SecProbe.io

CORRESP
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August 9, 2005

Securities and Exchange Commission
 Division of Corporate Finance
 450 Fifth Street, N.W.
 Washington, D.C.  20549

Attention:

Peggy   Fisher, Assistant Director

Regarding:

Eastman   Kodak Company

Form 10-K   for the fiscal year ended December 31, 2004

Form 10-Q   for the quarterly period ended March 31, 2005

Form 8-K   filed April 22, 2005

File No.   001-00087

On behalf of Eastman Kodak Company, please find below our responses to the Staff’s comments included in your letter to me dated June 8, 2005.  For reference purposes, the Staff’s comments as reflected in the June 8 letter are reproduced in bold in numerical sequence in this letter, and the corresponding responses of Eastman Kodak Company are shown below each comment.

Sincerely,

/s/ Robert H.   Brust

1

General
The Company notes the Staff’s comments and acknowledges the following:

•

The Company   is responsible for the adequacy and accuracy of the disclosure in its filings   with the Commission;

•

The Staff’s   comments or changes to disclosure in response to Staff comments in the   filings reviewed by the Staff do not foreclose the Commission from taking any   action with respect to the filing; and

•

The Company   may not assert Staff comments as a defense in any proceeding initiated by the   Commission or any person under the federal securities laws of the United   States.

Executive Summary

The questions below primarily relate to the restatement of the 2003 full-year and
quarterly financial statements and the quarterly financial statements for the
first three quarters of 2004 (the “restatement”) that the Eastman
Kodak Company (the “Company” or “we”) announced earlier in
the year.  The primary drivers of the restatement were issues identified in
the Company’s accounting for income taxes and for pensions and other
postretirement benefits, as well as several miscellaneous issues.  These
issues surfaced through the internal control review process mandated by Section
404 of the Sarbanes-Oxley Act of 2002, as well as the normal year-end closing
and audit process.  Additionally, as a result of the Company’s
conclusion that the above-mentioned restatement was required, the Company also
recorded adjustments in the restatement process for out-of-period errors that
were previously identified and recorded in 2003 and 2004 when the items
originally became known (based on the Company’s contemporaneous materiality
assessments within those periods).

By way of introduction to the responses outlined below, the Company would like to highlight the following:

•

In an effort   to understand each adjustment, the Company had contemporaneously conducted a   thorough review, including root cause analysis.  We have concluded that the adjustments arose from inadvertent   errors and that there was no intentional misstatements nor was there   any manipulative or fraudulent behavior with respect to the Company’s   financial reporting.

•

     All of the Company’s judgments
     and conclusions with respect to the restatement adjustments, including the
     sub-set of these adjustments which had previously been corrected in the
     period of discovery, were discussed in a timely manner with senior
     management, the Audit Committee of the Board of Directors, outside SEC
     counsel (in certain periods) and with our independent accountants,
     PricewaterhouseCoopers LLP.

2

•

In   evaluating the impact of the adjustments on the Company’s financial   statements, there was no directional bias noted.  Specifically, adjustments to net income, assets and liabilities   were both positive and negative.

•

Although   there are many adjustments outlined below, a large portion of them are   insignificant in comparison to the Company’s business and financial activities   and financial statements taken as a whole.

•

In making judgments and drawing
conclusions regarding materiality and the requirements for restatement, the
Company looked at the various adjustments individually and in the aggregate and
we considered both quantitative and qualitative factors, all in accordance with
APB 20, APB 28, SAB 99 and SAB Topic 5-F.  Further, the Company drew its
materiality conclusions in light of the surrounding circumstances and the total
mix of information available to it.  In drawing these conclusions, the
Company prepared very detailed SAB 99 analyses, which were contemporaneously
documented and discussed with the appropriate parties as outlined
above.

