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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)
ý	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2004
or
o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Period From to .

Commission File Number: 000-50661

POLAROID HOLDING COMPANY
(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		22-3856538 (I.R.S. employer identification number)
1265 Main Street Waltham, Massachusetts 02451 (Address of principal executive offices and zip code)
(781) 386-2000 (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes ý No o

As of March 7, 2005, the number of outstanding shares of the Registrant's Common Stock was 34,956,069. The information in this report gives effect to a 10-for-1 stock split that occurred on July 24, 2003.

In reliance on Rule 12b-21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Annual Report on Form 10-K does not include financial information of Primary PDC, Inc. for periods prior to January 1, 2002 as required by Form 10-K.

EXPLANATORY STATEMENT

This Amendment No. 1 on Form 10-K/A to Polaroid Holding Company's (the "Company") Annual Report on Form 10-K that was filed on March 16, 2005, for the year ended December 31, 2004, is being filed solely to amend Item 12. Security Ownership of Certain Beneficial Owners and Management on page 108 of the Company's Annual Report on Form 10-K by removing Primary PDC, Inc. as a beneficial holder of 5% or more of the Company's outstanding common stock. On March 25, 2005, Primary PDC, Inc. filed an amended Schedule 13D with the Securities and Exchange Commission disclosing a distribution it made on March 4, 2005. In that Schedule 13D, it reported holdings of approximately 2.0% of the Company's outstanding common stock.

Except as noted above, no other amendments to this Report are being made. This Amendment speaks as of the original filing date of our Annual Report on Form 10-K and has not been updated to reflect events occurring subsequent to the original filing date. For subsequent events, refer to the Company's subsequent periodic and current filings.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table contains certain information regarding the beneficial ownership of the Company's outstanding Common Stock as of March 10, 2005, by each person or entity who is known by the Company to own beneficially more than 5% of the Common Stock of the Company, each of the named executive officers of the Company, executive officers and each director of the Company; and all Directors and Executive Officers as a group. The table does not show the Common Stock beneficially owned by Petters pursuant to the Voting Agreement. The table does not include shares of the Company's Common Stock subject to options that are not currently exercisable or will not become exercisable within 60 days of March 10, 2005. Individuals have sole voting and investment power with regard to the stock unless otherwise indicated in the footnotes.

	Common Stock
Name	Shares Beneficially Owned	Percent of Class(1)
Directors and Named Executive Officers(2)
Jacques A. Nasser	1,061,010	3.0	%
Joseph E. Antonini	42,440	*
Charles F. Auster	75,000	*
Paolo Cantarella	42,440	*
Lee M. Gardner	16,667	*
James W. Koven	4,167	*
Rick A. Lazio	42,440	*
Joseph G. Michels	42,440	*
Stanley P. Roth(3)	72,095	*
William J. Cosgrove(4)	35,128	*
J. Michael Pocock	707,340	2.0	%
William L. Flaherty	442,090	1.3	%
Gianfranco Palma	170,730	*
Robert B. Gregerson	353,670	1.0	%
Ira H. Parker(5)	120,016	*
Mark H. Payne	176,830	*
All Directors and Executive Officers as a Group (16 persons)	3,362,062	9.6	%
Five Percent Owners
One Equity Partners LLC(1)(6) 320 Park Avenue New York, NY 10022	18,745,000	53.6	%
Petters Consumer Brands, LLC(7) 4400 Baker Road Minnetonka, MN 55343	3,980,703	11.4	%

*: Less than 1%
(1): Based on 34,956,069 shares of the Company's Common Stock outstanding on March 10, 2005.
(2): Each person is a party to the Amended and Restated Securities Holders Agreement described in Item 13. Certain Relationships and Related Transactions below.
(3): Includes 29,655 shares held by North American Capital Corp., PI Industries Profit Sharing Plan & Trust and Royal Pioneer Industries, Inc. 401(k) over which Mr. Roth has voting and investment power.

