As filed with the Securities and Exchange Commission on
November 16, 1994
                                   Registration No. 33-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          Form S-8
                              
                   REGISTRATION STATEMENT
                              
                            UNDER
                              
                 THE SECURITIES ACT OF 1933
                              
                    EASTMAN KODAK COMPANY
   (Exact Name of Registrant as Specified in Its Charter)
                              
     New Jersey                    16-0417150
     (State of Other Jurisdiction  (I.R.S. Employer
     of Incorporation or           Identification Number)
     Organization)
                              
         343 STATE STREET, ROCHESTER, NEW YORK 14650
     (Address of Principal Executive Offices) (Zip Code)
                              
                    EASTMAN KODAK COMPANY
          1990 OMNIBUS LONG-TERM COMPENSATION PLAN
                  (Full Title of the Plan)
                              
                   GARY P. VAN GRAAFEILAND
    Senior Vice President, Secretary and General Counsel
                    Eastman Kodak Company
                      343 State Street
                  Rochester, New York 14650
                       (716) 724-4332
           (Name and Address of Agent For Service)
                              
  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, the contents of
Registration Statement No. 33-35214
are incorporated herein by reference.


               CALCULATION OF REGISTRATION FEE

                       Propose  Proposed     
Title of               d        Maximum      
Securities  Amount to  Maximum  Aggregate    Amount of
to be       be         Offerin  Offering     Registra-
Registered  Registere  g Price  Price(1)     tion Fee
            d          Per
                       Share(1
                       )
                                             
Common      6,033,600  $45.63   $275,313,16  $94.936.24
Stock, par                      8
value $2.50
per share



(1)  Estimated on the basis of trading prices on
     November 11, 1994, solely for the purpose of
     determining the registration fee.



                           PART II
         INFORMATION NOT REQUIRED IN THE PROSPECTUS


Item 8.   Exhibits

EXHIBIT
NUMBER         EXHIBIT

5       Opinion of Gary P. Van Graafeiland as to the
        legality of the securities registered
        
24A     Consent of Price Waterhouse LLP, independent
        accountants
        
24B     Consent of Gary P. Van Graafeiland (included in
        Exhibit 5 to this Registration Statement)


Item 9.   Undertakings

A.  To Update Annually

(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:

          (i)  to include any prospectus required by
               Section 10(a)(3) of the Securities Act of
               1933;

          (ii) to reflect in the Prospectus any facts or
               events arising after the effective date of
               the registration statement (or the most
               recent post-effective amendment thereof)
               which, individually or in the aggregate,
               represent a fundamental change in the
               information set forth in the registration
               statement;

          (iii) 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;

          provided, however, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the registration
          statement is on Form S-3, or Form S-8, and the
          information required to be included in a post-
          effective amendment by those paragraphs is
          contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section
          15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the
          registration statement.

     (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933,
          each such post-effective amendment shall be
          deemed to be a new registration statement
          relating to the securities offered therein, and
          the offering of such securities at that time
          shall be deemed to be the initial bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the
          termination of the offering.

(d)  The undersigned registrant hereby undertakes that,
     for purposes of determining any liability under the
     Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a)
     or Section 15(d) of the Securities Exchange Act of
     1934 that is incorporated by reference in the
     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.

B.  Indemnification of Certain Persons

     Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in
     the opinion of the Securities and Exchange
     Commission such indemnification is against public
     policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred
     or paid by a director, officer or controlling person
     of the registrant in the successful defense of any
     action, suit, or proceeding) is asserted by such
     director, officer or controlling person in
     connection with the securities being registered, the
     registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate
     jurisdiction the question whether such
     indemnification by it is against public policy as
     expressed in the Act and will be governed by the
     final adjudication of such issue.


                         SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rochester, State of New York, on this     day of
November, 1994.

                         EASTMAN KODAK COMPANY


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

     Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by
the following persons in the capacities indicated on
November    , 1994.