•

Based on the Company’s materiality
assessments performed contemporaneous to its conclusion to restate the 2003
full-year and quarterly financial statements and the financial statements for
the first three quarters of 2004, we concluded that the financial statements for
the years 2002, 2001 and 2000 did not require restatement.  The supporting
materiality assessments and the conclusion that these financial statements did
not require restatement were reviewed with senior management, the Audit Committee
of the Board of Directors, outside SEC legal counsel and
PricewaterhouseCoopers LLP.  As requested by the Staff, the Company has
included materiality assessments with respect to those periods in its response
to the first bullet of comment 2 below, which are included in Schedule J discovered after April 6, 2005.
A summary of those assessments is as follows (Please note that the impacts presented below include
the combined effects of those errors known as of the time the Company filed our 2004 Form 10-K and those discovered
after April 6, 2005):

Year

Aggregate   dollar impact
   of errors on earnings
   from continuing
   operations
Overstated earnings /
 (Understated earnings)

Aggregate percentage
   impact of errors relative
   to earnings from
   continuing operations as
   originally reported
   Overstated earnings /
   (Understated earnings)

2000

$(9 million)

(0.6)%

2001

$2 million

2.6%

2002

$(29 million)

(3.8)%

•

In drawing   its conclusions that (1) the 2003 full-year and quarterly financial   statements and the financial statements for the first three quarters of 2004   required restatement and (2) that the financial statements for the years   2002, 2001 and

3

2000 did not require restatement, the
Company considered the net cumulative impact of the uncorrected errors as of
January 1, 2003 of $1.2 million (defined below as the “Net
Adjustment”) relating to the years 2002, 2001, 2000 and prior.  In its
restatement of the Q1 and full-year 2003 financial statements, the Company recorded the Net Adjustment in Q1 2003 as a net
charge to Selling, general and administrative expense, based on the following
assessments:

-

The gross   errors comprising the Net Adjustment did not have a material impact on the   2002, 2001 and 2000 financial statement line items, as supported by our materiality   assessments contained in the Company’s response to the first bullet of   comment 2;

-

The Net   Adjustment did not have a material impact on the 2003 Q1 and full-year   financial statements, as supported by our response to the second bullet of   comment 2;

-

Although the impacts of the gross adjustments comprising the Net Adjustment were quantitatively
material to the Benefit for income taxes line in Q1 and full-year 2003 (they were not quantitatively material to any of the other
individual line items), the impacts of the gross adjustments
comprising the Net Adjustment: (1) were immaterial to the income taxes line item
in 2002, 2001 and 2000, (2) do not impact the trend in the income taxes line, and
(3) to record the errors comprising the Net Adjustment gross in the 2003 Q1 and
full-year financial statements would have a distortive effect on the income
taxes line item, when such distortive impact does not belong in 2003;
and

-

The Company believes that: (1) restating
2002, 2001 and 2000 to correct immaterial impacts or (2) to record the errors
comprising the Net Adjustment gross in Q1 2003 would not be useful information
to a reasonable investor.  Please see the Company’s response to the second bullet of comment 2 for further discussion.

•

The Company continues to believe that our
disclosures in the 2004 Form 10-K, as outlined in Note 1 (as it relates to the
restatement) and within Item 9 (as it relates to the material weaknesses in
internal controls over financial reporting in the areas of accounting for income
taxes and pension and other postretirement benefits) were clear and provided the
investor with the necessary information to understand the errors and to describe
how our results changed from what was originally reported for the year ended
December 31, 2003 to the restated results for that period.  The Company
notes that the material items corrected in the restatement comprised the (1)
income tax errors, (2) pension and other postretirement errors, (3)
depreciation translation issue and (4) exclusivity asset issue.

The Company notes that there is extensive
disclosure within Note 1 and Item 9 relating to the tax and
pension/postretirement errors and the underlying root causes of those
issues.  These errors were the cause of the restatement and, therefore, once the
Company determined it needed to restate its financial statements for the 2003
full-year and quarterly periods and the first three quarters in 2004, we
included “Other” errors in the restatement process.  The
“Other” adjustments relate to errors that were immaterial,
individually and in the aggregate, with the exception of the depreciation and
exclusivity issues, all of which were properly disclosed in Note 1.  As a
result, and given the number and disparate nature of these adjustments, the
Company does not believe that additional disclosure relating to the composition
of the “other” items would have changed or influenced the judgment of a reasonable
person relying on the Company’s financial statements.

4

The Staff will note that there are a
number of adjustments for which the Company provides an explanation (see
Schedule I), making this response necessarily long and detailed.  In an
effort to provide sufficient detail for the Staff to conclude as to the
inadvertent nature, randomness and appropriateness of each adjustment, the Company has also
provided two summary schedules which should be looked at in conjunction with the
narrative discussion included in our response to the first bullet of comment 1 (see Schedule I) below.  The first schedule, Schedule A-1, aggregates
the adjustments in a manner that supports and ties back to the Company’s
footnote disclosure in its 2004 financial statements.  The second schedule,
Schedule A-2, aggregates the adjustments into the following three
categories:

I.

