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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

           (Mark One)
           [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the fiscal year ended December 31, 1997

                                      OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934

               For the transition period from ______ to ______

                          Commission File Number 1-4085

                              POLAROID CORPORATION
                              --------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                     <C>
                        Delaware                               04-1734655
                        --------                               ----------
            (State or other jurisdiction of                (I.R.S. Employer
             incorporation or organization)               Identification No.)


         549 Technology Square, Cambridge, Mass.                 02139
         ---------------------------------------              ----------
     (Address of principal executive offices)                 (Zip Code)


 Registrant's telephone number, including area code:       (781) 386-2000
                                                        ----------------------


Securities registered pursuant to Section 12(b) of the Act:

                                                       Name of each exchange on
                    Title of each class                    which registered
           ------------------------------------        ------------------------
           Common Stock, par value $1 per share         New York Stock Exchange
                                                        Pacific Stock Exchange

               Rights to Purchase Series A              New York Stock Exchange
         Participating Cumulative Preferred Stock       Pacific Stock Exchange
</TABLE>

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

     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, and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes   X     No
                                  -----      -----

     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 10-K or any amendment
to this Form 10-K.  [ ]

<TABLE>
<S>                                                                                  <C>
Aggregate market value of voting stock held by non-affiliates as of March 9, 1998:   $2.00 billion

Common Stock outstanding as of March 9, 1998:    44,430,639 shares

Documents incorporated by reference:
     Polaroid Corporation Annual Report to Stockholders for 1997 -- Parts I, II and IV
     Polaroid Corporation 1998 Proxy Statement, dated March 30, 1998 -- Part III
</TABLE>

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--------------------------------------------------------------------------------


<PAGE>


                                    Part I

Item 1. Business

General

Polaroid Corporation, a Delaware corporation founded in 1937, and its
subsidiaries (the "Company") generated worldwide sales in 1997 of approximately
$2.1 billion. The Company manufactures and markets a variety of products,
primarily in the imaging fields. The Company's products are used in consumer
and commercial markets around the world including professional photography,
graphic arts, scientific, medical, governmental, educational, insurance, real
estate and other business applications.

Products

The Company designs, develops, manufactures and markets worldwide a variety of
products in the imaging field and related industries. The Company manufactures
and sells over 50 film types and over 100 cameras and hardware accessories in
the instant film business. The Company also sells conventional film,
videotapes, digital solutions, sunglasses and polarized sheet products. Many of
these non-instant products are either designed, developed or manufactured by
others, but they are typically sold to third parties under the Polaroid brand
name.

Distribution

The Company sells its instant imaging products worldwide directly to
photographic, food, drug, discount and department stores. In addition, the
Company sells to wholesalers, original equipment manufacturers, independent
agents and distributors throughout the world. In the U.S., the Company's sales
force generates most sales. Outside the U.S., wholly owned sales subsidiaries
selling products to customers in their respective countries generate the bulk
of the Company's international revenues.

The Company sells other products, including digital imaging hardware and
accessories, frequently to wholesalers, distributors and agents who market
products within a specific industry sector.

During 1997, 1996 and 1995, sales to one customer, Wal-Mart Stores, Inc.,
amounted to 12.5%, 11.9% and 10.9%, respectively, of the Company's consolidated
net sales.

Competition

The Company competes in the worldwide imaging market with both instant and
non-instant products. This market is highly competitive in design, product
performance, quality, service and price. Both conventional silver halide and
digital imaging products from other manufacturers compete directly with the
Company in meeting customers' imaging needs.

The Company is the acknowledged world leader in instant photography and has a
widely recognized brand name and a global distribution network. As a key
element in the Company's strategy, it seeks to leverage its name, network and
technology - where possible - often by selling imaging and related products
through existing channels to current customers. In addition, as the broad field
of imaging evolves and grows the Company sees new opportunities with instant
and non-instant products. In many cases, however, these opportunities involve
selling to new customers through new channels and competing with larger
companies than the Company typically has in the past. While offering growth
opportunities, these situations also present additional risks. It is the
Company's strategy to utilize its strengths in technology and brand name,
distribution and industry knowledge where appropriate, and to share its risk
with other third party partners. This risk sharing often takes the form of
joint development, outsourcing manufacturing or sharing marketing costs.

Raw Materials and Supplies

Sufficient raw materials and supplies were available in 1997 to maintain
operations of all manufacturing plants. Although the Company utilizes silver in
its products, the usual variability in silver prices has not caused significant
earnings variability in recent years.

