Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On February 24, 2009, the Board of Directors of Eastman Kodak Company (the "Company") approved amendments to the Company's By-Laws. Section 2 of Article 2 of the Company's amended By-Laws was amended to require that, in uncontested Director elections (i.e., elections where the number of Director nominees does not exceed the number of Directors to be elected), Director nominees receive the affirmative vote of a majority of the votes cast in order to be elected to the Board of Directors of the Company. The Company's Majority Vote Policy, which relates to this By-Law amendment, may be found in the "Corporate Governance" section of the Company's website at www.kodak.com/go/governance.

Section 1 of Article 2 of the Company's amended By-Laws was also amended to delete a historical reference to the Board's previous classified Board structure. Beginning with the 2008 Annual Meeting of the Company's Shareholders, all of the Company's Directors annually stand for election to one-year terms.

The Company's amended By-Laws are attached as an exhibit to this Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibit

(3.2) Eastman Kodak Company Amended and Restated By-Laws