Company Name: Eastman Kodak Co.
Public Availability Date: December 31, 2007

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 14, 2007

Direct Dial (202) 955-8287
Fax No. (202) 530-9631
Client No. C 23116-00007

VIA HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re: Shareholder Proposal of Robert D. Morse Exchange Act of 1934Rule 14a-8

Dear Ladies and Gentlemen:

This letter is to inform you that our client, Eastman Kodak Company (the "Company"), intends to omit from its proxy statement and form of proxy for its 2008 Annual Meeting of Shareholders (collectively, the "2008 Proxy Materials") a shareholder proposal and statements in support thereof (the "Proposal") received from Robert D. Morse (the "Proponent").

Pursuant to Rule 14a-8(j), we have:

enclosed herewith six (6) copies of this letter and its attachments;

filed this letter with the Securities and Exchange Commission (the "Commission") no later than eighty (80) calendar days before the Company intends to file its definitive 2008 Proxy Materials with the Commission; and

concurrently sent copies of this correspondence to the Proponent.

Rule 14a-8(k) provides that shareholder proponents are required to send companies a copy of any correspondence that the proponents elect to submit to the Commission or the staff of the Division of Corporation Finance (the "Staff"). Accordingly, we are taking this opportunity to inform the Proponent that if the Proponent elects to submit additional correspondence to the Commission or the Staff with respect to this Proposal, a copy of that correspondence should concurrently be furnished to the undersigned on behalf of the Company pursuant to Rule 14a-8(k).

THE PROPOSAL

The Proposal states:

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of Eastman Kodak Company stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks (i.e.; company car use, club memberships). This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs.

A copy of the Proposal, as well as related correspondence from the Proponent, is attached to this letter as Exhibit A.

BASIS FOR EXCLUSION

We hereby respectfully request that the Staff concur in our view that the Proposal may be excluded from the 2008 Proxy Materials pursuant to Rule 14a-8(h)(3) because neither the Proponent nor his qualified representative attended the Company's 2007 Annual Meeting of Shareholders to present the Proponent's shareholder proposal contained in the Company's 2007 proxy statement.

ANALYSIS

The Proposal May Be Excluded under Rule 14a-8(h)(3) Because Neither the Proponent Nor His Qualified Representative Attended the Company's 2007 Annual Meeting of Shareholders to Present the Proponent's Shareholder Proposal Contained in the Company's 2007 Proxy Statement.

Under Rule 14a-8(h)(1), the proponent of a shareholder proposal must attend the shareholders meeting to present the proposal or, alternatively, must send a representative who is qualified under state law to present the proposal on the proponent's behalf. Rule 14a-8(h)(3) provides that if a shareholder or a qualified representative fails, without good cause, to appear and present a proposal included in a company's proxy materials, the company will be permitted to exclude all of such shareholder's proposals from the company's proxy materials for any meetings held in the following two calendar years.

The Company intends to omit the Proposal from its 2008 Proxy Materials because the Proponent failed, without good cause, to attend the Company's 2007 Annual Meeting of Shareholders to present a substantially similar proposal that he had submitted for that meeting (the "2007 Proposal"). The Company included the 2007 Proposal in the Company's 2007 proxy statement as Item No. 3 (attached as Exhibit B) and was prepared to allow the Proponent, or his qualified representative, to present the 2007 Proposal at the Company's 2007 Annual Meeting of Shareholders, which was held on May 9, 2007 in Vancouver, British Columbia. However, as noted in the transcript of the 2007 Annual Meeting (attached as Exhibit C), neither the Proponent nor his qualified representative attended the 2007 Annual Meeting of Shareholders to move on the 2007 Proposal and, as such, no vote was taken on the matter. Moreover, the Proponent did not communicate to the Company any good reason for his absence.

The Proponent is highly experienced at making shareholder proposals and is well aware of the rules regarding presentation of shareholder proposals. The Proponent has submitted numerous proposals to various companies over a period of many years, including to the Company, and has repeatedly violated Rule 14a-8(h)(1). We note, in particular, that the Staff consistently has permitted exclusion of proposals submitted by the Proponent because of his failure to appear and present his proposals at shareholder meetings. See, e.g., Anthracite Capital, Inc. (avail. Feb. 16, 2007); Wm. Wrigley, Jr. Co. (avail. Dec. 5, 2006); Entergy Corp. (avail. Jan. 10, 2006); Wm. Wrigley, Jr. Co. (avail. Nov. 21, 2005); Hudson United Bancorp (avail. Oct. 6, 2005); Exxon Mobil Corp. (avail. Dec. 14, 2004); Hudson United Bancorp (avail. Nov. 8, 2004); Lucent Technologies Inc. (avail. Oct. 27, 2004); Poore Brothers, Inc. (avail. Feb. 18, 2004); Wm. Wrigley, Jr. Co. (avail. Dec. 5, 2003); Avaya Inc. (avail. Nov. 14, 2003); Poore Brothers, Inc. (avail. Feb. 21, 2003); NCR Corp. (avail. Jan. 2, 2003); Wm. Wrigley, Jr. Co. (avail. Nov. 20, 2002); Mattel, Inc. (avail. Mar. 22, 2002); Lucent Technologies Inc. (avail. Sept. 21, 1999); Mobil Corp (avail. Sept. 3, 1998). Further, the Staff has permitted exclusion of proposals submitted by the Proponent to the Company because of his failure to appear and present at our annual meetings. See Eastman Kodak Co. (avail. Jan. 30, 2006); Eastman Kodak Co. (avail. Jan. 5, 2005); Eastman Kodak Co. (avail. Dec. 20, 2001); Eastman Kodak Co. (avail. Feb. 5, 2001); Eastman Kodak Co. (avail. Sept. 9. 1996).

