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<SEC-DOCUMENT>0000031235-08-000024.txt : 20080324
<SEC-HEADER>0000031235-08-000024.hdr.sgml : 20080324
<ACCEPTANCE-DATETIME>20080129080152
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000031235-08-000024
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20080129

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:		CORRESP

	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>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>



                                                 January 29, 2008

VIA Overnight Mail

Perry Hindin, Esq.
Division of Corporate Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-3720

Re:	Eastman Kodak Company
	Definitive schedule 14A
	Filed March 30, 2007
	File No. 001-00087

Dear Mr. Hindin:

Per our January 17, 2008 telephone conversation, I am writing to
supplement our January 7, 2007 response to the SEC's comment letter dated
December 17, 2007 regarding the above referenced Proxy Statement filed on
Form 14A on March 30, 2007 (the "Proxy Statement") by Eastman Kodak
Company (the "Company").

As requested in the original comment letter dated September 26, 2007, we
hereby acknowledge that:

	*  The Company is responsible for the adequacy and accuracy of the
           disclosure in the filing;

	*  Staff comments or changes to disclosure in response to comments
           do not foreclose the Commission from taking any action with
           respect to the filing; and

	*  The Company may not assert Staff comments as a defense in any
           proceeding initiated by the Commission or any person under the
           federal securities laws of the United States.

For convenience of reference, your December 17, 2007 comment is set forth
in bold below followed by our additional response.


<PAGE> 2

	1.  While we note your response to prior comment 1, we re-issue
            that comment.  Please confirm that you will identify all
            benchmark companies in your future filings.  In addition,
            please confirm that you will disclose where you target each
            element of compensation against the peer companies and where
            actual payments fall within targeted parameters.  To the
            extent actual compensation was outside a targeted percentile
            range, please confirm that you will explain why.  Alternatively,
            if you are not using such surveys to benchmark competitive
            compensation but rather are relying on such additional
            information to provide your compensation committee with general
            information to assist in its compensation level deliberations,
            please indicate such in your response letter and clarify
            disclosure in future filings accordingly.

In future filings, we will identify the names of the surveys used by the
Compensation Committee's consultant to obtain market competitive data when
the Compensation Committee uses that data to benchmark competitive
compensation when determining the compensation of our Named Executive
Officers.  In future filings, to the extent the Compensation Committee
does not know the names of the specific individual companies within these
surveys, we will indicate this fact in our disclosure rather than
identifying the specific individual companies included in the surveys.

                                      * * *

We appreciate this opportunity to supplement our January 7, 2008 response.
If you would like to discuss our response above, please contact me at 585-
724-3378.

					Sincerely,



					/s/ Laurence L. Hickey

                                        Laurence L. Hickey
             				Secretary and Chief Governance
					Officer

cc:  Antonio M. Perez
     Timothy M. Donahue
     Frank S. Sklarsky
     Joyce P. Haag
     Robert L. Berman
     Virginia M. Meredith
     Ronald O. Mueller, Gibson, Dunn & Crutcher LLP





</TEXT>
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