Research, Engineering and Development

The amount expended for research, engineering and development included in
marketing, research, engineering and administrative expenses in the Company's
consolidated statement of earnings (See the Polaroid Corporation Annual Report
to Stockholders for 1997 (the "Annual Report") was $122.8 million during 1997,
compared with $116.3 million and $165.5 million in 1996 and 1995, respectively.
Over the past two years, the Company has made considerable effort to train and
equip its technical organizations to develop and commercialize 20-40 new
products each year, emphasizing


                                       2
<PAGE>


the application of existing technology possessed by the Company. In addition,
the Company is actively seeking to exploit its intellectual property by
licensing its patents and pursuing joint development efforts with partners that
represent opportunities in new markets.

Patents and Trademarks

In the judgment of the Company, its patents are important to its business. In
1997, the Company continued to obtain patents and pursue efforts to license a
portion of its portfolio of over 1,500 active U.S. patents. In addition, the
Company also owns a number of valuable trademarks, including "Polaroid", which
are important to its business.

Environmental Compliance

Approximately 5% (approximately $8 million) of the Company's expected capital
spending in 1998 is planned for environmental compliance projects.

The Company, together with other parties, is currently designated a Potentially
Responsible Party ("PRP") by the United States Environmental Protection Agency
(the "EPA") and certain state agencies with respect to the response costs for
environmental remediation at several sites. The Company believes that its
potential liability with respect to any site and with respect to all sites in
the aggregate will not have a materially adverse effect on the financial
condition or operating results of the Company.

Due to a wide range of estimates with regard to response costs at those sites
and various other uncertainties, the Company cannot firmly establish its
ultimate liability concerning those sites. In each case in which the Company is
able to determine the likely exposure, such amount has been included in the
Company's reserve for environmental liabilities. Where a range of comparably
likely exposures exists, the Company has included in its reserve at least the
minimum amount of the range. The Company's aggregate reserve for these
liabilities as of December 31, 1997 was $2.0 million, the majority of which the
Company currently expects to be payable over the next two to three years. The
Company's analysis of data which underlies its establishment of this reserve is
undertaken on a quarterly basis. The reserve for such liability does not
provide for associated litigation costs, which, if any, are expected to be
inconsequential in comparison with the amount of the reserve. The Company will
continue to accrue in its reserve appropriate amounts from time to time as
circumstances warrant. This reserve does not take into account potential
recoveries from third parties.

Federal law provides that PRPs may be held jointly and severally liable for
response costs. Based on current estimates of those costs and after
consideration of the potential estimated liabilities of other PRPs with respect
to those sites and their respective estimated levels of financial
responsibility, the Company does not believe its potential liability will be
materially enlarged by the fact that liability is joint and several.

The Company reviews its recurring internal expenditures on environmental
matters, as well as capital expenditures related to environmental compliance,
on a monthly basis, and reviews its third-party expenditures on environmental
matters on a quarterly basis. The Company believes that these expenditures have
not had and will not have a materially adverse effect on the financial
condition or operating results of the Company.

Employees

The Company had 10,011 and 10,046 employees at December 31, 1997 and 1996,
respectively. These figures include approximately 80 worldwide temporary
employees in 1997 and approximately 50 in 1996. In addition, the Company had
non-employee temporary workers in the U.S. of approximately 550 and 870 at
December 31, 1997 and 1996, respectively.

Information About Foreign and Domestic Operations and Significant Customers

See note 13, "Business", on page 47 of the Annual Report.

Item 2. Properties

The Company's worldwide corporate headquarters is located in Cambridge,
Massachusetts, along with administrative offices, marketing, research and
engineering functions. The Cambridge properties consist of approximately
908,000 square feet of space, which includes space owned in fee (196,000 square
feet) and leased premises (712,000 square feet), under leases expiring between
1999 and 2003.* Approximately 62% of the Company's leased premises in
Cambridge, Massachusetts is related to a lease which expires in June 1999. The
Company intends to relocate administrative, marketing and some research and
engineering functions in these leased premises to sites in Massachusetts which
are currently owned or leased under long-term agreements by the Company. This
relocation is expected to require the conversion of approximately 150,000
square feet of manufacturing space to office space.


                                       3
<PAGE>


   *All lease expiration dates are at the end of the current term for leases
    not containing a renewal option and the end of the last renewal term for
    leases containing renewal options.

Also, during 1997, the Company transferred title to 112,000 square feet of
office and research and development space on six acres in Cambridge, Mass., to
a joint venture with Spaulding and Slye Development Co., which is developing
45,000 square feet for the Company's use as its worldwide corporate
headquarters. The joint venture intends to develop an additional 240,000 square
feet of office, research and development space with associated parking on the
site.

