in the case of Participant employed by an 
Affiliate, early or normal retirement under the terms of the 
Affiliate's retirement plan or in the absence thereof, termination 
at age 60 or later.  Notwithstanding the foregoing, a Participant 
must voluntarily terminate his or her employment in order for his or 
her termination of employment to be for "Retirement."

2.27  SARs

"SARs" mean an Award granted under Article 8 in the form of stock 
appreciation rights.  SARs entitle the Participant to receive a 
payment equal to the appreciation in market value of a stated number 
of shares of Common Stock from the exercise price to the market 
value of the Common Stock on the date of exercise.

2.28  Trading Day

"Trading Day" means a day on which the Common Stock is available 
for purchase on the New York Stock Exchange.

ARTICLE 3  --  ELIGIBILITY

3.1  In General

Subject to the terms of the Plan, any Employee is eligible to 
receive an Award under the Plan; provided, however, the Employee is 
employed by the Company on the Grant Date of such Award or such 
other date specified by the Committee.  

3.2  No Right to an Award

No Employee shall have at any time the right (i) to be selected as a 
Participant; (ii) to be entitled to an Award; and (iii) having been 
selected for an Award, to receive any additional Awards.

ARTICLE 4  --  PLAN ADMINISTRATION

4.1  Responsibility

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

4.2  Authority of the Committee

The Committee shall have all the authority that may be necessary or 
helpful to enable it to discharge its responsibilities with respect 
to the Plan.  Without limiting the generality of the preceding 
sentence, the Committee shall have the exclusive right to: (a) 
select the Participants and determine the type of Awards to be made 
to Participants, the shares subject to Awards and the terms, 
conditions, restrictions and limitations of the Awards; (b) 
interpret and administer the Plan; (c) decide all questions 
concerning eligibility for and the amount of Awards payable under 
the Plan; (d) construe any ambiguous provision of the Plan; (e) 
correct any default; (f) supply any omission; (g) reconcile any 
inconsistency; (h) issue administrative guidelines as an aid to 
administer the Plan and make changes in such guidelines as it from 
time to time deems proper; (i) make regulations for carrying out the 
Plan and make changes in such regulations as it from time to time 
deems proper; (j) adopt subplans applicable to Participants in 
specified jurisdictions outside the United States; (k), to the 
extent permitted under the Plan, grant waivers of Plan terms, 
conditions, restrictions, and limitations; (l) accelerate the 
vesting, exercise, or payment of an Award when such action or 
actions would be in the best interest of the Company; (m) determine 
the terms and provisions of any agreements entered into hereunder; 
(n) take any and all other action it deems necessary or advisable 
for the proper operation or administration of the Plan; and (o) make 
all other determinations it deems necessary or advisable for the 
administration of the Plan, including factual determinations.

4.3  Discretionary Authority

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

4.4  Action by the Committee

The Committee may act only by a majority of its members.  Any 
determination of the Committee may be made, without a meeting, by a 
writing or writings signed by all of the members of the Committee.

4.5  Delegation of Authority

The Committee may delegate some or all of its responsibilities and 
powers under the Plan to any one or more of its members and may 
delegate all or any part of its responsibilities and powers to any 
person or persons selected by it.  Any such delegation may be 
revoked by the Committee at any time.

ARTICLE 5  -- AWARDS

5.1  In General

Awards may, at the Committee's sole discretion, be granted in the 
form of Options pursuant to Article 7 or SARs pursuant to Article 8.  
The Committee shall determine, as of the Grant Date (or Dates, if 
more than one grant is made), the Award to be granted to each 
Participant.  The Committee may make such determination based on 
such factors as the Committee deems appropriate in its discretion.

The Awards shall be subject to the terms, conditions, restrictions 
and limitations of the Plan and such additional or modified terms, 
conditions, restrictions and limitations as the Committee may 
determine, which terms, conditions, restrictions and limitations 
shall be set forth in the Award Notice.  Awards need not contain 
similar or uniform terms as among Participants.

5.2  Award Notices

Each Award shall be evidenced by an Award Notice issued by the 
Committee.

