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                                                                     EXHIBIT 3.5

                        CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                         SERIES C CUMULATIVE PAY-IN-KIND
                                 PREFERRED STOCK
                                       OF
                                 PANAVISION INC.


                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


          Panavision Inc., a Delaware corporation (the "Company"), hereby
certifies that the following resolutions were adopted by the Board of Directors
of the Company:

          RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Company (the "Board of Directors") by
the provisions of the Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), there is hereby created, out of
the 2,000,000 shares of Preferred Stock, par value $0.01 per share, of the
Company authorized in Section 5 of the Certificate of Incorporation (the
"Preferred Stock"), a series of the Preferred Stock consisting of 200,000
shares, which series shall have the following powers, designations, preferences
and relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to any powers,
designations, preferences and relative, participating, optional or other rights,
and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock):

Section 1. Designation of Amount.

          The shares of Preferred Stock created hereby shall be designated the
"Series C Cumulative Pay-In-Kind Preferred Stock" (the "Series C Preferred
Stock") and the authorized number of shares constituting such series shall be
200,000.

Section 2. Ranking; Term.

     (a) The Series C Preferred Stock shall, with respect to dividend rights and
rights to distributions upon the liquidation, winding-up or dissolution of the
Company, rank senior to all classes of common stock, par value $0.01 per share,
of
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the Company (the "Common Stock") and to each other class or series of capital
stock or other equity securities of the Company authorized, issued or otherwise
established; provided, however, that the holders of a majority of the
outstanding shares of Series C Preferred Stock, in accordance with the
provisions of Section 6(b) hereof, may approve the authorization, issuance or
establishment of a series of Preferred Stock the terms of which rank on a parity
with or senior to the Series C Preferred Stock as to dividends and distributions
upon the liquidation, winding-up or dissolution of the Company.

     (b) The Series C Preferred Stock shall be perpetual and may not be
redeemed, purchased, retired or otherwise acquired by the Company unless such
redemption, purchase, retirement or other acquisition by the Company is
expressly authorized herein and consummated in accordance with the provisions
specified herein.

Section 3.    Dividends.

     (a) The holders of the then outstanding shares of Series C Preferred Stock
will be entitled to receive out of funds of the Company legally available
therefore, cumulative dividends accruing on a daily basis from the Original
Issuance Date (as hereinafter defined) through and including the date on which
such dividends are paid at the annual rate of 10% (the "Applicable Rate") of the
Liquidation Preference (as hereinafter defined) per share of the Series C
Preferred Stock, payable on each March 31, June 30, September 30 and December
31, commencing on June 30, 2003 (each such date, a "Dividend Payment Date") and
calculated in accordance with Section 3(d); provided that: (i) if any such
Dividend Payment Date is not a Business Day then such dividend shall be payable
on the next Business Day, and (ii) accumulated and unpaid dividends for any
prior quarterly period may be paid at any time. Such dividends shall be
cumulative whether or not earned or declared and whether or not there are
profits, surplus or other funds of the Company legally available for the payment
of dividends. The term "Original Issuance Date" means March 27, 2003. The
dividends provided for in this Section 3(a) are hereinafter referred to as
"Dividends." Dividends shall be payable, at the option of the Company, either
(i) in cash, (ii) by issuance of additional shares of Series C Preferred Stock
(including fractional shares) having an aggregate Liquidation Preference equal
to the amount of the dividend to be paid, or (iii) any combination thereof. All
dividends paid with respect to shares of Series C Preferred Stock, whether in
cash or shares of Series C Preferred Stock, pursuant to this Section 3 shall be
made pro rata among the holders thereof based upon the aggregate accrued but
unpaid dividends on the shares held by each such holder. If and when any shares
are issued under this Section 3(a) for the payment of accrued dividends, such
shares shall be validly issued and outstanding and fully paid and nonassessable.
For all purposes hereunder, dividends
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on the Series C Preferred Stock shall be treated as if the same were paid on the
relevant Dividend Payment Date, whether or not the same were in fact so paid or
declared. In the case of shares of Series C Preferred Stock issued as a dividend
on shares of Series C Preferred Stock, dividends shall accrue and be cumulative
from the Dividend Payment Date in respect of which such shares were scheduled to
be paid pursuant to this Section 3(a) as a dividend.