As a result, the Company believes that under Rule 14a-8(h)(3) it may: (i) exclude the Proposal from the 2008 Proxy Materials, and (ii) omit any proposal made by the Proponent from the proxy materials for all shareholders' meetings held in calendar years 2008 and 2009.

CONCLUSION

Based upon the foregoing analysis, we respectfully request that the Staff concur that it will take no action if the Company excludes the Proposal from its 2008 Proxy Materials. We would be happy to provide you with any additional information and answer any questions that you may have regarding this subject. Moreover, the Company agrees to promptly forward to the Proponent any response from the Staff to this request that the Staff transmits by facsimile to the Company only.

If we can be of any further assistance in this matter, please do not hesitate to call me at (202) 955-8287 or Laurence L. Hickey, the Company's Corporate Secretary and Chief Governance Officer, at (585) 724-3378.

Sincerely,

/s/

Elizabeth A. Ising

Attachments

cc: Laurence L. Hickey, Eastman Kodak Company
Robert D. Morse

[INQUIRY LETTER]

December 20, 2007

Securities & Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, DC 20549

Re: Eastman Kodak Company's Objection to Proposal

Ladies and Gentlemen:

The first objection was to my non-attendance at the Vancouver. Canada Meeting, which was quite a distance from the East Coast headquarters. I would need to be quite frivolous with my money to spend about $1000.00 on a trip, knowing I would be allotted 3 whole minutes to present it to the least amount of shareowners, who had a few weeks to study the Proxy Materials as presented.

That, and my repeat of not being able to attend due to medical problems at my home are still good valid reasons, and lack of names/addresses of any possible volunteer, since the S.E.C. has still not supplied any form to follow. It is noted that I am still be "tracked", which is naming other companies that obtained refusals is a mild form of "harassment" and should be banned. Past decisions are not "Cast in stone" as well as the term "Past performance does not guarantee ongoing performance".

Page 3, Paragraph 2 states that as I did not appear to: "move on the 2007 Proposal and, as such, no vote was taken on the matter". "Moreover, the Proponent did not communicate to the Company any good reason for his absence". Copy supplied as a company "Exhibit" of my August 30, 2007 announcing my intended Proposal plainly states: "I cannot be expected to attend but will try to be represented at the meeting by an alternate selection, if any become known to me".

"For the past three years, my close presence to attend my wife's medical needsetc. - "so advised of my non-attendance".

Therefore, this is a misleading erroneous statement and my Proposal should be printed.

As to the matter of "no vote was taken on the matter". A Company cannot deprive shareowners of their votes, as such were invited by Proxy to send their return vote in weeks prior to the meeting, and they should be ordered to show the results of the vote in the 2008 Proxy. This also should state the number of voters as well, it being a true expression of company voting as opposed to monetary ownership

6 copies to the S.E.C.

1 copy to Eastman Kodak Co.

1 copy to Gibson, et al

Sincerely,

Robert D. Morse

/s/

[INQUIRY LETTER]

August 30, 2007

Office of The Secretary
Eastman Kodak Company
343 State Street
Rochester, NY 14650-0218

Dear Secretary:

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, wish to introduce the enclosed Proposal for the Year 2008 Proxy Material. I have held.$2000.00 or more in the company's securities over one year and will continue to hold until after the next meeting date.

I cannot be expected to attend but will try to be represented at the meeting by an alternate selection, if any become known to me.

For the past three years, my close presence to attend my wife's medical needs has escalated and the S.E.C. has been so advised as a "valid reason" for non-attendance.

Encl.: Proposal and Reasons

Sincerely,

Robert D. Morse

/s/

[APPENDIX]

PROPOSAL

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of Eastman Kodak Company stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks {i.e.; company car use, club memberships] This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs

REASONS

Ever since about Year 1975, when "Against" was removed from "Vote for Directors" box, and no other on the Proxy Vote, and the term "Plurality" voting was contrived, shareowners have lost the "Right of Dissent", which is unconstitutional. No reason given, but the result has been that any Management nominee for Director was elected, even if only one "For" vote was received. This is because "Abstain" and "Withheld" are not deducted from "For". In response, Directors have awarded remuneration to those whom nominated them, to the point of being excessive and still escalating. Millions of dollars of shareowners assets are diverted for the five top Management, year after year, until their retirement or they "Jump Ship" for another company's offer. It is seldom proven to have been "earned" by their efforts, rather than the product or services.

The limit of one half million dollars in remuneration is far above that needed to enjoy an elegant lifestyle. These funds might better be applied to dividends. The savings in elimination of personnel needed to process all previous programs could be tremendous. Plus savings on lengthy pages reporting the process in the Report, a help for the National Paperwork Reduction Act.

This can all be accomplished by having Directors eliminate all Rights, Options, S.A.R.'s, retirement and severance, etc. programs, relying on $500.000.00 to be adequate, and Management buying their own stock and retirement programs, if desired.

It is commendable that AT&T, ExxonMobil, Ford Motor [1\st/], perhaps others, have already returned "Against" as requested.

Thank you, and please vote "YES" for this Proposal. It is for Your benefit!

Robert D. Morse

/s/

[STAFF REPLY LETTER]

December 31, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Eastman Kodak Company Incoming letter dated December 14, 2007

The proposal relates to compensation.

There appears to be some basis for your view that Kodak may exclude the proposal under rule 14a-8(h)(3). We note your representation that Kodak included the proponent's proposal in its proxy statement for its 2007 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if Kodak omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3).

Sincerely,

/s/

Heather L. Maples
Special Counsel