ARTICLE 6  --  SHARES  SUBJECT TO PLAN

6.1  Available Shares

The maximum number of shares of Common Stock, $2.50 par value per 
share, of Kodak which is available for grant of Awards under the 
Plan  during its term is 10,000,000.  (Such amount shall be subject 
to adjustment as provided in Section 6.2).  The shares of Common 
Stock issued under the Plan may come from authorized and unissued 
shares, treasury shares, or shares purchased in the open market.  
Shares of Common Stock subject to an Award that expires unexercised, 
that is forfeited, terminated or canceled, in whole or in part, 
shall thereafter again be available for grant under the Plan, except 
as otherwise provided by the Committee.

6.2  Adjustment to Shares

If the number of outstanding shares of Common Stock shall, at any 
time, be increased or decreased or changed or converted into cash or 
other property as a result of (a) any subdivision or consolidation 
of shares, stock dividend, stock split, recapitalization, 
reclassification or similar capital adjustment or (b) any 
combination, exchange of shares or similar event arising from 
Kodak's participation in any corporate merger, consolidation, or 
similar transaction in which Kodak is the surviving entity and is 
not substantially or completely liquidated, the Committee may adjust 
Awards to preserve the benefits or potential benefits of the Awards.  
Action by the Committee may include adjustment of: (i) the number 
and kind of shares which may be delivered under the Plan; (ii) the 
number and kind of shares subject to outstanding Awards; and (iii) 
any other adjustment the Committee determines to be equitable.

ARTICLE 7  --  STOCK OPTIONS

7.1  In General

Awards may be granted under the Plan by the Committee to Employees 
in the form of Options.  These Options shall be non-qualified stock 
options (i.e., stock options which are not incentive stock options).

7.2  Option Price

The option price per share of the Common Stock subject to an Option 
shall be the Fair Market Value per share of Common Stock on the 
Option's Grant Date.

7.3  Option Term

An Option shall expire on the tenth anniversary of its Grant Date, 
unless sooner forfeited in accordance with the terms and conditions 
of the Plan or the Award Notice.

7.4  Vesting

Subject to Section 9.3(b) below, an Option shall become vested on 
the second anniversary of its Grant Date.  Prior to vesting, an 
Option may not be exercised.

7.5  Exercise

The Committee shall establish procedures governing the exercise of 
Options, which may include procedures restricting the frequency of 
exercise or requiring exercise of the entire Award. In general, 
subject to such specific provisions, and except as otherwise 
provided in the Award Notice, the following provisions will apply 
upon the exercise of an Option:

(a)   Notice of Exercise.  The Participant shall submit an 
Option exercise request to the broker or recordkeeper 
designated by the Committee specifying the Option and 
number of shares being exercised. The Committee may 
prescribe electronic, voice or other means of submission 
of such request.

(b)   Completion of Necessary Forms.  As a condition precedent 
to exercising an Option, the Participant shall be 
required to complete and execute such forms as may be 
designated by the Committee.

(c)   Manner of Exercise.  A Participant can exercise his or 
her Options by any of the following methods:

(I)   Payment of Option Price in Cash.  A Participant 
may exercise his or her Options via a regular 
Option exercise whereby the Participant on or 
prior to the time of exercise delivers the full 
option price in cash to the broker or recordkeeper 
designated by the Committee.

(II)  Payment of Option Price in Common Stock. A 
Participant may exercise his or her Options via a 
regular Option exercise whereby the Participant on 
or prior to the time of exercise delivers the full 
option price in shares of Common Stock to the 
broker or recordkeeper designated by the 
Committee.  Any share of Common Stock delivered in 
payment of the option price shall be valued based 
on the opening price of the Common Stock on the 
New York Stock Exchange on the date of exercise; 
provided, however, if the exercise date is not a 
Trading Day, then the opening price on the 
immediately preceding Trading Day shall be used.

(III) Broker-Assisted Exercise.  Options may be 
exercised by way of the Plan's broker-assisted 
stock option exercise program, if such a program 
is implemented by the Committee for use by the 
Plan's Participants.  Should such a program be 
implemented, the Committee may, at any time and 
from time to time, implement guidelines governing 
the use of the program, expand or restrict 
eligibility for the program, amend the provision 
of the Plan relating to such program, or provide 
that Options may no longer be exercised by way of 
the program, for any reason or for no reason.  If 
a Participant exercises an Option by way of such a 
program, the broker designated by the Committee 
will sell the applicable number of shares as soon 
as practical following receipt of such request.  
The broker will then remit the Option Price and 
the amount of any applicable withholding taxes to 
Kodak, and will remit any remaining proceeds to 
the Participant after withholding the broker's 
commission.  Under the terms of such program, the 
amount of any taxes required to be withheld upon 
exercise of any options under the program shall be 
paid in cash directly to the Company.