     (b) Each fractional share of Series C Preferred Stock outstanding (or
treated as outstanding pursuant to Section 3(a) hereof) shall be entitled to a
ratably proportionate amount of all dividends accruing with respect to each
outstanding or due to be issued and outstanding share of Series C Preferred
Stock pursuant to Section 3(a) and all such dividends with respect to such
outstanding fractional shares shall be cumulative and shall accrue (whether or
not declared) and shall be payable in the same manner and at such times as
provided for in Section 3(a) with respect to dividends on each outstanding or
due to be issued and outstanding share of Series C Preferred Stock. Each
fractional share of Series C Preferred Stock outstanding shall also be entitled
to a ratably proportionate amount of any other distributions made with respect
to each outstanding or due to be issued and outstanding share of Series C
Preferred Stock, and all such distributions shall be payable in the same manner
and at the same time as distributions on each outstanding or due to be issued
and outstanding share of Series C Preferred Stock.

     (c) If full cumulative Dividends are not paid in full, or declared in full
and sums set apart in trust for the payment thereof, upon the shares of Series C
Preferred Stock and the shares of any other series of capital stock of the
Company ranking on a parity as to dividends with the Series C Preferred Stock
("Parity Dividend Stock"), all dividends declared upon shares of Series C
Preferred Stock and upon all Parity Dividend Stock shall be paid or declared pro
rata so that in all cases the amount of dividends paid or declared per share on
the Series C Preferred Stock and such Parity Dividend Stock shall bear to each
other the same ratio that unpaid accumulated dividends per share, including
dividends accrued or in arrears, if any, on the shares of Series C Preferred
Stock and such other shares of Parity Dividend Stock, bear to each other. Unless
and until full cumulative Dividends on the shares of Series C Preferred Stock in
respect of all past quarterly dividend periods have been paid, and the full
amount of Dividends on the shares of Series C Preferred Stock in respect of the
then current quarterly dividend period shall have been or are contemporaneously
provided for in full for the payment thereof at the next succeeding Dividend
Payment Date, (i) no dividends shall be paid or declared or set aside for
payment or other distribution upon the Common Stock of the Company or any other
capital stock of the Company ranking junior to the Series C Preferred Stock as
to dividends or as to distributions upon liquidation, dissolution or winding up
of the Company (other than in shares of, or warrants or rights to acquire,
solely


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capital stock of the Company ranking junior to the Series C Preferred Stock both
as to dividends and as to distributions upon liquidation, dissolution or winding
up of the Company ("Junior Stock")) and (ii) no shares of capital stock of the
Company ranking junior to or on a parity with the Series C Preferred Stock as to
dividends or as to distributions upon liquidation, dissolution or winding up of
the Company shall be redeemed, retired, purchased or otherwise acquired for any
consideration (or any payment made to or available for a sinking fund for the
redemption of any such shares) by the Company or any Subsidiary (except by
conversion into or exchange solely for shares of Junior Stock). For purposes
hereof, a "Subsidiary" shall mean any corporation, association, partnership,
limited liability company, joint venture or other business entity (i) at least
50% of the outstanding voting securities of which are at the time owned or
controlled, directly or indirectly, by the Company or (ii) with respect to which
the Company possesses, directly or indirectly, the power to direct or cause the
direction of the affairs or management of such person.

     (d) The amount of any Dividends per share of Series C Preferred Stock for
any full quarterly period shall be computed by multiplying the Applicable Rate
for such quarterly dividend period by the Liquidation Preference per share and
dividing the result by four. Dividends payable on the shares of Series C
Preferred Stock for any period less than a full quarterly dividend period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed for any period less than one month.

