SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 29, 2010


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

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 Exchange 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))

Item 2.02.  Results of Operations and Financial Condition

On April 29, 2010, Eastman Kodak Company issued a press release describing its financial results for its first fiscal quarter ended March 31, 2010.  A copy of the press release is attached as Exhibit (99.1) to this report.

Within the Company's first quarter 2010 press release, the Company makes reference to the following non-GAAP financial measures, which have directly comparable GAAP financial measures, including:

• “Digital earnings from operations”;
• “Consumer Digital Imaging Group (CDG) earnings, excluding the impact of the non-recurring intellectual property transaction”;
• “Digital earnings, excluding the impact of the non-recurring intellectual property transaction”;
• “Segment earnings, excluding the impact of the non-recurring intellectual property transaction”;
• “Gross profit as a percent of sales, excluding the impact of the non-recurring intellectual property transaction”;
• “Cash generation (usage) before restructuring payments”;
• “Segment earnings from operations”; and
• “Digital revenue.”

The Company believes that these measures represent important internal measures of performance.  Accordingly, where these non-GAAP measures are provided, it is done so that investors have the same financial data that management uses with the belief that it will assist the investment community in properly assessing the underlying performance of the Company on a year-over-year and quarter-sequential basis.  Whenever such information is presented, the Company has complied with the provisions of the rules under Regulation G and Item 2.02 of Form 8-K. In addition to the reasons described above, the specific reasons why the Company's management believes that the presentation of the non-GAAP financial measures provides useful information to investors regarding Kodak's financial condition, results of operations and cash flows are as follows.

Digital earnings from operations / Digital revenue / Segment earnings from operations

The Company’s digital businesses consist of the CDG segment and the Graphic Communications Group (GCG) segment.  Due to the Company's ongoing digital transformation, management views the Company’s performance based on digital earnings from operations, digital revenue growth and segment earnings from operations.  These measures form the basis of internal management performance expectations and may impact certain incentive compensation.  Accordingly, the Company believes that the presentation of this information is useful to investors as it provides them with the same financial data that management uses to assess the Company’s growth on a year-over-year and quarter-sequential basis, as the Company continues this digital transformation.

Cash generation (usage) before restructuring payments

The Company believes that the presentation of cash generation (usage) before restructuring payments is useful information to investors as it facilitates the comparison of cash flows between reporting periods.  In addition, management utilizes this measure as a tool to assess the Company's ability to repay debt, and fund acquisitions and investments, after it has satisfied its working capital needs and capital expenditures.  The cash generation (usage) before restructuring payments measure equals net cash provided by /(used in) continuing operations from operating activities, as determined under Generally Accepted Accounting Principles in the U.S. (U.S. GAAP), minus capital expenditures, plus proceeds from the sale of assets and certain businesses and other settlements / agreements not otherwise included in U.S. GAAP cash provided by / (used in) continuing operations from operating activities, plus net cash flow generated by divested businesses through the date of divestiture to the extent such business divestitures would be categorized as discontinued operations, minus cash flow from the operations of significant acquisitions or strategic alliances completed during the year plus cash restructuring payments.  Finally, cash generation (usage) before restructuring payments forms the basis of internal management performance expectations and certain incentive compensation.  Accordingly, the Company believes that the presentation of this information is useful to investors as it provides them with the same data that management uses to facilitate their assessment of the Company's cash and working capital management.

CDG earnings, excluding the impact of the non-recurring intellectual property transaction / Digital earnings, excluding the impact of the non-recurring intellectual property transaction / Segment earnings, excluding the impact of the non-recurring intellectual property transaction / Gross profit as a percent of sales, excluding the impact of the non-recurring intellectual property transaction

The Company believes that the presentation of CDG earnings, excluding the impact of the non-recurring intellectual property transaction, digital earnings, excluding the impact of the non-recurring intellectual property transaction, segment earnings, excluding the impact of the non-recurring intellectual property transaction and gross profit as a percent of sales, excluding the impact of the non-recurring intellectual property transaction provide useful information to investors as it facilitates the comparison of CDG earnings, digital earnings and segment earnings between reporting periods on the same basis.  Management utilizes these measures to provide a comparable basis on which to assess the effectiveness of management actions to improve profitability within the CDG segment.

CDG earnings, excluding the impact of the non-recurring intellectual property transaction, equals CDG earnings (loss) from continuing operations before interest expense, other income (charges), net and income taxes as determined under U.S. GAAP minus non-recurring intellectual property revenue.  Digital earnings, excluding the impact of the non-recurring intellectual property transaction, equals CDG plus GCG earnings (loss) from continuing operations before interest expense, other income (charges), net and income taxes as determined under U.S. GAAP minus non-recurring intellectual property revenue.  Segment earnings, excluding the impact of the non-recurring intellectual property transaction, equals segment earnings (loss) from continuing operations before interest expense, other income (charges), net and income taxes as determined under U.S. GAAP minus non-recurring intellectual property revenue.  Gross profit as a percent of sales, excluding the impact of the non-recurring intellectual property transaction, equals total company gross profit as a percent of sales as determined under U.S. GAAP minus the impact of the non-recurring intellectual property revenue on gross profit as a percent of sales.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits

SIGNATURES

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.

EXHIBIT INDEX