Name                  Title
Richard S. Braddock   Director
Martha Layne Collins  Director
Charles T. Duncan     Director
Alice F. Emerson      Director
George M.C. Fisher    Director
Roberto C. Goizueta   Director
Paul E. Gray          Director
C. Michael Hamilton   General Comptroller (Principal
                      Accounting Officer)
                      
Karlheinz Kaske       Director
Harry L. Kavetas      Executive Vice President and Chief
                      Financial Officer (Principal
                      Financial Officer)
                      
John J. Phelan, Jr.   Director
Wilbur J. Prezzano    Director
                      
Leo J. Thomas         Director
                      
Richard A. Zimmerman  Director


                        EXHIBIT INDEX

EXHIBIT NUMBER  EXHIBIT                           PAGE
                
5               Opinion of Gary P. Van            
                Graafeiland as to the legality
                of the securities registered
                
24A             Consent of Price Waterhouse LLP,  
                independent accountants
                
24B             Consent of Gary P. Van            
                Graafeiland (included in Exhibit
                5 to this registration
                statement)


                                   Exhibit 5

November 16, 1994


Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

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

With respect to the Registration Statement on Form S-8
(the "Registration Statement") filed today by Kodak with
the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended,
6,033,600 additional shares of common stock, $2.50 par
value, of Kodak (the "Shares") to be granted under or
issued upon the exercise of options and stock
appreciation rights granted under the Eastman Kodak
Company 1990 Omnibus Long-Term Compensation Plan (the
"Plan"), I have examined originals or copies, certified
or otherwise identified to my satisfaction, of such
corporate records, certificates, and other documents and
instruments, and such questions of law, as I have
considered necessary or desirable for the purpose of this
opinion.

Based on the foregoing, I am of the opinion that the
Shares will, when the Registration Statement has become
effective and the Shares have been issued and delivered
as contemplated in the Registration Statement and in the
Plan, be legally issued, fully paid, and non-assessable.

I consent to the filing of this opinion as an exhibit to
the Registration Statement.

                         Very truly yours,




                         Gary P. Van Graafeiland
                         Senior Vice President,
                         Secretary and General Counsel


                              Exhibit 24A


CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 31, 1994, except as to the Subsequent Event
note, which is as of March 2, 1994, which appears on page
18 of the Eastman Kodak Company Annual Report on Form
10-K for the year ended December 31, 1993.




Price Waterhouse LLP


New York, New York
November 16, 1994





November 16, 1994



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

Re:  Eastman Kodak Company Registration Statement on Form
     S-8 Relating to Additional Shares Under the Eastman
     Kodak Company 1990 Omnibus Long-Term Compensation
     Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission
Eastman Kodak Company's Registration Statement on Form
S-8 for the Eastman Kodak Company 1990 Omnibus Long-Term
Compensation Plan.  The filing fee of $97,786.62 was wire
transferred on October 27, 1994 to the Commission's
account at Mellon Bank in Pittsburgh, PA.  This amount is
in excess of the required fee of $94,936.24 by $2,850.38.
Please remit this excess amount to Eastman Kodak Company
to the attention of the undersigned.

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

                         Very truly yours,



                         Joyce P. Haag


EOFEOFEOF
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12240}]
{"company-data": {"conformed-name": "EASTMAN KODAK CO", "cik": "0000031235", "assigned-sic": "3861", "irs-number": "160417150", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56499", "film-number": "94560660"}, "business-address": {"street1": "343 STATE ST", "city": "ROCHESTER", "state": "NY", "zip": "14650", "phone": "7167244000"}}
As filed with the Securities and Exchange Commission on
November 16, 1994
                                   Registration No. 33-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          Form S-8
                              
                   REGISTRATION STATEMENT
                              
                            UNDER
                              
                 THE SECURITIES ACT OF 1933
                              
                    EASTMAN KODAK COMPANY
   (Exact Name of Registrant as Specified in Its Charter)
                              