Over 90% of the Company's other space in the United States is located in
Eastern Massachusetts (Waltham, Norwood, New Bedford, Needham, Newton and
Bedford). These communities contain sites which house essentially all of the
Company's principal U.S. manufacturing facilities plus additional research and
engineering functions and warehousing operations. Following is a summary
description of such facilities:

<TABLE>
<CAPTION>
                     Approximate Space
Location               (Square Feet)
-----------------   ------------------
<S>                 <C>
    Waltham              1,652,000
    Norwood                788,000
    New Bedford            739,000
    Needham                467,000
    Newton                 165,000
    Bedford                125,000
                         ---------
                         3,936,000
                         =========
</TABLE>

Approximately 92% of these U.S. manufacturing and warehousing facilities and
the land they occupy are owned by the Company. The Newton and Bedford
facilities are 100% leased and 40,000 square feet of the Waltham site is leased
by the Company.

The Company also currently maintains a network of three marketing and
distribution centers (Chicago, Needham and Santa Ana) and seventeen regional
sales offices in other locations throughout the U.S.

Principal manufacturing facilities outside the U.S. are located in Enschede,
The Netherlands, Dumbarton, Scotland and Queretaro, Mexico. Following is a
summary description of such facilities:

<TABLE>
<CAPTION>
                         Approximate Space
Location                   (Square Feet)
---------------------   ------------------
<S>                     <C>
    The Netherlands            518,000
    Scotland                   390,000
    Mexico                     255,000
                             ---------
                             1,163,000
                             =========
</TABLE>

Over 90% of these facilities are owned by the Company. This space also houses
certain administrative and marketing activities. In addition, the Company
assembles cameras and printed circuit boards for cameras in China.

Marketing subsidiaries or sales offices are located in England, France,
Germany, Italy, Scotland, Spain, Russia and other European countries.
Additional marketing and distribution facilities are established in other
regions in Canada, Latin and South America (Brazil, Mexico and Puerto Rico) and
in numerous locations in the Asia Pacific region (Japan, Australia, Hong Kong,
China, Korea and Malaysia).

During 1997, manufacturing facilities operated at reasonable levels of
production capacity, with the exception of the Company's New Bedford coating
facility which was brought on line in 1994 and is operating at low levels of
production capacity. During 1997, this facility was written down to an
independently determined fair value of approximately $18 million. The Company
is considering several strategic options for future use of this facility,
including an outright sale.

The capacity of the Company's manufacturing facilities is sufficient to meet
current demand for the Company's products. All the Company's premises are in
good repair and its machinery and equipment are maintained in good operating
condition.

In February 1998, the Company sold its underutilized chemical manufacturing
facility in Freetown, Mass., which consisted of approximately 137,000 square
feet, to International Specialties Products., Inc. (ISP). Under the terms of


                                       4
<PAGE>


the agreement, the Company entered into a long-term supply agreement with ISP
to purchase certain specialty chemicals used to manufacture the Company's
instant film.

In January 1998, the Company sold an underutilized facility in Needham, Mass.,
which consisted of approximately 81,000 square feet.

Item 3. Legal Proceedings

See "Environmental Compliance" under Item 1. Business, above and note 14,
"Contingencies", on page 48 of the Annual Report.

Item 4. Submission of Matters to a Vote of Security Holders

None in the fourth quarter of 1997.


                                    Part II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

See the table entitled "Quarterly Financial Data" on page 49 of the Annual
Report.

Item 6. Selected Financial Data

See the table entitled "Ten Year Financial Summary" on pages 50 to 51,
inclusive, of the Annual Report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

See the section entitled "Management's Discussion and Analysis of Operations"
on pages 21 to 28, inclusive, of the Annual Report.

Item 7A. Quantitative and Qualitative Disclosure

Not applicable.

Item 8. Financial Statements and Supplementary Data

See the section entitled "Independent Auditors' Report" on page 29, the
sections entitled "Financial Statements" on pages 30 to 33, inclusive and
"Notes to Consolidated Financial Statements" on pages 34 to 48, inclusive, and
the section entitled "Supplementary Financial Information" on pages 48 to 51,
inclusive, of the Annual Report.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.


                                   Part III

Item 10. Directors and Executive Officers of the Registrant

a) Directors - See the section entitled "Election of Directors" on pages 3 to
   6, inclusive, of the Polaroid Corporation 1998 Proxy Statement (the "Proxy
   Statement").

b) Executive Officers of the Registrant - Listed below are the executive
   officers of the Company as of January 31, 1998. Officers are elected
   annually by the Board of Directors. No family relationship exists between
   any of the officers.


