As filed with the Securities and Exchange Commission on August 11, 2000
                                          Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              EASTMAN KODAK COMPANY

              (Exact name of registrant as specified in its charter)

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

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

                   2000 OMNIBUS LONG-TERM COMPENSATION PLAN
                           (Full title of the plan)

                                JOYCE P. HAAG
                                    Secretary

                              Eastman Kodak Company

                               343 State Street
                           Rochester, New York 14650
                                 (716) 724-4368

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

                         CALCULATION OF REGISTRATION FEE


Title of                         Proposed Maximum    Proposed   Maximum
Security          Amount to      Offering Price      Aggregate  Offering
to be             be             Per Share (1)       Price      Amount of
Registered        Registered                                    Registration
                                                                Fee


Common            22,000,000      $57.1875         $1,258,125,000  $332,145
Stock par         shares
value $2.50
per share

(1) Estimated on the basis of the average of the high and low prices of Kodak
Common Stock reported on the New York Stock Exchange for August 4 ,2000, solely
for the purpose of determining the registration fee pursuant to Rule 457 (c) and
(h).

Approximate date of commencement of the proposed sale of the securities to the
public:
     From time to time after the Registration Statement becomes effective.


<PAGE>


                                     PART I

The information required by Part I will be included in the prospectus provided
to participants in the Plan.

                                     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:

            Kodak's Form 10-K Annual Report for the year ended December 31,
            1999.

            Kodak's Form 10-Q Quarterly Report for the quarter ended March 31,
            2000.

            Kodak's Form 10-Q Quarterly Report for the quarter ended June 30,
            2000.

            All documents filed by Kodak with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold will be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

                        Description Of Kodak Common Stock

The following is a brief description of Kodak Common Stock.

Dividend Rights

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

Voting Rights

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


<PAGE>


Liquidation Rights

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

Preemptive Rights

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

Item 4.  DESCRIPTION OF SECURITIES

             Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.  EXHIBITS

Exhibit
Number            Exhibit

4            2000 Omnibus Long-Term Compensation Plan

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

23A          Consent of PricewaterhouseCoopers LLP, independent
             accountants

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

<PAGE>

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, 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 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 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
             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.

<PAGE>

                                   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, New York on August 11, 2000

                                     EASTMAN KODAK COMPANY

                                       By:/s/Daniel A. Carp
                                        ------------------------
                                         Daniel A. Carp, President and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Joyce P. Haag and Laurence L. Hickey, and
each or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933 and any and all
amendments (including post-effective amendments) to this registration statement
and to any registration statement filed pursuant to Rule 462(b), and to file
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

Name                          Title


/s/George M. C. Fisher
----------------------
George M. C. Fisher           Chairman of the Board and Director

/s/Daniel A. Carp
----------------------
Daniel A. Carp                President, Chief Executive Officer
                                  and Director
/s/Robert H. Brust
----------------------
Robert H. Brust               Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial  Officer)

/s/E. Mark Rajkowski
----------------------
E. Mark Rajkowski             Controller
                              (Principal Accounting Officer)

/s/Richard S. Braddock
----------------------
Richard S. Braddock           Director

/s/Martha Layne Collins
----------------------
Martha Layne Collins          Director

/s/Alice F. Emerson
----------------------
Alice F. Emerson              Director

/s/Paul E. Gray
----------------------
Paul E. Gray                  Director

/s/Durk I. Jager
----------------------
Durk I. Jager                 Director

/s/Debra L. Lee
----------------------
Debra L. Lee                  Director

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

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

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

/s/Richard A. Zimmerman
----------------------
Richard A. Zimmerman          Director


Date: August 11, 2000


<PAGE>


                             EASTMAN KODAK COMPANY
                        REGISTRATION STATEMENT ON FORM S-8
                    2000 OMNIBUS LONG-TERM COMPENSATION PLAN

                                 INDEX TO EXHIBITS


Exhibit

Number      Exhibit                                   Location



4           2000 Omnibus Long-Term                    Incorporated by reference
            Compensation Plan                         to Quarterly Report on
                                                      Form 10-Q for the quarters
                                                      ended June 30, 1999, and
                                                      September 30, 1999, and
                                                      Annual Report on Form 10-K
                                                      for the fiscal year ended
                                                      December 31, 1999

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

23A         Consent of PricewaterhouseCoopers LLP,    *
            independent accountants



