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 * MEEK DANIEL T   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) Senior Vice President (Last) (First) (Middle) EASTMAN KODAK COMPANY, 343 STATE STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/20/2006 (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               8,363 D   Common Stock               1.742 I Shares held by spouse.

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
Option (right to buy)	$ 31.3							(3)	03/31/2009	Common Stock	8,000		8,000	D
Option (right to buy)	$ 31.3							(3)	09/17/2008	Common Stock	5,000		5,000	D
Option (right to buy)	$ 31.3							(3)	03/11/2009	Common Stock	107		107	D
Option (right to buy)	$ 31.3							(3)	03/29/2010	Common Stock	11,200		11,200	D
Option (right to buy)	$ 31.3							(3)	01/11/2011	Common Stock	15,301		15,301	D
Option (right to buy)	$ 31.3							(4)	11/15/2011	Common Stock	20,000		20,000	D
Option (right to buy)	$ 36.66							(4)	03/31/2009	Common Stock	21,420		21,420	D
Option (right to buy)	$ 24.49							(4)	11/18/2010	Common Stock	6,975		6,975	D
Option (right to buy) (1)	$ 25.85							(4)	05/03/2011	Common Stock	10,000		10,000	D
Option (right to buy)	$ 31.71							(4)	12/09/2011	Common Stock	16,200		16,200	D
Option (right to buy)	$ 26.47							(4)	05/31/2012	Common Stock	52,500		52,500	D
Option (right to buy) (2)	$ 24.75							(4)	12/06/2012	Common Stock	25,130		25,130	D
Restricted Stock Units (5)	(6)	02/20/2006		A		2,066		12/31/2006(7)	12/31/2006(7)	Common Stock	2,066	$ 26.41	2,066	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MEEK DANIEL T EASTMAN KODAK COMPANY 343 STATE STREET ROCHESTER, NY 14650			Senior Vice President

Signatures

Laurence L. Hickey, as attorney-in-fact For Daniel T. Meek		03/16/2006
**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)	Employee stock option granted under the 2000 Omnibus Long-Term Compensation Plan in a transaction exempt under Rule 16b-3.
(2)	Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan.
(3)	These options have vested.
(4)	The options vest one-third on each of the first three anniversaries of the grant date.
(5)	Theses units granted under the 2000 Omnibus Long-Term Compensation Plan; Leadership Stock Program, 2004-2005 cycle.
(6)	These units convert on a one-for-one basis.
(7)	This is the date these restricted stock units will vest.

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