SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

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

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

New Jersey                                     16-0417150
State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

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

                        EASTMAN KODAK COMPANY
                       1997 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 Fee:
   Registered:                       Offering Price      Aggregate
                                      Per Share(1):    Offering Price:
----------------      ------------   --------------    ---------------   -----------------
<S>                   <C>            <C>               <C>               <C>
Common Stock          2,050,000      $67.53125         $138,439,062.50   $40,839.52
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 June19, 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>

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              Eastman Kodak Company 1997 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
EASTMAN KODAK COMPANY 1997 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            Eastman Kodak Company 1997      Incorporated by reference to the
             Stock Option Plan               Quarterly Report on Form 10-Q for 
                                             the quarter ending March 31,
                                             1997, Exhibit 10

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

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

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

<FN>

* Included as part of the electronic submission of this Registration Statement
(/TABLE>

EXHIBIT 5




June 25, 1998


Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

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

With respect to the Registration Statement on Form S-8 (the 
"Registration Statement") filed today by Kodak with the Securities 
and Exchange Commission for the purpose of registering under the 
Securities Act of 1933, as amended, 2,050,000 shares of common stock, 
$2.50 par value, of Kodak (the "Shares") to be granted to 
participants, or issued upon the exercise of, options under the 
Eastman Kodak Company 1997 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 25, 1998




June 25, 1998




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

Re:   Eastman Kodak Company Registration Statement on Form S-8 
Relating to Securities to be Issued Under the Eastman Kodak 
Company 1997 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 Eastman Kodak 
Company 1997 Stock Option Plan.  The filing fee of $40,839.52 was 
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 13>



<PAGE 1>


<PAGE 2>


<PAGE  3>


<PAGE 11>





</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

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

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

New Jersey                                     16-0417150
State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                 Identification No.)

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

                        EASTMAN KODAK COMPANY
                       1997 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 Fee:
   Registered:                       Offering Price      Aggregate
                                      Per Share(1):    Offering Price:
----------------      ------------   --------------    ---------------   -----------------
Common Stock          2,050,000      $67.53125         $138,439,062.50   $40,839.52
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 June19, 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.
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              Eastman Kodak Company 1997 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
EASTMAN KODAK COMPANY 1997 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            Eastman Kodak Company 1997      Incorporated by reference to the
             Stock Option Plan               Quarterly Report on Form 10-Q for 
                                             the quarter ending March 31,
                                             1997, Exhibit 10

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

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

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

EXHIBIT 5

June 25, 1998

Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

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

With respect to the Registration Statement on Form S-8 (the 
"Registration Statement") filed today by Kodak with the Securities 
and Exchange Commission for the purpose of registering under the 
Securities Act of 1933, as amended, 2,050,000 shares of common stock, 
$2.50 par value, of Kodak (the "Shares") to be granted to 
participants, or issued upon the exercise of, options under the 
Eastman Kodak Company 1997 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 25, 1998

June 25, 1998

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

Re:   Eastman Kodak Company Registration Statement on Form S-8 
Relating to Securities to be Issued Under the Eastman Kodak 
Company 1997 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 Eastman Kodak 
Company 1997 Stock Option Plan.  The filing fee of $40,839.52 was 
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