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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(Print or Type Responses)

1. Name and Address of Reporting Person * ROGERS JAMES P   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) Chairman of the Board and CEO (Last) (First) (Middle) 200 SOUTH WILCOX 3. Date of Earliest Transaction (Month/Day/Year) 02/17/2012 (Street) KINGSPORT, TN 37660 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) Code V Amount (A) or (D) Price Common Stock 02/17/2012   A   60,600 (1) A $ 0 227,336 (2) D   Common Stock 02/17/2012   F   20,263 (3) D $ 54.61 207,073 D   Common Stock               12,478 (4) I By GRAT Common Stock               2,067 (5) I By ESOP Common Stock               14,432 (6) I By 401(k)

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ROGERS JAMES P 200 SOUTH WILCOX KINGSPORT, TN 37660			Chairman of the Board and CEO

Signatures

Brian L. Henry, by Power of Attorney		02/22/2012
**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)	Payout under performance shares awarded at beginning of three-year (2009-2011) performance period.
(2)	Includes 83,368 shares acquired in the October 3, 2011 2-for-1 stock split by dividend of the common stock, resulting in the reporting person's ownership of shares of common stock doubling.
(3)	Shares of common stock withheld in payment of tax liability incident to payout under performance shares.
(4)	Includes 6,239 shares acquired in the October 3, 2011 2-for-1 stock split by dividend of the common stock, resulting in the reporting person's ownership of shares of common stock doubling.
(5)	Includes 1,039 shares acquired in the October 3, 2011 2-for-1 stock split by dividend of the common stock, resulting in the reporting person's ownership of shares of common stock doubling.
(6)	Includes 7,755 shares acquired since February 18, 2011 in the October 3, 2011 2-for-1 stock split by dividend of the common stock, resulting in the reporting person's ownership of shares of common stock doubling, and from company and employee payroll contributions and automatic reinvestment of dividends.

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