7.6  Rights as a Shareholder

A Participant shall not have any of the rights of a shareholder with 
respect to the shares of Common Stock covered by an Option until the 
Participant becomes the record holder of such shares as determined 
by the records of Kodak's transfer agent.

7.7  Additional Terms and Conditions

Options shall not be repriced, i.e., there shall be no grant of a 
stock option(s) to a Participant in exchange for a Participant's 
agreement to cancel of a higher-priced stock option(s) that was 
previously granted to such Participant.

The Committee may, by way of the Award Notice, establish such other 
terms, conditions, restrictions and/or limitations, if any, of any 
Option Award, provided they are not inconsistent with the Plan.

ARTICLE 8  --  SARs

8.1  In General

Awards may be granted under the Plan by the Committee to Employees 
in the form of SARs.  These SARs shall be freestanding stock 
appreciation rights (i.e., stock appreciation rights which are not 
tandem SARs).

8.2  Exercise Price

The exercise price per share of the Common Stock subject to an SAR 
shall be the Fair Market Value per share of Common Stock on the 
SAR's Grant Date.

8.3  SAR Term

An SAR shall expire on the tenth anniversary of its Grant Date, 
unless sooner forfeited in accordance with the terms and conditions 
of the Plan or the Award Notice.

8.4  Vesting

Subject to Section 9.3(b) below, an SAR shall become vested on the 
second anniversary of its Grant Date.  Prior to vesting, an SAR may 
not be exercised.

8.5  Exercise

The Committee shall establish procedures governing the exercise of 
SARs, which may include procedures restricting the frequency of 
exercise or requiring exercise of the entire Award. In general, 
subject to such specific provisions, and except as otherwise 
provided in the Award Notice, the following provisions will apply 
upon the exercise of an SAR:

(a)   Notice of Exercise.  The Participant shall submit an SAR 
exercise request to the broker or recordkeeper 
designated by the Committee specifying the SAR and 
number of shares being exercised. The Committee may 
prescribe electronic, voice or other means of submission 
of such request.

(b)   Completion of Necessary Forms.  As a condition precedent 
to exercising an SAR, the Participant shall be required 
to complete and execute such forms as may be designated 
by the Committee.

(c)   Payment of Freestanding SARs.  Upon exercise, SARs may 
be settled in cash, Common Stock, or a combination of 
cash and Common Stock.  Unless otherwise specified in 
its Award Notice, an SAR will be settled in cash only.

8.6  Additional Terms and Conditions

The Committee may, by way of the Award Notice, determine such other 
terms, conditions, restrictions and/or limitations, if any, of any 
SAR, provided they are not inconsistent with the Plan.

ARTICLE 9  --  Termination of Employment

9.1  In General

Except as otherwise provided in the Award Notice, the terms and 
conditions of this Article 9 shall apply to a Participant's Award.

9.2  Termination Prior to First Anniversary of Grant Date

(a)   In General.  The provisions of this Section 9.2 shall 
apply insofar as a Participant's employment is 
terminated for any reason, whether voluntarily or 
involuntarily, prior to the first anniversary of the 
date of his or her Award's Grant Date.  In such event, 
if the Participant's employment terminates for any 
reason other than a Permitted Reason, due to death or a 
Layoff, the Participant shall, effective upon the date 
of his or her termination of employment, forfeit the 
Award granted to him or her under the Plan.  

(b)   Permitted Reason.  In the event a Participant's 
employment terminates for a Permitted Reason, the 
Participant's Award shall, unless sooner forfeited in 
accordance with another provision of this Plan or the 
Award Notice, expire at its scheduled expiration date.  

(c)   Death.  If a Participant's employment terminates due to 
death, unless the provisions of Section 9.4 below apply, 
the Participant's Award shall be immediately forfeited 
upon the date of the Participant's death.  

(d)   Layoff.  In the event of a Participant's termination of 
employment due to a Layoff, unless the provisions of 
Section 9.5 below apply, the Participant's Award shall 
be immediately forfeited upon the date of the 
Participant's termination of employment.