<TABLE>
<CAPTION>
Name                        Office                                                   Age
-------------------------   ------------------------------------------------------   ----
<S>                         <C>                                                      <C>
Gary T. DiCamillo           Chairman of the Board and Chief Executive Officer         47
William J. O'Neill, Jr.     Executive Vice President and Chief Financial Officer      55
Serafino Posa               Executive Vice President                                  43
Carole J. Uhrich            Executive Vice President                                  54
Robert M. Delahunt          Senior Vice President                                     63
Thomas M. Lemberg           Senior Vice President, General Counsel and Secretary      51
Joseph G. Parham            Senior Vice President of Human Resources                  48
</TABLE>

Mr. DiCamillo joined the Company in October 1995 and was appointed Chairman of
the Board and Chief Executive Officer in December 1995. Prior to joining the
Company, he was employed at Black & Decker Corporation. From 1993 to 1995, he
was Group Vice President of Black & Decker Corporation and President of its
Power Tools and Accessories business. From 1988 to 1993, he was President of
the North America Power Tools business at Black & Decker Corporation.


                                       5
<PAGE>


Mr. O'Neill joined the Company in 1969. He has served in various capacities. In
August 1997, Mr. O'Neill was named Executive Vice President and President of
Corporate Business Development, however, Mr. O'Neill will remain as Chief
Financial Officer until a successor is named.

Mr. Posa joined the Company in November 1996 as Executive Vice President. Prior
to joining the Company, from 1990 to 1996, he was employed by Kraft Foods North
America, a division of Philip Morris Companies. Prior to becoming Kraft's
Senior Vice President for business development in 1996, he was Executive Vice
President and General Manager of Kraft's All American Gourmet Co. unit from
1994 to 1996.

Ms. Uhrich joined the Company in 1966. She has served in various capacities and
was elected to her present position as Executive Vice President in March 1996.

Mr. Delahunt joined the Company in 1959. He has served in various capacities
and was elected to his present position as Senior Vice President in 1992.

Mr. Lemberg joined the Company as Senior Vice President, General Counsel and
Secretary in September 1996. Prior to joining the Company, he served as Vice
President, General Counsel and Secretary at Lotus Development Corporation from
1985 to 1996.

Mr. Parham joined the Company in 1973. He has served in various capacities and
was elected to his present position as Senior Vice President in January 1998.

c) Compliance With Section 16(a) of the Securities Exchange Act of 1934 - Form
   3 and 4 Reporting Obligation - See the section entitled "Compliance with
   Section 16(a) of the Securities Exchange Act of 1934 - Form 3 and 4
   Reporting Obligation" on page 16 of the Proxy Statement.

Item 11. Executive Compensation

See the section entitled "Executive Compensation" on pages 9 to 17, inclusive,
of the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management

See the section entitled "Beneficial Ownership of Shares" on pages 6 to 8,
inclusive and the section entitled "Election of Directors" on pages 3 to 6,
inclusive, of the Proxy Statement.

Item 13. Certain Relationships and Related Transactions

Please see the section entitled "Election of Directors" on pages 3 to 6,
inclusive, of the Proxy Statement.


                                    Part IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

a) 1. Financial Statements

                                                                     Page No.
                                                                    ---------

     Independent Auditors' Report                                        29*
     Consolidated Statement of Earnings
      for the years ended December 31, 1997, 1996 and 1995               30*
     Consolidated Balance Sheet as of December 31, 1997 and 1996         31*
     Consolidated Statement of Cash Flows
      for the years ended December 31, 1997, 1996 and 1995               32*
     Consolidated Statement of Changes in Common Stockholders'
      Equity for the years ended December 31, 1997, 1996 and 1995        33*
     Notes to Consolidated Financial Statements                       34-48*
     Supplementary Financial Information (Unaudited)                  48-51*

a) 2. Financial Statement Schedule

     Independent Auditors' Report                                        12
     Schedule II - Valuation and Qualifying Accounts                     13

All other schedules are omitted as they are either not required or not
applicable.


                                       6
<PAGE>


*Page references are to the Annual Report, which pages are incorporated herein
by reference. Except for such pages and other information in the Annual Report
specifically incorporated in this report by reference, the Annual Report is not
to be deemed filed as part of this report.

a) 3. Exhibits

3.1(a)       Restated Certificate of Incorporation of Polaroid Corporation as of
             August 20, 1973. (The Restated Certificate of Incorporation
             included as Exhibit 3.2(a) to Polaroid Corporation Form 10-K for
             the year ended December 31, 1988 as filed on March 31, 1989 is
             hereby incorporated herein by reference.)