     New Jersey                    16-0417150
     (State of Other Jurisdiction  (I.R.S. Employer
     of Incorporation or           Identification Number)
     Organization)
                              
         343 STATE STREET, ROCHESTER, NEW YORK 14650
     (Address of Principal Executive Offices) (Zip Code)
                              
                    EASTMAN KODAK COMPANY
          1990 OMNIBUS LONG-TERM COMPENSATION PLAN
                  (Full Title of the Plan)
                              
                   GARY P. VAN GRAAFEILAND
    Senior Vice President, Secretary and General Counsel
                    Eastman Kodak Company
                      343 State Street
                  Rochester, New York 14650
                       (716) 724-4332
           (Name and Address of Agent For Service)
                              
  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, the contents of
Registration Statement No. 33-35214
are incorporated herein by reference.

               CALCULATION OF REGISTRATION FEE

                       Propose  Proposed     
Title of               d        Maximum      
Securities  Amount to  Maximum  Aggregate    Amount of
to be       be         Offerin  Offering     Registra-
Registered  Registere  g Price  Price(1)     tion Fee
            d          Per
                       Share(1
                       )
                                             
Common      6,033,600  $45.63   $275,313,16  $94.936.24
Stock, par                      8
value $2.50
per share

(1)  Estimated on the basis of trading prices on
     November 11, 1994, solely for the purpose of
     determining the registration fee.

                           PART II
         INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 8.   Exhibits

EXHIBIT
NUMBER         EXHIBIT

5       Opinion of Gary P. Van Graafeiland as to the
        legality of the securities registered
        
24A     Consent of Price Waterhouse LLP, independent
        accountants
        
24B     Consent of Gary P. Van Graafeiland (included in
        Exhibit 5 to this Registration Statement)

Item 9.   Undertakings

A.  To Update Annually

(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:

          (i)  to include any prospectus required by
               Section 10(a)(3) of the Securities Act of
               1933;

          (ii) to reflect in the Prospectus any facts or
               events arising after the effective date of
               the registration statement (or the most
               recent post-effective amendment thereof)
               which, individually or in the aggregate,
               represent a fundamental change in the
               information set forth in the registration
               statement;

          (iii) 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;

          provided, however, that paragraphs (a)(1)(i)
          and (a)(1)(ii) do not apply if the registration
          statement is on Form S-3, or Form S-8, and the
          information required to be included in a post-
          effective amendment by those paragraphs is
          contained in periodic reports filed by the
          registrant pursuant to Section 13 or Section
          15(d) of the Securities Exchange Act of 1934
          that are incorporated by reference in the
          registration statement.

     (2)  That, for the purpose of determining any
          liability under the Securities Act of 1933,
          each such post-effective amendment shall be
          deemed to be a new registration statement
          relating to the securities offered therein, and
          the offering of such securities at that time
          shall be deemed to be the initial bona fide
          offering thereof.

     (3)  To remove from registration by means of a post-
          effective amendment any of the securities being
          registered which remain unsold at the
          termination of the offering.

(d)  The undersigned registrant hereby undertakes that,
     for purposes of determining any liability under the
     Securities Act of 1933, each filing of the
     registrant's annual report pursuant to Section 13(a)
     or Section 15(d) of the Securities Exchange Act of
     1934 that is incorporated by reference in the
     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.

B.  Indemnification of Certain Persons

     Insofar as indemnification for liabilities arising
     under the Securities Act of 1933 may be permitted to
     directors, officers and controlling persons of the
     registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in
     the opinion of the Securities and Exchange
     Commission such indemnification is against public
     policy as expressed in the Act and is, therefore,
     unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than
     the payment by the registrant of expenses incurred
     or paid by a director, officer or controlling person
     of the registrant in the successful defense of any
     action, suit, or proceeding) is asserted by such
     director, officer or controlling person in
     connection with the securities being registered, the
     registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate
     jurisdiction the question whether such
     indemnification by it is against public policy as
     expressed in the Act and will be governed by the
     final adjudication of such issue.