Accounting errors identified during the
2004 year-end closing process, subsequent to the Company’s Q4 and full-year
2004 earnings release on January 26, 2005, that should have been and were ultimately
recorded in Q4 2004;

II.

Accounting   errors that were identified in the 2004 year-end closing process that, as   part of the restatement, were booked in prior periods (2003 and 2004); and

III.

Adjustments   primarily representing out-of-period errors that were previously identified   and recorded in 2003 and 2004 when the items originally became known (based   on the Company’s contemporaneous materiality assessments).

Should the Staff wish for more information
or explanation, we would be happy to assist through a conference call or by
visiting the Staff in Washington, D.C.  We believe that this supplemental
verbal interaction will be beneficial in assisting the Staff in its
understanding of the Company’s conclusions regarding the appropriateness
and adequacy of our accounting, materiality assessments and disclosure, and the
efficacy and good faith of each of the Company’s judgments.

Form 10-K for the year ended December 31, 2004

Note 1:  Significant Accounting Policies and Restatement, page 87

Restatement of Previously Issued Financial Statements

1.

The information presented in this Note does not provide investors   with a clear path between the originally filed and restated numbers.  To assist us in understanding the reasons   for the restatements and with a view towards revised clearer disclosure for   investors, please address the following:

•

     Provide us with a revised
     discussion of each of the accounting errors you discovered during your 2004
     year-end closing process.  In addition to the errors relating to your
     accounting for income taxes and pensions and other postretirement
     benefits, please address in detail and individually quantify the other
     miscellaneous errors you discovered.

5

The Company notes the Staff’s
comment.  As indicated above in the Executive Summary, we continue to
believe that our disclosures in the 2004 Form 10-K, as outlined in Note 1 (as it
relates to the restatement) and within Item 9 (as it relates to the material
weaknesses in internal controls over financial reporting in the areas of
accounting for income taxes and pension and other postretirement benefits) was
clear and provided the investor with the necessary information to understand the
errors and to describe how our results changed from what was originally reported
for the year ended December 31, 2003 to the restated results for that
period.  However, to facilitate the Staff’s understanding of the
reasons for the restatements as requested, the Company has included, as an
exhibit in Schedule I, a comprehensive discussion of each of the adjustments
recorded in the restatement process.

Schedule I includes a discussion
of all the adjustments that were recorded in the restatement of the full-year
2003 financial statements, the financial statements for each of the four
quarters within 2003 and the financial statements for the first three quarters
of 2004 (the restatement adjustments).  The restatement adjustments
comprise adjustments that fall into the three categories as outlined
above.

The Company notes that the
discussion of the accounting errors listed in Schedule I and the materiality
assessments provided under the first bullet of comment 2 (see Schedule J)
contain a significant number of adjustments.  As discussed above, these
adjustments include items beyond those that were identified during the
Company’s 2004 year-end closing process.  To provide clarity, through
the third quarter ended September 30, 2004, the Company had also identified
errors in earlier reporting periods that had been corrected as out of period
items in the period of identification based on materiality.  As a result,
based on its materiality assessment of these out of period accounting errors
that were known at the time the Company closed its books for each of the
quarterly and annual periods through the third quarter of 2004, the Company had
previously concluded that the impacts of these out of period accounting errors
were not individually or collectively material based on its quantitative and
qualitative assessments.  However, due to additional issues raised in the
2004 work on internal controls over financial reporting, 2004 year-end closing
process and audit process, it was necessary for the Company to update its
previous analyses to facilitate its conclusions as to whether or not its
previously reported financial statements now required restatement.

As a result   of that materiality assessment, the Company concluded that it was required to   restate the full-year 2003 financial statements, the financial statements for   each of the four quarters within 2003 and the financial statements for the   first three quarters of 2004.  This   conclusion was based

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upon the fact that the statements of
operations for the third and fourth quarters within 2003 and the second and
fourth quarters (the fourth quarter materiality assessment was relative to the
fourth quarter results the Company published in its Q4 2004 earnings release on
January 26, 2005) of 2004 were materially misstated.  These mate