9.3  Termination On or After First Anniversary of Grant Date

(a)   In General.  The provisions of this Section 9.3 shall 
apply insofar as a Participant's employment is 
terminated for any reason, whether voluntarily or 
involuntarily, on or after the first anniversary of the 
date of his or her Award's Grant Date.  In such event, 
if a Participant's employment terminates for any reason 
other than voluntarily, due to death or for Cause, the 
Participant's Award shall expire at its scheduled 
expiration date, unless sooner forfeited in accordance 
with another provision of this Plan or the Award Notice.  

(b)   Voluntary Termination.  If a Participant voluntarily 
terminates his or her employment, the Participant shall 
forfeit his or her Award immediately upon the date of 
the Participant's termination of employment.  A 
Participant who is eligible for Retirement on the date 
of his or her voluntary termination of employment will 
not, however, be considered to have voluntarily 
terminated his or her employment for purposes of this 
Section 9.3(b).

(c)   Cause.  If a Participant's employment is terminated for 
Cause, the Participant shall forfeit his or her Award 
immediately upon the date of the Participant's 
termination of employment.

(d)   Death.  If a Participant's employment terminates due to 
death, unless the provisions of Section 9.4 below apply, 
the Participant shall forfeit his or her Award 
immediately upon the date of the Participant's death.

9.4  Death

(a)  In General.  If a Participant dies while holding an Award 
under the Plan and the Award on the date of the 
Participant's death is In-The-Money (based on the Fair 
Market Value of the Common Stock on the date of the 
Participant's death) by at least $50.00, then the 
provisions of this Section 9.4 will apply.

(b)  Vesting.  If the Participant's death occurs prior to 
being fully vested in his or her Award, the unvested 
portion of the Award shall immediately vest on the date 
of the Participant's death.

(c)   Cash Out.  The Participant's Award shall be cashed out 
effective on the date of the Participant's death.  That 
is, the difference between the Fair Market Value of the 
Common Stock on the date of the Participant's death less 
the option price or exercise price, as the case may be, 
of the Participant's Award times the number of shares of 
Common Stock then remaining under the Award will be paid 
to the Participant's estate as soon as administratively 
practicable following the date of the Participant's 
death.  Upon payment of such amount to the Participant's 
estate, the Participant's Award shall be canceled and 
neither the Participant's estate, nor the Participant's 
heirs or assigns, shall have any further interest in the 
Award.

9.5  Layoff

(a)   In General.  If a Participant's employment terminates 
due to Layoff prior to the first anniversary of the 
Grant Date of his or her Award and the Participant's 
Award on the date of his or her termination of 
employment is In-The-Money (based on the Fair Market 
Value of the Common Stock on the date of the 
Participant's termination of employment) by at least 
$50.00, then the provisions of this Section 9.5 will 
apply.

(b)   Vesting.  Effective as of the date of the Participant's 
termination of employment, the Participant's Award shall 
be 100% vested.

(c)   Cash Out.  The Participant's Award shall be cashed out 
effective on the date of the Participant's termination 
of employment.  That is, the difference between the Fair 
Market Value of the Common Stock on the date of the 
Participant's termination of employment less the option 
price or exercise price, as the case may be, of the 
Participant's Award times the number of shares of Common 
Stock then remaining under the Award will be paid to the 
Participant as soon as administratively practicable 
following the date of the Participant's termination of 
employment.  Upon payment of such amount to the 
Participant, the Participant's Award shall be canceled 
and neither the Participant, nor the Participant's 
estate, heirs or assigns, shall have any further 
interest in the Award.

ARTICLE 10  --  NON-U.S. EMPLOYEES

10.1  Applicability

This Article 10 shall apply to each Employee who is not based in the 
United States and to any other Employee determined by the Committee.

10.2  Schedule of Countries where Awards are Feasible

The Committee shall determine, in its sole discretion, whether it is 
feasible under local law, custom and practice to grant Awards under 
the Plan to Employees described in Section 10.1 on the Grant Date 
(or Dates, if more than one grant is made). The Committee shall 
approve a schedule specifying by country whether an Option or SAR is 
to be granted under this Section.  The schedule may differentiate 
among classes of Employees (including international assignees) and 
locations within a country.