3.1(b)       Amendments to the Restated Certificate of Incorporation of Polaroid
             Corporation as of May 12, 1987. (The Amendments to the Restated
             Certificate of Incorporation included as Exhibit 3.1 to Polaroid
             Corporation Form 10-Q for the quarter ended June 28, 1987 as filed
             on August 12, 1987 are hereby incorporated herein by reference.)

3.1(c)       Amendment to Polaroid Corporation Restated Certificate of
             Incorporation as of June 2, 1989. (The Amendment to the Restated
             Certificate of Incorporation included as Exhibit 3.1 to Polaroid
             Corporation Form 10-Q for the quarter ended July 2, 1989 as filed
             on August 13, 1989 is hereby incorporated herein by reference.)

3.1(d)       Amendment to Polaroid Corporation Restated Certificate of
             Incorporation (Certificate of Designation of Series D Cumulative
             Convertible Preferred Stock) as of October 31, 1991. (The Amendment
             to the Restated Certificate of Incorporation included as Exhibit
             3.2(e) to Polaroid Corporation Form 10-K for the year ended
             December 31, 1991 as filed on March 27, 1992 is hereby incorporated
             herein by reference.)

3.2          By-Laws of Polaroid Corporation amended and restated as of February
             1, 1994. (The By-Laws amended and restated included as Exhibit 3.1
             to Polaroid Corporation Form 10-K for the year ended December 31,
             1993 as filed on March 30, 1994 are hereby incorporated herein by
             reference.)

4.1          Rights Agreement dated as of September 9, 1986 between Polaroid
             Corporation and Morgan Shareholder Services Trust Company, as
             Rights Agent. (The Rights Agreement included as Exhibit 1 to
             Polaroid Corporation Form 8-A as filed on September 15, 1986 is
             hereby incorporated herein by reference.)

4.2          First Amendment dated as of August 16, 1988 to Rights Agreement
             dated as of September 9, 1986 between Polaroid Corporation and
             Morgan Shareholder Services Trust Company, as Rights Agent. (The
             First Amendment included as Exhibit 4 to Polaroid Corporation Form
             8 (Amendment No. 1 to Form 8-A filed on September 15, 1986) as
             filed on August 18, 1988 is hereby incorporated herein by
             reference.)

4.3          Second Amendment dated as of September 14, 1988 to Rights Agreement
             dated as of September 9, 1986 between Polaroid Corporation and
             Morgan Shareholder Services Trust Company, as Rights Agent. (The
             Second Amendment included as Exhibit 5 to Polaroid Corporation Form
             8 (Amendment No. 2 to the Form 8-A filed on September 15, 1986) as
             filed on September 15, 1988 is hereby incorporated herein by
             reference.)

4.4          Supplemental Rights Agreement and Third Amendment dated as of
             January 30, 1989 to Rights Agreement dated as of September 9, 1986
             between Polaroid Corporation and Morgan Shareholder Services Trust
             Company, as Rights Agent. (The Supplemental Rights Agreement and
             Third Amendment included as Exhibit 6 to Polaroid Corporation Form
             8 (Amendment No. 3 to the Form 8-A filed on September 15, 1986) as
             filed on January 30, 1989 is hereby incorporated herein by
             reference.)

4.5          Fourth Amendment dated as of February 21, 1989 to Rights Agreement
             dated as of September 9, 1986 between Polaroid Corporation and
             Morgan Shareholder Services Trust Company, as Rights Agent. (The
             Fourth Amendment included as Exhibit 7 to Polaroid Corporation Form
             8 (Amendment No. 4 to the Form 8-A filed on September 15, 1986) as
             filed on February 21, 1989 is hereby incorporated herein by
             reference.)

4.6          Supplemental Rights Agreement and Fifth Amendment dated as of
             October 7, 1991 to the Rights Agreement dated as of September 9,
             1986 between Polaroid Corporation and First Chicago Trust Company
             (as successor to Morgan Shareholder Services Trust Company), as
             Rights Agent. (The


                                       7
<PAGE>


             Supplemental Rights Agreement and Fifth Amendment included as
             Exhibit 8 to Polaroid Corporation Form 8 (Amendment No. 5 to the
             Form 8-A filed on September 15, 1986) as filed on October 21, 1991
             is hereby incorporated herein by reference.)