     (e) No dividend shall be paid or declared on any share of Common Stock,
unless full Dividends on the shares of Series C Preferred Stock in respect of
all past dividend periods have been paid, and sums representing the full amount
of Dividends on the shares of Series C Preferred Stock are declared in respect
of the then current quarterly dividend period and paid or shall have been or are
contemporaneously provided for in full for the payment thereof at the next
succeeding Dividend Payment Date. For purposes hereof, the term "dividends"
shall include any pro rata distribution by the Company, out of funds of the
Company legally available therefor, of cash, property, securities (including,
but not limited to, rights, warrants or options) or other property or assets to
the holders of the Common Stock, whether or not paid out of capital, surplus or
earnings.

Section 4.    Liquidation Preference.

          In the event of a liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary (a "Liquidation"), the holders of the
Series C Preferred Stock then outstanding shall be entitled to receive out of
the available assets of the Company, whether such assets are stated capital or
surplus of any nature, an amount in cash on such date equal to $1,000 per share
of Series C

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Preferred Stock (the "Liquidation Preference") plus an amount in cash in respect
of any accrued but unpaid Dividends as of such date. Such payment shall be made
before any payment shall be made or any assets distributed to the holders of any
class or series of the Common Stock or any other class or series of the
Company's capital stock ranking junior as to liquidation rights to the Series C
Preferred Stock. If upon any Liquidation the assets available for payment of the
Liquidation Preference are insufficient to permit the payment to the holders of
the Series C Preferred Stock of the full preferential amounts described in this
Section 4, then all the available assets shall be distributed among the holders
of the then outstanding shares of Series C Preferred Stock and the then
outstanding shares of capital stock ranking on a parity with the Series C
Preferred Stock as to distributions upon Liquidation, pro rata according to the
number of then outstanding shares of Series C Preferred Stock and then
outstanding shares of parity stock held by each holder thereof. A merger or
consolidation of the Company, or a sale of all or substantially all of its
assets, shall not constitute a Liquidation for purposes of this Section 4,
unless in connection with such merger or consolidation or sale of all or
substantially all of the Company's assets, the stockholders of the Company
specifically determine that such transaction be deemed a Liquidation.

Section 5.    Reorganization, Reclassification, Merger, Consolidation.

     (a) At any time while any shares of Series C Preferred Stock are
outstanding, the Company shall not (i) consolidate or merge with or into another
person or entity or (ii) sell, lease, assign, transfer, convey or otherwise
dispose of all or substantially all of its assets (each such transaction
described in clauses (i) and (ii) of this Section 5(a) is referred to herein as
a "Fundamental Transaction"); provided, however, that the Company may undertake
or effect a Fundamental Transaction if, in the case of a merger or
consolidation, the Company will be the surviving entity and the Series C
Preferred Stock will remain outstanding or, prior to the consummation of any
such Fundamental Transaction, the successor entity, in the case of a merger of
consolidation, resulting from such Fundamental Transaction or the transferee of
all or substantially all of the Company's assets, in the case of a Fundamental
Transaction which is an asset sale, shall assume by written instrument the
obligation to deliver to the holders of the Series C Preferred Stock upon
consummation of such Fundamental Transaction, in exchange for all outstanding
shares of Series C Preferred Stock, shares of stock, securities or other assets
having identical rights, powers, preferences and privileges as the Series C
Preferred Stock immediately prior to such Fundamental Transaction. The
provisions of this Section 5(a) shall similarly apply to successive
reorganizations, reclassifications, consolidations, or mergers.

     (b) Notwithstanding the provisions of Section 5(a) hereof, upon a Change of
Control (as hereinafter defined), each holder of the Series C Preferred Stock
shall
<PAGE>

have the right to require the Company to repurchase all or any part of such
holder's shares of Series C Preferred Stock at a repurchase price in cash equal
to the Liquidation Preference thereof plus an amount in cash in respect of any
accrued but unpaid Dividends as of the date of repurchase in accordance with the
terms contemplated in Section 5(c). The Company's obligation to redeem the
Series C Preferred Stock pursuant to this Section 5 shall become operative only
after the Company has first complied with (x) Section 4.08 of the Indenture,
dated as of February 11, 1998, with respect to the Company's 9 5/8% Senior
Subordinated Discount Notes Due 2006 and 9 5/8% Senior Subordinated Discount
Exchange Notes Due 2006 (such 9 5/8% Senior Subordinated Discount Notes Due 2006
and 9 5/8% Senior Subordinated Discount Exchange Notes Due 2006 are referred to
collectively as the "Notes"), including the purchase of any Notes tendered
pursuant thereto and (y) any applicable provisions of the Credit Agreement among
the Company, JPMorgan Chase Bank as Administrative Agent, and the lenders party
thereto, dated as of May 28, 1998 (as amended through the Original Issuance
Date).

