UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities ofExchange ~~Report (Date~~Act of ~~earliest event reported): January 12, 2005 (January 7, 2005)~~1934

Date of Report (Date of earliest event reported): March 1, 2005

POLAROID HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Delaware		000-50661		23-3856538
(State or other jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1265 Main Street, Waltham, Massachusetts 02451

(Address of principal executive offices) (Zip Code)

(781) 386-2000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events

On ~~January 7~~March 1, 2005, as ~~Polaroid~~contemplated ~~Holding~~by ~~Company (~~the ~~“Company”)~~Agreement and ~~One~~Plan ~~Equity~~of ~~Partners~~Merger ~~LLC~~dated ~~(“OEP”), an~~as ~~entity~~of ~~which~~January 7, ~~together with its affiliates~~ 2005, ~~controls~~by ~~approximately~~and ~~53%~~among ~~of the~~Petters ~~Company’s~~Group ~~common~~Worldwide, ~~stock~~LLC, ~~entered~~Petters ~~into~~Consumer ~~Amendment~~Brands, ~~No.~~LLC 1 (~~the~~ “~~Amendment~~Petters”) to ~~the Amended~~ and ~~Restated~~Polaroid ~~Securities~~Holding ~~Holders Agreement by and among the~~ Company~~, OEP~~ ~~and the Other Management Investors Named therein dated as of February 5, 2003~~ (the “~~Securities Holders Agreement~~Company”)~~. The~~, ~~Amendment~~Petters ~~provides~~deposited ~~for~~an ~~full vesting of all Incentive Securities (as~~additional ~~defined~~$175,000,000 ininto ~~the~~an ~~Securities~~escrow ~~Holders~~account ~~Agreement)~~ held by ~~employee~~Wells ~~investors immediately~~Fargo ~~prior~~Bank, toN.A. A ~~the~~copy ~~Effective Time~~ of the ~~merger~~press ~~contemplated~~release inissued by the ~~Agreement~~Company ~~and~~on ~~Plan~~March 1, of2005 ~~Merger~~concerning bythe ~~and~~deposit ~~among~~is ~~Petters~~filed ~~Group~~herewith ~~Worldwide, LLC, Petters~~as ~~Consumer~~exhibit ~~Brands,~~99.1 ~~LLC~~ and ~~the~~is ~~Company~~incorporated ~~dated~~herein ~~January~~by ~~7, 2005~~reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
99.1		~~Amendment~~Press ~~No.~~Release ~~1, dated as~~ of ~~January 7, 2004, 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 asMarch ~~of February 5~~1, ~~2003~~2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	POLAROID HOLDING COMPANY
Date: January 12, 2005	By:	/s/ William L. Flaherty
Date: March 1, 2005	By:	/s/ William L. Flaherty
		William L. Flaherty
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Amendment~~Press ~~No.~~Release ~~1, dated as~~ of ~~January 7, 2004, 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 asMarch ~~of February 5~~1, ~~2003~~2005.

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