10.3  Terms of Option and SAR

If the Committee has determined on the schedule described in Section 
10.2 that it is feasible to grant an Option or SAR at a particular 
location, each Employee at such location shall be granted an Option 
or SAR, as applicable, on the Grant Date.  Each such Option shall be 
granted under and shall be subject to the terms in Article 7, except 
for such modifications or additional terms and conditions as the 
Committee deems appropriate under Section 10.4, and as set forth in 
the Award Notice.  Each such SAR shall be subject to Article 8 and 
may contain such additional terms as set forth in the Award 
Certificate, except for such modifications or additional terms and 
conditions as the Committee deems appropriate under Section 10.4, 
and as set forth in the Award Notice.

10.4  Special Terms

In order to facilitate the making of any Award under this Article 
10, the Committee may provide for such modifications and additional 
terms and conditions ("special terms") in Awards to Participants who 
are employed by the Company outside the United States (or who are 
foreign nationals temporarily within the United States) as the 
Committee may consider necessary or appropriate to accommodate 
differences in local law, policy or custom or to facilitate 
administration of the Plan.  The special terms may provide that the 
grant of an Award is subject to (a) applicable governmental or 
regulatory approval or other compliance with local legal 
requirements and/or (b) the execution by the Participant of a 
written instrument in the form specified by the Committee, and that 
in the event such conditions are not satisfied, the grant shall be 
void.  The special terms may also provide that an Award shall become 
exercisable if an Employee's employment with the Company ends as a 
result of workforce reduction, realignment or similar measure and 
the Committee may designate a person or persons to make such 
determination for a location.  The Committee may adopt or approve 
sub-plans, appendices or supplements to or amendments, restatements, 
or alternative versions of the Plan as it may consider necessary or 
appropriate for purposes of implementing any special terms, without 
thereby affecting the terms of the Plan as in effect for any other 
purpose.  

10.5  Currency Effects

Unless otherwise specifically determined by the Committee, all 
Awards and payments pursuant to such Awards shall be determined in 
U.S. currency.  The Committee shall determine, in its discretion, 
whether and to the extent any payments made pursuant to an Award 
shall be made in local currency, as opposed to U.S. dollars.  In the 
event payments are made in local currency, the Committee may 
determine, in its discretion and without liability to any 
Participant, the method and rate of converting the payment into 
local currency.

10.6  Modifications to Awards

The Committee shall have the right at any time and from time to time 
and without prior notice to modify outstanding Awards to comply with 
or satisfy local laws and regulations or to avoid costly 
governmental filings.  By means of illustration but not limitation, 
the Committee may restrict the method of exercise of an Award to 
avoid securities laws or exchange control filings, laws or 
regulations.

10.7  No Acquired Rights

No Employee in any country shall have any right to receive an Award, 
except as expressly provided for under the Plan.  All Awards made at 
any time are subject to the prior approval of the Committee.

ARTICLE 11  --  CHANGE IN OWNERSHIP

11.1  Background

Notwithstanding any provision contained in the Plan, the provisions 
of this Article 11 shall control over any contrary provision.  Upon 
a Change In Ownership: (i) the terms of this Article 11 shall 
immediately become operative, without further action or consent by 
any person or entity; (ii) all terms, conditions, restrictions, and 
limitations in effect on any unexercised, unvested, unearned and/or 
unpaid Award, or any other outstanding Award, shall immediately 
lapse as of the date of such event; (iii) no other terms, 
conditions, restrictions and/or limitations shall be imposed upon 
any Awards on or after such date, and in no circumstance shall an 
Award be forfeited on or after such date; and (iv) all unexercised, 
unvested, unearned, and/or unpaid Awards or any other outstanding 
Awards shall immediately and automatically become one hundred 
percent (100%) vested.

11.2  Valuation of Awards

Upon a Change In Ownership, all outstanding Options and shall be 
valued and cashed out on the basis of the Change In Control Price. 

11.3  Payment of Awards

Upon a Change In Ownership, any Participant, whether or not he or 
she is still employed by the Company, shall be paid, in a single 
lump-sum cash payment, as soon as practicable but in no event later 
than 90 days after the Change In Ownership, all of his or her 
Options and SARs.  That is, the difference between the Change In 
Control Price of the Common Stock less the option price or exercise 
price, as applicable, of the Participant's Award times the number of 
shares of Common Stock then remaining under such Award will be paid 
to the Participant in the form of a single lump-sum cash payment.

11.4  Miscellaneous

Upon a Change In Ownership, no action, including, but not by way of 
limitation, the amendment, suspension, or termination of the Plan, 
shall be taken which would adversely affect the rights of any 
Participant or the operation of the Plan with respect to any Award 
to which the Participant may have become entitled hereunder on or 
prior to the date of such action or as a result of such Change In 
Ownership.

