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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1. Name and Address of Reporting Person * Samuels Eric   2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [EK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Controller (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2009 (Street) ROCHSTER, 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 12/31/2009   M   463.5604 (1) A $ 4.29 582.5604 D   Common Stock 12/31/2009   F   174.5604 (2) D $ 4.29 408 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Options (right to buy)

$ 2.64

(3)

06/16/2016

Common Stock

10,000

10,000

D

Restricted Stock Units

(4)

12/31/2011(8)

12/31/2011(8)

Common Stock

942

942

D

Restricted Stock Units

(4)

(5)

(5)

Common Stock

12,605

12,605

D

Restricted Stock Units (6)

(4)

12/31/2009

M

463.5604 (1)

12/31/2009(8)

12/31/2009(8)

Common Stock

463.5604

$ 0

0

D

Restricted Stock Units

(4)

(7)

(7)

Common Stock

39,860

39,860

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Samuels Eric 343 STATE STREET ROCHSTER, NY 14650			Controller

Signatures

Patrick M. Sheller, as attorney-in-fact for Eric Samuels		01/05/2010
**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)	Vesting and distribution of shares of Leadership Stock 2007 Cycle
(2)	Payment of withholding taxes.
(3)	These options vest one-third on each of the first three anniversaries of the date of grant.
(4)	These units convert on a one-to-one basis.
(5)	50% vest on 9/16/2010, remaining 50% vest on 9/16/2011
(6)	These units granted under the 2005 Omnibus Long-Term Compensation Plan; Leadership Stock 2007 cycle.
(7)	These units vest 50% on both the 2nd and 4th anniversary of the grant date
(8)	This is the date these restricted stock units will vest.

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