     (c) Within 45 days following any Change of Control, the Company shall mail
a notice to each holder of Series C Preferred Stock stating:

          (i) that a Change of Control has occurred and that such holder has the
     right to require the Company to repurchase all or any part of such holder's
     shares of Series C Preferred Stock at a repurchase price in cash equal to
     Liquidation Preference thereof plus an amount in cash in respect of any
     accrued but unpaid Dividends as of the date of repurchase;

          (ii) the circumstances and relevant facts regarding such Change of
     Control;

          (iii) the repurchase date (which shall be no earlier than 30 days nor
     later than 60 days from the date such notice is mailed); and

          (iv) the instructions determined by the Company, consistent with this
     Section 5, that such holder must follow in order to have its shares of
     Series C Preferred Stock repurchased.

     (d) Holders of Series C Preferred Stock electing to have shares of Series C
Preferred Stock repurchased will be required to surrender such shares to the
Company at the address specified in the notice at least three Business Days
prior to the repurchase date. Holders will be entitled to withdraw their
election if the Company receives not later than three Business Days prior to the
repurchase date, a facsimile transmission or letter setting forth the name of
the holder, the number of
<PAGE>

shares of Series C Preferred Stock originally elected to be redeemed and a
statement that such holder is withdrawing his election to have such shares
purchased.

     (e) On the repurchase date, all shares of Series C Preferred Stock
repurchased by the Company under this Section 5 shall be delivered to the
Company for cancellation, and the Company shall pay the repurchase price to the
holders entitled thereto. Upon surrender of shares that are repurchased under
this Section 5 in part, the Company shall execute for the holder thereof (at the
Company's expense) a new stock certificate evidencing a number of shares of
Series C Preferred Stock equal to the number of shares of Series C Preferred
Stock surrendered less the number of shares of Series C Preferred Stock
repurchased.

     (f) The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of shares of Series C Preferred
Stock pursuant to this Section 5. To the extent that the provisions of any
securities laws or regulations conflict with provisions of this Section, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached this Section by virtue thereof.

     (g) Any shares of Series C Preferred Stock which shall at any time have
been redeemed, retired or repurchased pursuant to this Section 5 or otherwise
shall, after such redemption, retirement or repurchase have the status of
authorized but unissued shares of Preferred Stock, without designation as to
series, and shall not be reissued as Series C Preferred Stock.

     (h) "Change of Control" means the occurrence of any of the following events
on or after the Original Issuance Date:

          (i) any "Person" (as such term is used in Sections 13(d) and 14(d) of
     the Securities Exchange Act of 1934, as amended (the "Exchange Act")),
     other than one or more Permitted Holders (as hereinafter defined), is or
     becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act, except that a Person shall be deemed to have "beneficial
     ownership" of all shares that any such Person has the right to acquire,
     whether such right is exercisable immediately or only after the passage of
     time), directly or indirectly, of more than 35% of the total voting power
     of the Voting Stock of the Company; provided, however, that the Permitted
     Holders "beneficially own" (as so defined), directly or indirectly, in the
     aggregate a lesser percentage of the total voting power of the Voting Stock
     of the Company than such other Person and do not have the
<PAGE>

     right or ability by voting power, contract or otherwise to elect or
     designate for election a majority of the Board of Directors of the Company
     (for the purposes of this clause (i), such other Person shall be deemed to
     beneficially own any Voting Stock of a specified corporation held by a
     parent corporation, if such other Person "beneficially owns" (as so
     defined), directly or indirectly, more than 35% of the voting power of the
     Voting Stock of such parent corporation and the Permitted Holders
     "beneficially own" (as so defined), directly or indirectly, in the
     aggregate a lesser percentage of the voting power of the Voting Stock of
     such parent corporation and do not have the right or ability by voting
     power, contract or otherwise to elect or designate for election a majority
     of the Board of Directors of such parent corporation); or

