The Annual Meeting of Shareholders of Eastman Kodak Company will be held on Wednesday,May 9,2001, at 10:00 AM,at the E.M.Pearson Theatre at Concordia University,312 North Hamline Avenue,St.Paul,MN 55104.There are three proposals to be voted on at the Meeting:

1. Election of four Class II directors for a term of three years:

   William W.Bradley

   
   

   Alice F.Emerson

   
   

   Hector de J.Ruiz

   
   

   Laura D’Andrea Tyson

   
   

2. Ratification of election of PricewaterhouseCoopers LLP as independent accountants
3. Amendment to 2000 Management Variable Compensation Plan

The Board of Directors recommends a vote FOR items 1-3

If you were a shareholder of record at the close of business on March 12, 2001, you are entitled to vote at the Annual Meeting.

If you have any questions about the Meeting, please contact:

Coordinator, Shareholder Services

Eastman Kodak Company

343 State Street

Rochester, New York 14650-0205

(716)724-5492

The E.M. Pearson Theatre is handicap accessible. If you require special assistance, call the Coordinator, Shareholder Services.

By Order of the Board of Directors

Joyce P. Haag
Secretary and Assistant General Counsel
Eastman Kodak Company
March 22, 2001