4.7          Sixth Amendment (previously designated as the Fifth Amendment)
             dated as of March 23, 1993 to the Rights Agreement dated as of
             September 9, 1986 between Polaroid Corporation and First Chicago
             Trust Company, as Rights Agent. (The Sixth Amendment (previously
             designated as the Fifth Amendment) included as Exhibit 9
             (previously designated as Exhibit 8) to Polaroid Corporation's Form
             8 (Amendment No. 6 (previously designated as Amendment No. 5) to
             the Form 8-A filed on September 15, 1986) as filed on July 2, 1993
             is hereby incorporated herein by reference.)

4.8          Amendment dated as of June 30, 1993 to the Fifth Amendment dated as
             of March 23, 1993 to the Rights Agreement dated as of September 9,
             1986 between Polaroid Corporation and First Chicago Trust Company,
             as Rights Agent. (The Amendment to the Sixth Amendment included as
             Exhibit 10 to Polaroid Corporation's Form 8 (Supplement to
             Amendment No. 5 and redesignation thereof as Amendment No. 6 to the
             Form 8-A filed on September 15, 1986) as filed on July 2, 1993 is
             hereby incorporated herein by reference.)

4.9          Indenture dated as of December 15, 1991 between Polaroid
             Corporation and The First National Bank of Boston, as Trustee,
             including form of Note. (The Indenture included as Exhibit 4.8 to
             Polaroid Corporation Form 10-K for the year ended December 31, 1991
             as filed on March 27, 1992 is hereby incorporated herein by
             reference.)

4.10         Indenture dated as of January 9, 1997 between Polaroid Corporation
             and State Street Bank and Trust Company, as Trustee, including form
             of Note. (The Indenture included as Exhibit 4 to Polaroid
             Corporation form 10-Q for the quarter ended March 30, 1997 as filed
             on May 13, 1997 is hereby incorporated herein by reference.)

10.1         Credit Agreement (Working Capital) dated as of March 19, 1997 among
             Polaroid Corporation, Morgan Guaranty Trust Company of New York, as
             Agent, and Banks listed therein. (The Agreement included as Exhibit
             10.1 to Polaroid Corporation Form 10-Q for the quarter ended March
             30, 1997 as filed on May 13, 1997 is hereby incorporated herein by
             reference.)

10.2         Amendment No. 1 dated as of May 30, 1997 to the $350,000,000 Credit
             Agreement, dated as of March 19, 1997 among Polaroid Corporation,
             Morgan Guaranty Trust Company of New York, as Agent, and Banks
             listed therein. (The Amendment included as Exhibit 10 to Polaroid
             Corporation Form 10-Q for the quarter ended June 29, 1997 as filed
             on August 13, 1997 is hereby incorporated herein by reference.)

10.3(*)      Amendment No. 2 and Waiver dated as of January 15, 1998 with
             respect to $350,000,000 Credit Agreement, dated as of March 19,
             1997.

10.4(**)     Polaroid Incentive Plan For Executives, dated December 20, 1996,
             effective January 1, 1996. (The Plan included as Exhibit 10.8 to
             Polaroid Corporation form 10-K for the year ended December 31, 1996
             as filed on March 31, 1997 is hereby incorporated herein by
             reference.)

10.5(**)     Polaroid Executive Equalization Retirement Plan, effective January
             1, 1984, as amended December 21, 1994. (The Plan included as
             Exhibit 10.8 to Polaroid Corporation Form 10-K for the year ended
             December 31, 1994 as filed on March 30, 1995 is hereby incorporated
             herein by reference.)

10.6(**)     Polaroid Officer's Compensation Exchange Plan, effective January 1,
             1994, as amended December 21, 1994. (The Plan included as Exhibit
             10.9 to Polaroid Corporation Form 10-K for the year ended December
             31, 1994 as filed on March 30, 1995 is hereby incorporated herein
             by reference.)

10.7(**)     Polaroid Stock Incentive Plan, effective January 1, 1992, as
             amended October 19, 1992. (The Plan included as Exhibit 10.10 to
             Polaroid Corporation Form 10-K for the year ended December 31, 1992
             as filed on March 23, 1993 is hereby incorporated by reference.)


                                       8
<PAGE>


10.8(**)     The 1993 Polaroid Stock Incentive Plan, effective March 19, 1997,
             as amended March 27, 1997. (The amendment included as Exhibit 10.4
             to Polaroid Corporation Form 10-Q for the quarter ended March 30,
             1997 as filed on May 13, 1997 is hereby incorporated herein by
             reference.)

10.9(**)     Polaroid Board of Directors Stock Plan, effective January 1, 1997.
             (The Plan included as Exhibit 10.2 to Polaroid Corporation Form
             10-Q for the quarter ended March 30, 1997 as filed on May 13, 1997
             is hereby incorporated herein by reference.)

