FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * PEREZ ANTONIO M   2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [EK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, Chairman & CEO (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2008 (Street) ROCHESTER, NY 14650 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock               149,153 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$ 30.96							(2)	04/01/2013	common stock	500,000		500,000	D
Option (right to buy)	$ 24.49							(3)	11/18/2010	common stock	51,500		51,500	D
Option (right to buy)	$ 31.71							(3)	12/09/2011	Common Stock	90,130		90,130	D
Option (right to buy)	$ 26.47							(4)	05/31/2012	Common Stock	300,000		300,000	D
Option (right to buy) (5)	$ 24.75							(4)	12/06/2012	Common Stock	135,000		135,000	D
Option (right to buy) (5)	$ 25.88							(4)	12/11/2013	Common Stock	314,530		314,530	D
Option (right to buy) (5)	$ 23.28							(4)	12/10/2014	Common Stock	397,460		397,460	D
Option (right to buy) (5)	$ 7.41	12/09/2008		A		751,540		(4)	12/08/2015	Common Stock	751,540	$ 7.41	751,540	D
Stock Units	(6)							(7)	(7)	Common Stock	17,845.92		17,845.92	D
Stock Units	(6)							(7)	(7)	Common Stock	54,578.97		54,758.97	D
Stock Units (8)	(6)							(7)	(7)	Common Stock	18,642.7518		18,642.7518	D
Restricted Stock Units (9)	(6)							12/31/2009(11)	12/31/2009(11)	Common Stock	74,812.8463		74,812.8463	D
Restricted Stock Units	(6)	12/09/2008(10)		A		95,120		12/31/2011(11)	12/31/2011(11)	Common Stock	95,120	$ 0	95,120	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PEREZ ANTONIO M 343 STATE STREET ROCHESTER, NY 14650	X		President, Chairman & CEO

Signatures

Laurence L. Hickey, as attorney-in-fact for Antonio M. Perez		12/10/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Some of these shares are restricted.
(2)	Employee stock option granted under the 1997 Stock Option Plan in a transaction exempt under Rule 16b-3. One-half of the options vest on the second anniversary of the date of grant; the balance vest on the fifth anniversary.
(3)	These options have vested.
(4)	These options vest one-third on each of the first three anniversaries of the date of grant.
(5)	Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan.
(6)	These units convert on a one-to-one basis.
(7)	This date is not applicable to these units.
(8)	These units granted under the 2000 Omnibus Long-Term Compensation Plan; Leadership Stock Program, 2004-2005 cycle.
(9)	Theses units granted under the 2005 Omnibus Long-Term Compensation Plan; Leadership Stock 2007 cycle.
(10)	The effective date for these restricted stock units is January 1, 2009.
(11)	This is the date these restricted stock units will vest.

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