Statement of Changes of Beneficial Ownership

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* PEREZ ANTONIO M	2. Issuer Name and Ticker or Trading Symbol EASTMAN KODAK CO [ EKDKQ ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) President, Chairman & CEO
(Last) (First) (Middle) 343 STATE STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 2/28/2012
(Street) ROCHESTER, NY 14650 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/28/2012		M		133205 ⁽⁷⁾	A	$0.35	540217	D
Common Stock	2/28/2012		F		48247 ⁽¹²⁾	D	$0.35	491970	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$26.47							⁽²⁾	5/31/2012	Common Stock	300000		300000	D
Option (right to buy) ⁽⁴⁾	$24.75							⁽²⁾	12/6/2012	Common Stock	135000		135000	D
Option (right to buy)	$30.96							⁽¹⁾	4/1/2013	common stock	500000		500000	D
Option (right to buy) ⁽⁴⁾	$25.88							⁽²⁾	12/11/2013	Common Stock	314530		314530	D
Option (right to buy) ⁽⁴⁾	$23.28							⁽²⁾	12/10/2014	Common Stock	397460		397460	D
Option (right to buy) ⁽⁴⁾	$7.41							⁽²⁾	12/8/2015	Common Stock	751540		751540	D
Option (right to buy)	$4.54							⁽³⁾	10/13/2016	Common Stock	500000		500000	D
Option (right to buy)	$3.4							⁽²⁾	2/27/2018	Common Stock	705732		705732	D
Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	18539.42		18539.42	D
Stock Units	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	56886.41		56886.41	D
Stock Units ⁽⁸⁾	⁽⁵⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	19370.2903		19370.2903	D
Restricted Stock Units	⁽⁵⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1048370		1048370	D
Restricted Stock Units	⁽⁵⁾	2/28/2012		M			133205	⁽¹¹⁾	⁽¹¹⁾	Common Stock	133205	$ 0	266450	D
Restricted Stock Units	⁽⁵⁾							12/31/2013 ⁽⁹⁾	12/31/2013 ⁽⁹⁾	Common Stock	248009		248009	D

Explanation of Responses:
( 1)	Employee stock option granted under the 1997 Stock Option Plan in a transaction exempt under Rule 16b-3. One-half of the options vest on the second anniversary of the date of grant; the balance vest on the fifth anniversary.
( 2)	These options vest one-third on each of the first three anniversaries of the date of grant.
( 3)	One third vests on the 2nd anniversary of the grant date; one third vests on 3rd anniversary of the grant date; remaining third vests on the 4th anniversary of the grant date.
( 4)	Stock option granted under the 2005 Omnibus Long-Term Compensaton Plan.
( 5)	These units convert on a one-to-one basis.
( 6)	This date is not applicable to these units.
( 7)	Vesting and distribution of shares of Restricted Stock Units
( 8)	These units granted under the 2000 Omnibus Long-Term Compensation Plan; Leadership Stock Program, 2004-2005 cycle.
( 9)	This is the date these restricted stock units will vest.
( 10)	These units vest 50% on both the 3rd and 4th anniversary of the grant date.
( 11)	These units vest one-third on each of the first three anniversaries of the date of grant.
( 12)	Payment of withholding taxes.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
PEREZ ANTONIO M 343 STATE STREET ROCHESTER, NY 14650	X		President, Chairman & CEO

Signatures
Patrick M. Sheller, as attorney-in-fact for Antonio M. Perez		3/1/2012
^** Signature of Reporting Person		Date

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 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).
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