10.10(**)    Polaroid Board of Directors Retirement Plan, effective January 1,
             1997 as restated and amended May 12, 1997. (The amendment included
             as Exhibit 10.3 to Polaroid Corporation Form 10-Q for the quarter
             ended March 30, 1997 as filed on March 13, 1997 is hereby
             incorporated herein by reference.)

10.11(**)    Polaroid Non-Qualified Deferred Compensation Trust dated as of
             March 31, 1997 between Polaroid Corporation and State Street Bank
             and Trust Company (The Trust included as Exhibit 10.6 to Polaroid
             Corporation Form 10-Q for the quarter ended March 30, 1997 as filed
             on May 13, 1997 is hereby incorporated herein by reference.)

10.12(**)    Executive Deferred Compensation Plan, dated May 12, 1997, effective
             January 1, 1997. (The Plan included as Exhibit 10.5 to Polaroid
             Form 10-Q for the quarter ended March 30, 1997 as filed on May 13,
             1997 is hereby incorporated herein by reference.)

10.13(**)    Employment Agreement dated October 20, 1995 between Gary T.
             DiCamillo and Polaroid Corporation. (The Agreement included as
             Exhibit 10.1 to Polaroid Corporation Form 8-K as filed on January
             16, 1996 is hereby incorporated herein by reference.)

10.14(**)    Amendment of Employment Agreement dated as of December 21, 1995
             between Gary T. DiCamillo and Polaroid Corporation. (The Amendment
             included as Exhibit 10.2 to Polaroid Corporation Form 8-K as filed
             on January 16, 1996 is hereby incorporated herein by reference.)

10.15(**)    Employment Agreement amended and restated as of May 12, 1997
             between Polaroid Corporation and Gary T. DiCamillo. (The amendment
             included as Exhibit 10.9 to Polaroid Corporation Form 10-Q for the
             quarter ended March 30, 1997 as filed on May 13, 1997 is hereby
             incorporated herein by reference.)

10.16(**)    Employment Agreement dated as of April 29, 1997 between Polaroid
             Corporation and Serafino Posa. (The Agreement included as Exhibit
             10.7 to Polaroid Corporation Form 10-Q for the quarter ended March
             30, 1997 as filed on May 13, 1997 is hereby incorporated herein by
             reference.)

10.17(**)    Employment Agreement dated as of May 12, 1997 between Polaroid
             Corporation and Thomas M. Lemberg. (The Agreement included as
             Exhibit 10.8 to Polaroid Corporation Form 10-Q for the quarter
             ended March 30, 1997 as filed on May 13, 1997 is hereby
             incorporated herein by reference.)

10.18(**)    Change in Control Severance Agreement dated as of April 25, 1997
             between Polaroid Corporation and William J. O'Neill, Jr. (The
             Agreement included as Exhibit 10.10 to Polaroid Corporation Form
             10-Q for the quarter ended March 30, 1997 as filed on May 13, 1997
             is hereby incorporated herein by reference.)

10.19(**)    Change in Control Severance Agreement dated as of April 25, 1997
             between Polaroid Corporation and Carole J. Uhrich. (The Agreement
             included as Exhibit 10.11 to Polaroid Corporation Form 10-Q for the
             quarter ended March 30, 1997 as filed on May 13, 1997 is hereby
             incorporated herein by reference.)

10.20(**)    Change in Control Severance Agreement dated as of April 25, 1997
             between Polaroid Corporation and Robert M. Delahunt (The Agreement
             included as Exhibit 10.12 to Polaroid Corporation Form 10-Q for the
             quarter ended March 30, 1997 as filed on May 13, 1997 is hereby
             incorporated herein by reference.)

10.21(*)(**) Change in Control Severance Agreement dated as of April 25, 1997
             between Polaroid Corporation and Joseph G. Parham, Jr.

11           Please see the section entitled "Earnings Per Common Share" in note
             1 on page 35, inclusive, of the Annual Report.

12(*)        Ratio of Earnings to Fixed Charges


                                       9
<PAGE>

13(*)     Annual Report to Stockholders for 1997. (The Annual Report to
          Stockholders for 1997, except for the portions thereof which are
          specifically incorporated by reference in this report on Form 10-K, is
          furnished for the information of the Securities and Exchange
          Commission and is not to be deemed "filed" as part of this report on
          Form 10-K.)

18(*)     Letter re change in accounting principles.

21(*)     Subsidiaries.

23(*)     Consent of KPMG Peat Marwick LLP.

27(*)     Financial Data Schedule.

27.1(*)   Restated Financial Data Schedule.

27.2(*)   Restated Financial Data Schedule.

