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 * Underberg Sharon E.   2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [KODK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Counsel, Sec., SVP (Last) (First) (Middle) EASTMAN KODAK COMPANY, 343 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 03/02/2015 (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, par value $.01 03/02/2015   A   138 (1) A $ 0 232 D   Common Stock, par value $.01 03/02/2015   F   48 (2) D $ 18.19 184 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

Restricted Stock Units

$ 0 (3)

(3)

12/15/2017

Common Stock, par value $.01

9,877

9,877

D

Stock Option (Right to Buy)

$ 20.25

(4)

12/14/2021

Common Stock, par value $.01

27,286

27,286

D

125% Warrants to purchase Common Stock, par value $.01

$ 14.93

03/02/2015

A

47 (5)

09/03/2013

09/03/2018

Common Stock, par value $.01

47

$ 0

331

D

125% Warrants to purchase Common Stock, par value $.01

$ 14.93

03/02/2015

F

17 (6)

09/03/2013

09/03/2018

Common Stock, par value $.01

17

$ 4.56

314

D

135% Warrants to purchase Common Stock, par value $.01

$ 16.12

03/02/2015

A

47 (5)

09/03/2013

09/03/2018

Common Stock, par value $.01

47

$ 0

331

D

135% Warrants to purchase Common Stock, par value $.01

$ 16.12

03/02/2015

F

17 (6)

09/03/2013

09/03/2018

Common Stock, par value $.01

17

$ 3.5

314

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Underberg Sharon E. EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NY 14650			General Counsel, Sec., SVP

Signatures

/s/ Sharon E. Underberg		03/04/2015
**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)	Distribution on account of unsecured claims pursuant to the Kodak Chapter 11 Plan.
(2)	Shares withheld to cover tax withholding obligations from the distribution of shares described in footnote 1.
(3)	Except as otherwise provided in the award notice, these restricted stock units, which convert into common stock on a one-to-one basis, vest one-third on each of the first three anniversaries of the 12/15/14 grant date, subject to Ms. Underberg's continuous employment with the Company.
(4)	Except as otherwise provided in the award notice, this option vests one-third on each of the first three anniversaries of the 12/15/14 grant date, subject to Ms. Underberg's continuous employment with the Company.
(5)	Distribution on account of unsecured claims pursuant to the Kodak Chapter 11 Plan.
(6)	Warrants withheld to cover tax withholding obligations from the distribution of warrants described in footnote 5.

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