ARTICLE 12  --  CHANGE IN CONTROL

12.1  Background

Notwithstanding any provision contained in the Plan, the provisions 
of this Article 12 shall control over any contrary provision.  All 
Participants shall be eligible for the treatment afforded by this 
Article 12 if their employment terminates within two years following 
a Change In Control, unless the termination is due to (i) death, 
(ii) Disability, (iii) Cause, (iv) resignation other than (A) 
resignation from a declined reassignment to a job that is not 
reasonably equivalent in responsibility or compensation (as defined 
in Kodak's Termination Allowance Plan), or that is not in the same 
geographic area (as defined in Kodak's Termination Allowance Plan), 
or (B) resignation within 30 days following a reduction in base pay, 
or (v) Retirement.

12.2  Vesting and Lapse of Restrictions

If a Participant is eligible for treatment under this Article 12, 
(i) all of the terms, conditions, restrictions, and limitations in 
effect on any of his or her unexercised, unvested, unearned, and/or 
unpaid Awards shall immediately lapse as of the date of his or her 
termination of employment; (ii) no other terms, conditions, 
restrictions and/or limitations shall be imposed upon any of his or 
her Awards on or after such date, and in no event shall any of his 
or her Awards be forfeited on or after such date; and (iii) all of 
his or her unexercised, unvested, unearned and/or unpaid Awards 
shall automatically become one hundred percent (100%) vested 
immediately upon his or her termination of employment.

12.3  Valuation of Awards

If a Participant is eligible for treatment under this Article 12, 
his or her Awards shall be valued and cashed out in accordance with 
the provisions of Sections 11.2 and 11.3.  The Participant shall be 
paid, in a single lump-sum cash payment, as soon as practicable but 
in no event later than 90 days after the date of his or her 
termination of employment, the amount due him or her under Section 
11.3.

12.4  Miscellaneous

Upon a Change In Control, no action, including, but not by way of 
limitation, the amendment, suspension or termination of the Plan, 
shall be taken which would adversely affect the rights of any 
Participant or the operation of the Plan with respect to any Award 
to which the Participant may have become entitled hereunder on or 
prior to the date of the Change In Control or to which he or she may 
become entitled as a result of such Change In Control.

ARTICLE 13  --  MISCELLANEOUS

13.1  Noncompetition

Unless a Participant's Award Notice provides otherwise, a 
Participant shall forfeit all unexercised, unearned, and/or unpaid 
Awards, including, but not by way of limitation, Awards earned but 
not yet paid, if, (i) in the opinion of the Committee, the 
Participant, without the prior written consent of an authorized 
corporate officer of Kodak, engages directly or indirectly in any 
manner or capacity as principal, agent, partner, officer, director, 
stockholder, employee, or otherwise, in any business or activity 
competitive with the business conducted by the Company; (ii) at any 
time discloses to any person or any entity any trade secrets, 
methods, processes or the proprietary or confidential information of 
the Company, except as such disclosure or use may be required in 
connection with the Participant's work as an employee of the 
Company; or (iii) the Participant performs any act or engages in any 
activity which in the opinion of Kodak's CEO, in the exercise of his 
or her sole and absolute discretion, is inimical to the best 
interests of the Company.  For purposes of this Section 13.1, a 
Participant shall not be deemed a stockholder if the Participant's 
record and beneficial ownership amount to not more than 1% of the 
outstanding capital stock of any company subject to the periodic and 
other reporting requirements of the Exchange Act.

13.2  Nonassignability

No amount payable or other right under the Plan shall be subject in 
any manner to alienation, sale, transfer, assignment, bankruptcy, 
pledge, attachment, charge or encumbrance of any kind nor in any 
manner be subject to the debts or liabilities of any person and any 
attempt to so alienate or subject any such amount, whether presently 
or thereafter payable, or any such right shall be void.

13.3  Withholding Taxes

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

13.4  Amendments to Awards

The Committee may at any time unilaterally amend any unexercised, 
unearned, or unpaid Award, including, but not by way of limitation, 
Awards earned but not yet paid, to the extent it deems appropriate; 
provided, however, that any such amendment which, in the opinion of 
the Committee, is adverse to the Participant shall require the 
Participant's consent.