---------

 (*) Filed herewith.
(**) Management contract or compensatory plan or arrangement required to be
     filed as an exhibit to Form 10-K pursuant to Item 14(c).

     Exhibits are not included in copies of this Form 10-K except those copies
     filed with the Securities and Exchange Commission. A copy of these exhibits
     will be furnished to stockholders upon written request.

b) Reports on Form 8-K

     During the fourth quarter of 1997, the Company filed a Current Report on
Form 8-K, dated December 17, 1997.


                                       10
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 CORPORATION
                                        (Registrant)

                                     BY GARY T. DICAMILLO
                                        ---------------------------------------
                                        GARY T. DICAMILLO, Chairman of the
                                           Board and Chief Executive Officer
                                        March 23, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<S>                                 <C>                                  <C>
GARY T. DICAMILLO                   Chairman of the Board and            March 23, 1998
-------------------------------     Chief Executive Officer; Director
GARY T. DICAMILLO


WILLIAM J. O'NEILL, JR.             Executive Vice President             March 23, 1998
-------------------------------     and Chief Financial Officer
WILLIAM J. O'NEILL, JR.


CARL L. LUEDERS                     Vice President and Controller        March 23, 1998
-------------------------------
CARL L. LUEDERS


RALPH E. GOMORY                     Director                             March 23, 1998
-------------------------------
RALPH E. GOMORY


FRANK S. JONES                      Director                             March 23, 1998
-------------------------------
FRANK S. JONES


STEPHEN P. KAUFMAN                  Director                             March 23, 1998
-------------------------------
STEPHEN P. KAUFMAN


JOHN W. LOOSE                       Director                             March 23, 1998
-------------------------------
JOHN W. LOOSE


ALBIN F. MOSCHNER                   Director                             March 23, 1998
-------------------------------
ALBIN F. MOSCHNER


KENNETH H. OLSEN                    Director                             March 23, 1998
-------------------------------
KENNETH H. OLSEN


RONALD F. OLSEN                     Director                             March 23, 1998
-------------------------------
RONALD F. OLSEN


RALPH Z. SORENSON                   Director                             March 23, 1998
-------------------------------
RALPH Z. SORENSON


DELBERT C. STALEY                   Director                             March 23, 1998
-------------------------------
DELBERT C. STALEY


BERNEE D.L. STROM                   Director                             March 23, 1998
-------------------------------
BERNEE D.L. STROM


ALFRED M. ZEIEN                     Director                             March 23, 1998
-------------------------------
ALFRED M. ZEIEN
</TABLE>


                                       11
<PAGE>


                         INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
 POLAROID CORPORATION:


Under the date of January 27, 1998, we reported on the consolidated balance
sheet of Polaroid Corporation and subsidiary companies as of December 31, 1997
and 1996, and the related consolidated statements of earnings, cash flows, and
changes in common stockholders' equity for each of the years in the three-year
period ended December 31, 1997, as contained in the 1997 annual report to
stockholders. These consolidated financial statements and our report thereon
are incorporated by reference in the annual report on Form 10-K for the year
1997. In connection with our audits of the aforementioned consolidated
financial statements, we also have audited the related financial statement
schedule as listed in Item 14(a)2 of this Report. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, in 1997, the
Company changed its method of accounting for depreciation.

                                              KPMG Peat Marwick LLP


Boston, Massachusetts
January 27, 1998


                                       12
<PAGE>


Polaroid Corporation and Subsidiary Companies
Schedule II - Valuation and Qualifying Accounts
Years ended December 31, 1997, 1996 and 1995
(In millions)


<TABLE>
<CAPTION>
                                              Additions
                                     ---------------------------
                        Balance at     Charged to     Charged to     Deductions    Balance at
                         Beginning      Costs and          Other     Charged to        End of
Description              of Period       Expenses       Accounts       Reserves        Period
-------------------   ------------   ------------   ------------   ------------   -----------
<S>                   <C>            <C>            <C>            <C>            <C>
1997
Doubtful accounts       $  15.3        $  6.2          $   --        $  (4.4)       $  17.1
Cash discounts              8.8            --             28.3         (28.6)           8.5
===================     =======        ======          =======       =======        =======
1996
Doubtful accounts       $  20.2        $  3.9          $   --        $  (8.8)       $  15.3
Cash discounts              7.8            --             31.9         (30.9)           8.8
===================     =======        ======          =======       =======        =======
1995
Doubtful accounts       $  16.8        $ 11.0          $   --        $  (7.6)       $  20.2
Cash discounts              7.7            --             28.0         (27.9)           7.8
===================     =======        ======          =======       =======        =======
</TABLE>


                                       13