Exhibit 5 to Form S-3

                                                     July 22, 1997

Eastman Kodak Company
343 State Street
Rochester, New York  14560

Gentlemen:

I am General Counsel and Senior Vice President of Eastman Kodak
Company, a New Jersey corporation ("Kodak").

With respect to the Registration Statement on Form S-3 (the
"Registration Statement") filed today by Kodak with the
Securities and Exchange Commission under the Securities Act of 
1933, as amended (the "Act"), relating to shares of Common Stock,
par value $2.50 per share (the "Common Stock") of Kodak that may
be offered for sale from time to time pursuant to the Eastman
Kodak Shares Program, I have examined and relied upon the
originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records, documents, certificates
and other instruments as in my judgment are necessary to enable
me to render the opinion set forth below.

Based on the foregoing, I am of the opinion that the shares of
Common Stock proposed to be offered for sale from time to time
pursuant to the Eastman Kodak Shares Program have been duly
authorized and issued and are fully paid and nonassessable under
the laws of the State of New Jersey.

I hereby consent to the filing of this opinion as an Exhibit to
the Registration Statement and to the reference to me under the
caption Legal Opinion in the Prospectus.

                                    Very truly yours,


                                    /s/ Gary P. Van Graafeiland
                                    ------------------------------
                                    GARY P. VAN GRAAFEILAND
                                    General Counsel and Senior Vice President