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



*Included as part of the electronic submission of this Registration Statement
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 15296}]
{"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": "333-43526", "film-number": "692902"}, "business-address": {"street1": "343 STATE ST", "city": "ROCHESTER", "state": "NY", "zip": "14650", "phone": "7167244000"}}
As filed with the Securities and Exchange Commission on August 11, 2000
                                          Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form S-8

                REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              EASTMAN KODAK COMPANY

              (Exact name of registrant as specified in its charter)

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

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

                   2000 OMNIBUS LONG-TERM COMPENSATION PLAN
                           (Full title of the plan)

                                JOYCE P. HAAG
                                    Secretary

                              Eastman Kodak Company

                               343 State Street
                           Rochester, New York 14650
                                 (716) 724-4368

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

                         CALCULATION OF REGISTRATION FEE

Title of                         Proposed Maximum    Proposed   Maximum
Security          Amount to      Offering Price      Aggregate  Offering
to be             be             Per Share (1)       Price      Amount of
Registered        Registered                                    Registration
                                                                Fee

Common            22,000,000      $57.1875         $1,258,125,000  $332,145
Stock par         shares
value $2.50
per share

(1) Estimated on the basis of the average of the high and low prices of Kodak
Common Stock reported on the New York Stock Exchange for August 4 ,2000, 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 I

The information required by Part I will be included in the prospectus provided
to participants in the Plan.

                                     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:

            Kodak's Form 10-K Annual Report for the year ended December 31,
            1999.

            Kodak's Form 10-Q Quarterly Report for the quarter ended March 31,
            2000.

            Kodak's Form 10-Q Quarterly Report for the quarter ended June 30,
            2000.

            All documents filed by Kodak with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post- effective
amendment which indicates that all securities offered have been sold or which
de-registers all securities then remaining unsold will be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

                        Description Of Kodak Common Stock

The following is a brief description of Kodak Common Stock.

Dividend Rights

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

Voting Rights

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

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

Preemptive Rights

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

Item 4.  DESCRIPTION OF SECURITIES

             Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

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

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.  Not applicable.

Item 8.  EXHIBITS

Exhibit
Number            Exhibit

4            2000 Omnibus Long-Term Compensation Plan

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

23A          Consent of PricewaterhouseCoopers 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, 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 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 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
             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, New York on August 11, 2000

                                     EASTMAN KODAK COMPANY

                                       By:/s/Daniel A. Carp
                                        ------------------------
                                         Daniel A. Carp, President and
                                         Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Joyce P. Haag and Laurence L. Hickey, and
each or any of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any registration statement filed
pursuant to Rule 462(b) under the Securities Act of 1933 and any and all
amendments (including post-effective amendments) to this registration statement
and to any registration statement filed pursuant to Rule 462(b), and to file
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
foregoing, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or either of them, or their or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

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

Name                          Title

/s/George M. C. Fisher
----------------------
George M. C. Fisher           Chairman of the Board and Director

/s/Daniel A. Carp
----------------------
Daniel A. Carp                President, Chief Executive Officer
                                  and Director
/s/Robert H. Brust
----------------------
Robert H. Brust               Executive Vice President and
                              Chief Financial Officer
                              (Principal Financial  Officer)

/s/E. Mark Rajkowski
----------------------
E. Mark Rajkowski             Controller
                              (Principal Accounting Officer)

/s/Richard S. Braddock
----------------------
Richard S. Braddock           Director

/s/Martha Layne Collins
----------------------
Martha Layne Collins          Director

/s/Alice F. Emerson
----------------------
Alice F. Emerson              Director

/s/Paul E. Gray
----------------------
Paul E. Gray                  Director

/s/Durk I. Jager
----------------------
Durk I. Jager                 Director

/s/Debra L. Lee
----------------------
Debra L. Lee                  Director

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

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

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

/s/Richard A. Zimmerman
----------------------
Richard A. Zimmerman          Director

Date: August 11, 2000
EASTMAN KODAK COMPANY
                        REGISTRATION STATEMENT ON FORM S-8
                    2000 OMNIBUS LONG-TERM COMPENSATION PLAN

                                 INDEX TO EXHIBITS

Exhibit

Number      Exhibit                                   Location

4           2000 Omnibus Long-Term                    Incorporated by reference
            Compensation Plan                         to Quarterly Report on
                                                      Form 10-Q for the quarters
                                                      ended June 30, 1999, and
                                                      September 30, 1999, and
                                                      Annual Report on Form 10-K
                                                      for the fiscal year ended
                                                      December 31, 1999

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

23A         Consent of PricewaterhouseCoopers LLP,    *
            independent accountants

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

*Included as part of the electronic submission of this Registration Statement