Form 4
Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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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1. Name and Address of Reporting Person*

                Stoffel              James               C. 		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             [_]    Other (specify
          title below)                     below)


Senior Vice President
(Last)             (First)            (Middle)


Eastman Kodak Company        343 State Street 		3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

February 18, 2003
(Street)

         Rochester            New York                          14650 		5. If Amendment, Date of Original (Month/Day/Year)
 		7. 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. Trans-
action
Date
(mm/dd/yy)

2A.
Deemed
Execution
Date, if
any
(mm/dd/yy
 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
(Instr. 3 and 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
                     
                     
                     
                     

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instructions 4(b)(v).

 
 Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently vaild OMB Number.
(Over)
SEC 1474 (9-02)




FORM 4 (continued)
 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)		 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
Deriv-
ative
Secur-
ities
Bene-
ficially
Owned
Follow-
ing
Reported
Trans-
action(s)
(Instr. 4)

 10. Owner-
ship
Form of
Deriv-
ative
Security:
Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature
of
Indirect
Benefi-
cial
Owner-
ship
(Instr. 4)
Code V (A) (D) Date
Exercisable		 Expiration
Date		 Title Amount or
Number
of Shares
Common Stock Units 1 for 1 02/18/03 A   5,180.0000   (1)  (2) Common Stock 5,180.0000 $30.97 5,180.0000 D  
Explanation of Responses:

(1)   These units represent restricted stock awarded under the Eastman Kodak Company 2000 Omnibus Long-term Compensation Plan and deferred under that plan as restricted stock units. The restrictions on the grant expire December 31, 2003. The units are entitled to dividend equivalents on each dividend payment date.

(2)    Deferred awards will be paid out on the date or dates selected by the issuer prior to the award as required by the Internal Revenue Service and the Eastman Kodak Company 2000 Omnibus Long-term Compensation Plan.
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/  James M. Quinn, as attorney-in-fact
James C. Stoffel
**Signature of Reporting Person 		February 20, 2003
Date
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