Edgar Filing: LEE THERESA K

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEE THERESA K

2. Issuer Name and Ticker or Trading Symbol
EASTMAN CHEMICAL CO [EMN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, CLO and Corp Secretary

(Last)

(First)

(Middle)

EASTMAN CHEMICAL COMPANY, 100 N. EASTMAN ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2005

(Street)

KINGSPORT, TN 37660-5075

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/11/2005		M		1,100	A	$ 53	12,179	D
Common Stock	05/11/2005		S		1,100	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		8,700	A	$ 42.125	19,779	D
Common Stock	05/11/2005		S		8,700	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		850	A	$ 56.875	11,929	D
Common Stock	05/11/2005		S		850	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		1,700	A	$ 45.8125	12,779	D
Common Stock	05/11/2005		S		1,700	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		6,200	A	$ 46.0625	17,279	D
Common Stock	05/11/2005		S		6,200	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		8,800	A	$ 49.22	19,879	D
Common Stock	05/11/2005		S		8,800	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		2,250	A	$ 43.66	13,329	D
Common Stock	05/11/2005		S		2,250	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		15,603	A	$ 29.9	26,682	D
Common Stock	05/11/2005		S		15,603	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		2,300	A	$ 50.11	13,379	D
Common Stock	05/11/2005		S		2,300	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock	05/11/2005		M		693	A	$ 44.2	11,772	D
Common Stock	05/11/2005		S		693	D	$ 58.9234 ⁽¹⁾	11,079	D
Common Stock								737	I	ESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 53

05/11/2005

1,100

08/01/1998

07/31/2006

Common Stock

1,100

$ 0

Employee Stock Option (right to buy)

$ 42.125

05/11/2005

8,700

10/19/2001

10/18/2009

Common Stock

8,700

$ 0

Employee Stock Option (right to buy)

$ 56.875

05/11/2005

850

08/06/2000

08/05/2008

Common Stock

850

$ 0

Employee Stock Option (right to buy)

$ 45.8125

05/11/2005

1,700

02/16/2001

02/15/2009

Common Stock

1,700

$ 0

Employee Stock Option (right to buy)

$ 46.0625

05/11/2005

6,200

04/07/2002

04/06/2010

Common Stock

6,200

$ 0

Employee Stock Option (right to buy)

$ 49.22

05/11/2005

8,800

04/06/2003

04/05/2011

Common Stock

8,800

$ 0

Employee Stock Option (right to buy)

$ 43.66

05/11/2005

2,250

04/02/2005

04/01/2014

Common Stock

2,250

$ 0

4,500

Employee Stock Option (right to buy)

$ 29.9

05/11/2005

15,603

04/04/2005

04/03/2013

Common Stock

15,603

$ 0

Employee Stock Option (right to buy)

$ 50.11

05/11/2005

2,300

11/16/2004

04/03/2013

Common Stock

2,300

$ 0

Employee Stock Option (right to buy)

$ 44.2

05/11/2005

693

05/04/2004

04/03/2013

Common Stock

693

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEE THERESA K EASTMAN CHEMICAL COMPANY 100 N. EASTMAN ROAD KINGSPORT, TN 37660-5075			SVP, CLO and Corp Secretary

Signatures

Brian L. Henry, by Power of Attorney		05/13/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Average sales price for all shares disposed of in the reported transactions. The shares were sold in multiple brokers' transactions at prices per share ranging from $58.82 to $59.12.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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