          (ii) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of the
     Company (together with any new directors whose election by such Board of
     Directors or whose nomination for election by the shareholders of the
     Company was approved by a vote of 66-2/3% of the directors of the Company
     then still in office who were either directors at the beginning of such
     period or whose election or nomination for election was previously so
     approved) cease for any reason to constitute a majority of the Board of
     Directors of the Company then in office.

     (i) "Capital Stock" of any Person means any and all shares, interests
(including partnership interests), rights to purchase, warrants, options,
participations or other equivalents of or interests in (however designated)
equity of such Person, including any Preferred Stock (as hereinafter defined),
but excluding any debt securities convertible into or exchangeable for such
equity.

     (j) "Permitted Holders" means Ronald O. Perelman (or in the event of his
incompetence or death, his estate, heirs, executor, administrator, committee or
other personal representative (collectively, "heirs")) or any Person controlled,
directly or indirectly, by Ronald O. Perelman or his heirs.

     (k) "Preferred Stock," as applied to the Capital Stock of any Person,
means, solely for purposes of this Section 5, Capital Stock of any class or
classes (however designated) which is preferred as to the payment of dividends,
or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of Capital Stock of any
other class of such Person.
<PAGE>

(l) "Voting Stock" of a Person means all classes of Capital Stock or other
interests (including partnership interests) of such Person then outstanding and
normally entitled (without regard to the occurrence of any contingency) to vote
in the election of directors, managers or trustees thereof.

Section 6.    Voting Rights.

     (a) The holders of outstanding shares of the Series C Preferred Stock:

          (i) shall not be entitled to vote on any matters submitted to a vote
     of the holders of the Company's capital stock on any matters except as
     expressly provided herein or as required by applicable law; and

          (ii) shall be entitled to receive notice of any meeting of the
     stockholders of the Company in accordance with the Certificate of
     Incorporation and By-laws of the Company.

     (b) So long as any shares of Series C Preferred Stock remain outstanding,
the Company shall not, without the written consent or affirmative vote of the
holders of at least a majority of the outstanding shares of Series C Preferred
Stock voting separately as one class, (i) amend, alter or repeal, whether by
merger, consolidation, combination, reclassification or otherwise, the
Certificate of Incorporation or By-laws of the Company or any provisions thereof
(including the adoption of a new provision thereof) if such amendment,
alteration or repeal would adversely alter or change the rights, preferences or
privileges of the Series C Preferred Stock, (ii) create, authorize or issue any
class, series or shares of Preferred Stock or any other class or series of
capital stock or other equity securities of the Company ranking either as to
payment of dividends or distribution of assets upon Liquidation (x) prior to the
Series C Preferred Stock or (y) on a parity with the Series C Preferred Stock,
or (iii) undertake any action (x) the valid consummation of which would require
the approval of the Company's stockholders pursuant to the Company's Certificate
of Incorporation or Bylaws or as required by applicable law and (y) the direct
or indirect result of which would adversely affect or change the rights,
preferences or privileges of the Series C Preferred Stock. The vote of the
holders of at least two-thirds of the outstanding shares of Series C Preferred
Stock, voting separately as one class, shall be necessary to adopt any
alteration, amendment or repeal of this Section 6, in addition to any other vote
of stockholders required by law.


<PAGE>


                                                                     EXHIBIT 3.5

          IN WITNESS WHEREOF, the Company has caused this Certificate of
     Designations to be signed by this 27th day of March, 2003.



                                       By: /s/ Bobby Jenkins
                                          -------------------------------------
                                       Name:  Bobby Jenkins
                                       Title: Executive Vice President and
                                              Chief Financial Officer