13.5.  Regulatory Approvals and Listings

Notwithstanding anything contained in this Plan to the contrary, 
Kodak shall have no obligation to issue or deliver certificates of 
Common Stock evidencing any Award resulting in the payment of Common 
Stock prior to (i) the obtaining of any approval from any 
governmental agency which Kodak shall, in its sole discretion, 
determine to be necessary or advisable, (ii) the admission of such 
shares to listing on the stock exchange on which the Common Stock 
may be listed, and (iii) the completion of any registration or other 
qualification of said shares under any state or Federal law or 
ruling of any governmental body which Kodak shall, in its sole 
discretion, determine to be necessary or advisable, and unless Kodak 
shall be satisfied based on the advice of its counsel that such 
issuance or delivery will in compliance with all applicable laws, 
rules or regulations.

13.6  No Right to Continued Employment or Grants

No person shall have any claim or right to be granted an Award, and 
the grant of an Award shall not be construed as giving a Participant 
the right to continue in the employ of Kodak or its Affiliates. 
Further, Kodak and its Affiliates expressly reserve the right at any 
time to dismiss a Participant without any liability, or any claim 
under the Plan, except as provided herein or in any agreement 
entered into hereunder.

13.7  Amendment/Termination

The Committee may suspend or terminate the Plan at any time for any 
reason with or without prior notice.  In addition, the Committee may 
at any time and from time to time, with or without prior notice, 
amend the Plan in any manner.

13.8  Governing Law

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

13.9  No Right, Title, or Interest in Company Assets

No Participant shall have any rights as a shareholder as a result of 
participation in the Plan until the Participant becomes the record 
holder of shares of Common Stock as determined by the records of 
Kodak's transfer agent.  To the extent any person acquires a right 
to receive payments from Kodak or an Affiliate under the Plan, such 
rights shall be no greater than the rights of an unsecured creditor 
of Kodak or the Affiliate and the Participant shall not have any 
rights in or against any specific assets of Kodak or the Affiliate.  
All of the Awards granted under the Plan shall be unfunded.

13.10  No Guarantee of Tax Consequences

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

13.11  Other Benefits

All Awards and payments under the Plan shall constitute 
extraordinary items of compensation and shall not affect the level 
of benefits provided to or received by any Participant (or the 
Participant's estate or beneficiaries) as part of any employee 
benefit plan of Kodak or any an Affiliate.  As such, neither the 
Award grants nor any payments arising under this Plan shall 
constitute part of an Employee's employment contract with Kodak or 
an Affiliate, and accordingly, this Plan may be terminated at any 
time in the sole and exclusive discretion of the Committee without 
giving rise to liability on the part of Kodak or an Affiliate for 
severance payments.  The Plan shall not be construed to affect in 
any way a Participant's rights and obligations under any other plan 
maintained by Kodak or an Affiliate on behalf of employees.  
Furthermore, the granting of Awards under the terms of the Plan does 
not constitute an element of the Participant's regular or base 
compensation and shall not be considered in the determination of 
severance benefits paid as a result of a Participant's separation 
from service, or any other statutory benefit based on regular 
compensation to which the employee may be entitled.

13.12  Entire Plan

This document is a complete statement of the Plan.  As of its 
effective date this document supersedes all prior plans, 
representations and proposals, written or oral, relating to its 
subject matter.  The Company shall not be bound by or liable to any 
person for any representation, promise or inducement made by any 
Employee or agent of it which is not embodied in this document, in 
any authorized sub-plans, appendices or supplements to or 
amendments, restatements, or alternative versions of the Plan, or in 
the Award Notice.

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, 10,000,000 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 Kodak Stock Option 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 24, 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 Kodak Stock 
Option Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission Eastman Kodak 
Company's
Registration Statement on Form S-8 for the Kodak Stock Option Plan.  
The total filing fee of $199,217.19 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 apply $2,849.12 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 10,000,000 shares 
being registered by this Registration Statement on Form S-8.

In addition, the registrant, i.e., Account Number 000031235, has a 
filing credit of $448.54 which it will also apply to the filing fee 
due as a result of the 10,000,000 shares being registered by this 
Registration Statement on Form S-8.

In sum, taking into account the two credits of $2,849.12 and $448.54 
from the total filing fee due of $199,217.19 leaves a net balance 
due of $195,919.53.  This amount was wire transferred on June 24, 
1998, 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

/s/ Joyce P. Haag

Joyce P. Haag
Secretary