Brian L. Henry
Senior Counsel and Assistant Secretary
Phone: (423) 229-1295
FAX: (423) 229-4137

December 22, 2003

VIA E-MAIL ("rule-comments@sec.gov")


Mr. Jonathan Katz
U.S. Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549

RE:  Comments of Eastman Chemical Company to Proposed Amendments to Proxy Rules -- "Security Holder Director Nominations"
(Release No. 34-48626; File No. S7-19-03)

Dear Mr. Katz:

I write on behalf of Eastman Chemical Company to comment on the proposed rules to allow shareholder access to company proxy materials to nominate directors. Eastman Chemical is a Delaware corporation that is subject to the reporting requirements of the Securities Exchange Act of 1934 and has its common stock listed on the New York Stock Exchange. I and Theresa Lee, our Chief Legal Officer and Corporate Secretary, work closely with the Eastman Chemical Board of Directors, the Nominating and Corporate Governance Committee of the Board, and with other members of management in the areas of disclosure and corporate governance, including the matters covered by the proposed new rules concerning access to company proxy materials.

We commend and support the Commission's recent timely efforts to implement the Sarbanes-Oxley Act and its continuing efforts otherwise to clarify and enhance disclosure standards to strengthen investor confidence in public companies and U.S. capital markets. We believe that the Commission's recently adopted amendments to the proxy rules to require more robust disclosure of the nominating committee processes of public companies, as well as more specific disclosure of the processes by which security holders may communicate with directors of the companies in which they invest, are balanced disclosure-based changes that appropriately address the concerns raised in the Staff Report of the SEC's Division of Corporation Finance, "Review of the Proxy Process Regarding the Nomination and Election of Directors" (July 15, 2003). We do not, however, support the proposed rules concerning shareholder access to company proxy materials for their board nominees.

We oppose the proposal because:

In addition, we share the concerns and endorse the opinions expressed in the comment letters submitted by the American Society of Corporate Secretaries and the Business Roundtable.

Thank you for the opportunity to provide our views on the proposed new proxy rules concerning shareholder nominated board candidates. If you have any questions about our comments or would like additional information, please contact me at the above direct-dial telephone number or e-mail address.


/s/ Brian L. Henry

cc:  J. Brian Ferguson, Chairman and Chief Executive Officer
Richard A. Lorraine, Chief Financial Officer
Theresa K. Lee, Chief Legal Officer and Corporate Secretary