ITEM 1
Election of Directors

Kodak’s By-Laws require us to have at least nine directors but no more than 18. The number of directors is set by the Board and is currently 11. The Board is divided into three classes of directors with overlapping three-year terms. There are three Class II directors whose terms expire at the 2001 Annual Meeting.

Paul H. O’Neill, a Class II director, resigned from the Board effective December 31, 2000, in anticipation of his appointment as United States Secretary of the Treasury. John J. Phelan, Jr., a Class I director, is retiring from the Board effective May 9, 2001, in accordance with the Company’s retirement policy for directors.

Nominees for election as Class II directors are:

William W. Bradley

Alice F. Emerson

Hector de J. Ruiz

Laura D’Andrea Tyson

All the nominees agree to serve a three-year term. Information about them is provided beginning on page 12. Alice F. Emerson and Laura D’Andrea Tyson were previously elected by you. William W. Bradley and Hector de J. Ruiz are standing for election by you for the first time.

If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy. This new director will serve until the next Annual Meeting.

The Board of Directors recommends a vote FOR the election of directors.