(4): Includes 2,437.5 shares issuable upon exercise of stock options that are exercisable by Mr. Cosgrove within 60 days of March 10, 2005. Excludes 7,312.5 shares issuable upon exercise of options that are not exercisable within 60 days after March 10, 2005.
(5): Includes 8,328 shares issuable upon exercise of stock options that are exercisable by Mr. Parker within 60 days of March 10, 2005. Excludes 24,984 shares issuable upon exercise of options that are not exercisable within 60 days after March 10, 2005.
(6): Includes 223,600 shares owned by OEP Co-Investors LLC, which was formed for the benefit of certain executive employees of Bank One and its affiliates. OEP Co-Investors LLC is an affiliate of, and indirectly controlled by, the same entity that controls One Equity Partners. One Equity Partners disclaims beneficial ownership of such shares. Excludes (i) 2,375,015 shares of Common Stock held by certain of the Company's officers and directors who are parties to the Amended and Restated Securities Holders Agreement, and (ii) 1,255,000 shares of Common Stock held by certain employees and affiliates of One Equity Partners. Including these shares, One Equity Partners would beneficially own 22,375,015, or 63.7% of the outstanding Common Stock; however, One Equity Partners disclaims beneficial ownership of such shares.
(7): Based upon a Form 3 filed with the Securities and Exchange Commission on March 10, 2005.

PART IV

Item 15. Exhibits and Financial Statement Schedules

The following are filed as part of this Report:

(1): The Financial Statements listed in the Table of Contents (see Item 8 of this Report).
(2): The Financial Statement Schedule listed in the Table of Contents to Financial Statements and Supplementary Data (see Item 8 of this Report).
(3): Exhibits

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and Polaroid Holding Company(1)
2.2		Amendment No. 1, dated as of March 9, 2005, to the Agreement and Plan of Merger dated as of January 7, 2005, by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and Polaroid Holding Company(6)
3.1		Restated Certificate of Incorporation of Polaroid Holding Company, dated as of February 6, 2004(2)
3.2		Amended and Restated Bylaws of Polaroid Holding Company as of May 21, 2003(2)
4.1		Article Fourth, Section A(2), Series A 8% Cumulative Compounding Preferred Stock in Restated Certificate of Incorporation(2)
4.2		Amended and Restated Registration Rights Agreement by and among Polaroid Holding Company, One Equity Partners, LLC and "Other Investors" dated as of February 5, 2003(2)
10.1	(a)	Management Agreement between One Equity Partners LLC and OEP Imaging Operating Corporation, dated as of July 31, 2002(2)
10.1	(b)*	Form of Restricted Stock Purchase Agreement by and among Polaroid Holding Company and The Management Investors(2)
10.1	(c)*	Polaroid Holding Company 2004 Stock Option Plan(2)
10.1	(d)*	Form of Polaroid Holding Company Bonus Agreement(2)
10.1	(e)	Amended and Restated Securities Holders Agreement dated as of February 5, 2003, by and among Polaroid Holding Company, One Equity Partners LLC and The Other Investors(2)
10.1	(f)	Amendment No. 1, dated as of January 7, 2005, to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company, One Equity Partners LLC and the Other Management Investors Named Therein dated as of February 5, 2003(3)
10.1	(g)*	Letter Agreement, dated July 23, 2004, between Polaroid Corporation and Ira H. Parker regarding a modification to an option grant award(7)
10.2		$100,000,000 Credit Agreement dated as of July 29, 2002 among OEP Imaging Corporation (to be renamed Polaroid Holding Company) as the Company, and OEP Imaging Operating Corporation (to be renamed Polaroid Corporation), Polaroid Contracting C.V., Polaroid (Europa) B.V., Polaroid Trading B.V., Polaroid Canada Inc., Polaroid GmbH, Polaroid (U.K.) Limited, Polaroid Far East Limited and Nippon Polaroid K. K. as Borrowers, and The Lenders and Issuers Party Hereto, and Citicorp USA, Inc. as Domestic Administrative Agent and Domestic Collateral Agent, and Bank of America, N.A. as Foreign Administrative Agent and Foreign Collateral Agent, and Citicorp USA, Inc. as Foreign Syndication Agent, and Bank of America, N.A. as Domestic Syndication Agent(2)
10.2	(a)	Fifth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, dated August 5, 2003(2)
10.2	(b)	Sixth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, dated November 14, 2003(2)
10.2	(c)	Seventh Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, effective September 24, 2004(4)
10.2	(d)	Eighth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, effective December 8, 2004(5)

