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<SEC-DOCUMENT>0000031235-05-000110.txt : 20051021
<SEC-HEADER>0000031235-05-000110.hdr.sgml : 20051021
<ACCEPTANCE-DATETIME>20051021160742
ACCESSION NUMBER:		0000031235-05-000110
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20051017
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20051021
DATE AS OF CHANGE:		20051021

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EASTMAN KODAK CO
		CENTRAL INDEX KEY:			0000031235
		STANDARD INDUSTRIAL CLASSIFICATION:	PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861]
		IRS NUMBER:				160417150
		STATE OF INCORPORATION:			NJ
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-00087
		FILM NUMBER:		051149796

	BUSINESS ADDRESS:	
		STREET 1:		343 STATE ST
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14650
		BUSINESS PHONE:		7167244000

	MAIL ADDRESS:	
		STREET 1:		343 STATE STREET
		CITY:			ROCHESTER
		STATE:			NY
		ZIP:			14650
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>oct2120058-k.txt
<DESCRIPTION>EASTMAN KODAK COMPANY 8-K FILING
<TEXT>

                                                                <PAGE> 1

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


      Date of report (Date of earliest event reported): October 17, 2005



                              Eastman Kodak Company
               (Exact name of registrant as specified in its charter)



New Jersey                            1-87                 16-0417150
- ----------------------------------------------------------------------
(State or Other Jurisdiction       (Commission           (IRS Employer
    of Incorporation)             File Number)      Identification No.)


                                343 State Street,
                            Rochester, New York 14650
            (Address of Principal Executive Office) (Zip Code)


      Registrant's telephone number, including area code (585) 724-4000
                                                          -------------


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities
      Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Securities
      Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under
      the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c)under the
      Exchange Act (17 CFR 240.13e-4(c))

                                                                <PAGE> 2

ITEM 1.01  Entry into a Material Definitive Agreement

On October 17, 2005, the Executive Development and Compensation
Committee of the Board of Directors (the "Committee") of Eastman Kodak
Company (the "Company") approved a revision to the Administrative Guide
for the 2005-2006 Performance Cycle of the Leadership Stock Program
under Article 7 (Performance Awards) of the 2005 Omnibus Long-Term
Compensation Plan (the "Leadership Stock Administrative Guide")
previously approved by the Committee on February 15, 2005.  The
Leadership Stock Administrative Guide sets forth the specific
performance goals and business criteria for the 2005-2006 performance
cycle of the Leadership Stock Program, established under the 2005
Omnibus Long-Term Compensation Plan.  The measure previously set by the
Committee for the 2005-2006 performance cycle was earnings per share
for the two calendar years of the performance cycle.  In light of the
Company's announcement on July 20, 2005 that it will no longer report
operational earnings per share and that digital earnings growth is one
of the three key metrics by which the Company is being managed, the
Committee revised the measure for this cycle to be digital earnings
from operations for the two calendar years of the performance cycle.


                                                                <PAGE> 3


                                 SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                                          EASTMAN KODAK COMPANY



                                          By: /s/ Richard G. Brown, Jr.
                                          -----------------------------
                                          Richard G. Brown, Jr.
                                          Controller

Date:  October 21, 2005

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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