                         SIGNATURES

     Pursuant to the requirements of the Securities Act
of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of
Rochester, State of New York, on this     day of
November, 1994.

                         EASTMAN KODAK COMPANY

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

     Pursuant to the requirements of the Securities Act
of 1933, this registration statement has been signed by
the following persons in the capacities indicated on
November    , 1994.

Name                  Title
Richard S. Braddock   Director
Martha Layne Collins  Director
Charles T. Duncan     Director
Alice F. Emerson      Director
George M.C. Fisher    Director
Roberto C. Goizueta   Director
Paul E. Gray          Director
C. Michael Hamilton   General Comptroller (Principal
                      Accounting Officer)
                      
Karlheinz Kaske       Director
Harry L. Kavetas      Executive Vice President and Chief
                      Financial Officer (Principal
                      Financial Officer)
                      
John J. Phelan, Jr.   Director
Wilbur J. Prezzano    Director
                      
Leo J. Thomas         Director
                      
Richard A. Zimmerman  Director

                        EXHIBIT INDEX

EXHIBIT NUMBER  EXHIBIT                           PAGE
                
5               Opinion of Gary P. Van            
                Graafeiland as to the legality
                of the securities registered
                
24A             Consent of Price Waterhouse LLP,  
                independent accountants
                
24B             Consent of Gary P. Van            
                Graafeiland (included in Exhibit
                5 to this registration
                statement)

                                   Exhibit 5

November 16, 1994

Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

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

With respect to the Registration Statement on Form S-8
(the "Registration Statement") filed today by Kodak with
the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended,
6,033,600 additional shares of common stock, $2.50 par
value, of Kodak (the "Shares") to be granted under or
issued upon the exercise of options and stock
appreciation rights granted under the Eastman Kodak
Company 1990 Omnibus Long-Term Compensation Plan (the
"Plan"), I have examined originals or copies, certified
or otherwise identified to my satisfaction, of such
corporate records, certificates, and other documents and
instruments, and such questions of law, as I have
considered necessary or desirable for the purpose of this
opinion.

Based on the foregoing, I am of the opinion that the
Shares will, when the Registration Statement has become
effective and the Shares have been issued and delivered
as contemplated in the Registration Statement and in the
Plan, be legally issued, fully paid, and non-assessable.

I consent to the filing of this opinion as an exhibit to
the Registration Statement.

                         Very truly yours,

                         Gary P. Van Graafeiland
                         Senior Vice President,
                         Secretary and General Counsel

                              Exhibit 24A

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in
this Registration Statement on Form S-8 of our report
dated January 31, 1994, except as to the Subsequent Event
note, which is as of March 2, 1994, which appears on page
18 of the Eastman Kodak Company Annual Report on Form
10-K for the year ended December 31, 1993.

Price Waterhouse LLP

New York, New York
November 16, 1994

November 16, 1994

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

Re:  Eastman Kodak Company Registration Statement on Form
     S-8 Relating to Additional Shares Under the Eastman
     Kodak Company 1990 Omnibus Long-Term Compensation
     Plan

Ladies and Gentlemen:

We are filing today by electronic EDGAR transmission
Eastman Kodak Company's Registration Statement on Form
S-8 for the Eastman Kodak Company 1990 Omnibus Long-Term
Compensation Plan.  The filing fee of $97,786.62 was wire
transferred on October 27, 1994 to the Commission's
account at Mellon Bank in Pittsburgh, PA.  This amount is
in excess of the required fee of $94,936.24 by $2,850.38.
Please remit this excess amount to Eastman Kodak Company
to the attention of the undersigned.

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

                         Very truly yours,

                         Joyce P. Haag

EOFEOFEOF