10.3	(a)*	Employment Agreement, effective May 30, 2003, between Polaroid Holding Company and Polaroid Corporation and John Michael Pocock(2)
10.3	(b)*	Amendment dated August 7, 2003, to Employment Agreement dated May 30, 2003, by and among Polaroid Holding Company, Polaroid Corporation and John Michael Pocock(2)
10.3	(c)*	Employment Agreement, effective July 31, 2002, between Polaroid Corporation and William L. Flaherty(2)
10.3	(d)*	Employment Agreement, effective May 27, 2003, between Polaroid Corporation and Robert B. Gregerson(2)
10.3	(e)*	Employment Agreement, dated April 9, 2004, between Polaroid (Italia) S.p.A. and Gianfranco Palma(2)
10.3	(f)*	Temporary Assignment Agreement, effective April 2, 2002, between Polaroid (Italia) S.p.A. and Gianfranco Palma(2)
10.3	(g)*	Employment Agreement, effective February 23, 2004, between Polaroid Corporation and Ira H. Parker(2)
10.3	(h)*	Employment Agreement, dated May 6, 2003, between Polaroid Corporation and Mark H. Payne(2)
10.3	(i)*	Restated Enhanced Severance Agreement, dated December 20, 2005 and entered into by Polaroid Corporation with Robert B. Gregerson on January 3, 2005(7)
10.3	(j)*	Restated Enhanced Severance Agreement, dated December 20, 2005 and entered into by Polaroid Corporation with Ira H. Parker on January 3, 2005(7)
10.4	(a)	Escrow Agreement dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC, Polaroid Holding Company and Wells Fargo Bank, N.A.(1)
10.4	(b)	Escrow Agreement dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC, Polaroid Holding Company and Wells Fargo Bank, N.A.(1)
14		Code of Ethics and Business Conduct, effective September 1, 2003(2)
21		Subsidiaries of Registrant(7)
31.1		Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)

(1): Filed as an exhibit to the Company's Current Report on Form 8-K filed January 10, 2005 and incorporated herein by reference.
(2): Filed as an exhibit to the Company's Annual Report on Form 10-K filed April 14, 2004 and incorporated herein by reference.
(3): Filed as exhibit 99.1 to the Company's Current Report on Form 8-K filed January 12, 2005 and incorporated herein by reference.
(4): Filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed November 10, 2004 and incorporated herein by reference.
(5): Filed as exhibit 10 to the Company's Current Report on Form 8-K filed December 10, 2004 and incorporated herein by reference.
(6): Filed as an exhibit to the Company's Current Report on Form 8-K filed March 9, 2005 and incorporated herein by reference.
(7): Filed as an exhibit to the Company's Annual Report on Form 10-K filed March 16, 2005 and incorporated herein by reference.
*: Indicates a management contract or compensation plan or arrangement required to be filed pursuant to Item 15(b) of Form 10-K.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to the Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

		POLAROID HOLDING COMPANY
Date: March 29, 2005		By:	/s/ J. MICHAEL POCOCK J. Michael Pocock Chief Executive Officer and President (principal executive officer)

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Item 12. Security Ownership of Certain Beneficial Owners and Management

PART IV

Item 15. Exhibits and Financial Statement Schedules

POLAROID HOLDING CO 10-K/A