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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(Print or Type Responses)

1. Name and Address of Reporting Person * Faraci Philip J   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) President & COO (Last) (First) (Middle) 343 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2012 (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 01/03/2012   M   31,230 (6) A $ 0.65 73,122 D   Common Stock 01/03/2012   F   11,312 (1) D $ 0.65 61,810 D   Common Stock 01/03/2012   M   53,091 (7) A $ 0.65 114,901 D   Common Stock 01/03/2012   F   19,230 (1) D $ 0.65 95,671 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
Option (right to buy)	$ 26.46							(2)	05/11/2012	Common Stock	10,000		10,000	D
Option (right to buy)	$ 26.47							(2)	05/31/2012	Common Stock	52,500		52,500	D
Option (right to buy) (3)	$ 24.75							(2)	12/06/2012	Common Stock	20,940		20,940	D
Option (right to buy) (3)	$ 25.01							(2)	01/31/2013	Commons Stock	25,000		25,000	D
Option (right to buy) (3)	$ 25.88							(2)	12/11/2013	Common Stock	58,690		58,690	D
Option (right to buy) (3)	$ 23.28							(2)	12/10/2014	Common Stock	130,490		130,490	D
Option (right to buy) (3)	$ 7.41							(2)	12/08/2015	Common Stock	246,750		246,750	D
Option (right to buy)	$ 4.54							10/14/2013	10/13/2016	Common Stock	300,000		300,000	D
Option (right to buy)	$ 3.4							(2)	02/27/2018	Common Stock	231,707		231,707	D
Restricted Stock Units (5)	(4)	01/03/2012		M			31,230 (6)	12/31/2011(8)	12/31/2011(8)	Common Stock	31,230	$ 0	0	D
Restricted Stock Units	(4)							(9)	(9)	Commons Stock	344,200		344,200	D
Restricted Stock Units (10)	(4)	01/03/2012		M			53,091 (7)	12/31/2011(8)	12/31/2011(8)	Common Stock	53,091	$ 0	0	D
Restricted Stock Units	(4)							(11)	(11)	Common Stock	131,215		131,215	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Faraci Philip J 343 STATE STREET ROCHESTER, NY 14650			President & COO

Signatures

Patrick M. Sheller, as attorney-in-fact for Philip J. Faraci		01/05/2012
**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)	Payment of withholding taxes.
(2)	These options vest one-third on each of the first three anniversaries of the grant date.
(3)	Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan.
(4)	These units convert on a one-for-one basis.
(5)	The effective date for these restricted stock units is January 1, 2009.
(6)	Vesting and distribution of shares of Restricted Stock Units.
(7)	Vesting and distribution of shares of Leadership Stock 2009 Cycle.
(8)	This is the date these restricted stock units will vest.
(9)	These units vest 50% on both the 3rd and 4th anniversary of the grant date.
(10)	These are units earned under the Company's Leadership Stock Program for the 2009 performance cycle.
(11)	These units vest one-third on each of the first three anniversaries of the date of grant.

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