ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02 (b)
On December 12, 2008, Hector de J. Ruiz notified the Company in writing of his decision not to stand for re-election to the Board of Directors at the Company's Annual Meeting of Shareholders in 2009. Dr. Ruiz will continue to serve as a director of the Company until the 2009 Annual Meeting of Shareholders, which is currently expected to be held in May of 2009.
The press release issued by the Company on December 18, 2008 announcing Dr. Ruiz's decision is attached hereto as Exhibit (99.1). ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits
(99.1) Press release issued by Eastman Kodak Company on December 18, 2008 relating to the departure of Hector de J. Ruiz.

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