FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Rodli Eric G

2. Issuer Name and Ticker or Trading Symbol
Eastman Kodak Company / EK

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Senior Vice President and President, Entertainment Imaging

(Last)      (First)     (Middle)

Eastman Kodak Company
343 State Street

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Rochester, NY 14650

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Option (right to buy)⁽²⁾

$31.30

8/26/02

J

V

3,750.00

02/08/10

common stock

3,750.00

$31.30

3,750.00

D

Option (right to buy)⁽²⁾

$31.30

8/26/02

J

V

9,333.00

03/29/10

common stock

9,333.00

$31.30

9,333.00

D

Option (right to buy)⁽²⁾

$31.30

8/26/02

J

V

17,751.00

01/11/11

common stock

17,751.00

$31.30

17,751.00

D

Option (right to buy)⁽²⁾

$31.30

8/26/02

J

V

6,667.00

08/31/11

common stock

6,667.00

$31.30

6,667.00

D

Option (right to buy)⁽²⁾

$31.30

8/26/02

J

V

23,000.00

11/15/11

common stock

23,000.00

$31.30

23,000.00

D

Phantom Stock Units⁽¹⁾

1-for-1

7/16/02

J

V

40.85

common stock

40.85

$28.91

1,352.92

D

Explanation of Responses:

(1) These units were credited to the reporting person's account on 7/16/02 as dividend equivalents. As of 7/16/02, the reporting person erroneously filed a form 4 reporting a dividend equivalent of 451.13 shares instead of the 40.85 that were actually credited to his account. As of 7/16/02, the reporting person owned 1,352.92 shares at the end of that period.
(2) We previously reported that these options were expected to be issued on or about August 26, 2002, with an exercise price equal to the fair market value on the date of grant, pursuant to the Company's Stock Option Exchange Program. These options were issued on August 25, 2002, with an exercise price of $31.30.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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