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, 1996
                               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)

             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:              (617) 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


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.   [    ]

  Aggregate market value of voting stock held by non-affiliates
       as of March 7, 1997:   $1,916,161,960
                              --------------

Common Stock outstanding as of March 7, 1997:   44,822,502 shares
                                                -----------------

Documents incorporated by reference:
  Polaroid Corporation Annual Report to Stockholders
             for 1996   --  Parts I, II and IV

  Polaroid Corporation 1997 Proxy Statement,
             dated March 21, 1997  -- Part III


<PAGE>

                             Part I

Item 1. Business

General
-------
Polaroid Corporation, a Delaware corporation founded in 1937, and its
subsidiaries (the "Company") comprise a worldwide enterprise with
1996 sales of approximately $2.3 billion. The Company designs,
manufactures and markets a variety of products primarily in instant
image recording fields. The Company's products are used in amateur
and professional photography, industry, graphic arts, science,
medicine, government, and education.

Products
--------
The Company designs, manufactures and markets worldwide a variety of
products, including more than 50 different types of film and over 100
types of photographic equipment including cameras, camera backs, film
holders and specialized equipment designed for a broad range of
applications in photographic imaging. These include instant
photographic cameras and films, videotapes, conventional films, and
light polarizing filters and lenses. Major instant camera lines
consist of the Polaroid Spectra and OneStep cameras. Instant films
include both integral and peel-apart films.

In addition, the Company is expanding its role in the market for
digital imaging products. The Company's digital imaging products are
marketed worldwide through distributors and directly to customers
primarily for medical, graphic art and other business applications.
Digital imaging products also include products for consumer digital
imaging and desktop publishing.

Distribution
------------
Worldwide sales of imaging products are made by the Company to
photographic stores, retail, food, drug, discount and department
stores, wholesalers, original equipment manufacturers, independent
agents and distributors. The Company's distributors include unrelated
distributors and subsidiaries of the Company.

Competition
-----------
The worldwide market for imaging products is highly competitive in
price, quality, service and product performance. The Company has
competitors worldwide, ranging from large corporations to smaller and
more specialized companies.

Raw Materials and Supplies
--------------------------
Sufficient raw materials and supplies were available in 1996 to
maintain operations of all manufacturing plants.

Research, Engineering and Development
-------------------------------------
The Company continues to place emphasis on research, engineering  and
development. The amount expended for research, engineering and
development included in marketing, research, engineering and
administrative expenses was $116.3 million during 1996, compared with
$165.5 million in 1995 and $165.7 million in 1994.



                                -2-
<PAGE>



Patents and Trademarks
----------------------
The Company continued to obtain patents in 1996 and initiated a
process in 1996 of focusing attention on its substantial portfolio of
more than 1,500 active U.S. patents in order to create value through
licensing income. In the judgment of the Company, its patents are
important to its business. The Company also owns a number of valuable
trademarks, including "Polaroid", which are important to its
business.

Environmental Compliance
------------------------
Approximately 7% of the Company's capital spending in 1997 will be
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 the minimum
amount of the range.  The Company's aggregate reserve for these
liabilities as of December 31, 1996 was $4.0 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.

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.

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.



                                -3-
<PAGE>



Employees
---------
The Company had 10,046 and 11,662 employees at December 31, 1996 and
1995, respectively. These figures included approximately 50 worldwide
temporary employees in 1996 and approximately 160 in 1995. In
addition, the Company had non-employee temporary workers in the U.S.
of approximately 870 and 800 at December 31, 1996 and 1995,
respectively.

Information About Foreign and Domestic Operations and Significant
Customers
----------------------------------------------------------------
Please see note 13, "Business", on page 47 of the Polaroid
Corporation Annual Report to Stockholders for 1996 (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 1,020,000 square feet of space,
which includes space owned in fee (308,000 square feet) and leased
premises (712,000 square feet), under leases expiring between 1997
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.

  * 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.

Over 90% of the Company's other space in the United States is located
in Eastern Massachusetts (Waltham, Norwood, New Bedford, Needham,
Newton, Freetown 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:


                                    Approximate Space
  Location                            (Square Feet)
  ---------                        ------------------
  Waltham                               1,652,000
  Norwood                                 788,000
  New Bedford                             739,000
  Needham                                 548,000
  Newton                                  165,000
  Freetown                                137,000
  Bedford                                 125,000
                                        ----------
                                        4,154,000
                                        ==========

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.



                                -4-
<PAGE>



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:

                                      Approximate Space
   Location                            (Square Feet)
  ----------------                    ------------------
  The Netherlands                          518,000
  Scotland                                 390,000
  Mexico                                   255,000
                                         ----------
                                         1,163,000
                                         ==========

Approximately 92% 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 both China and Russia.

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 1996, manufacturing facilities operated at reasonable levels
of production capacity, with the exception of the Company's new
coating facility which was brought on line in 1994 and is operating
at low levels of production capacity. The Company is consolidating
its coating facilities, shifting capacity from some of its oldest to
its newer, more efficient facilities. 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. The facilities
are suitable for the production of the Company's products.

The Company does not anticipate any difficulty in renewing
outstanding leases or in finding satisfactory alternative premises.

Item 3. Legal Proceedings
Please 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 1996.




                                -5-
<PAGE>



                             Part II

Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
Please see the table entitled "Quarterly Financial Data" on page 49
of the Annual Report.

Item 6. Selected Financial Data
Please 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
Please see the section entitled "Management's Discussion and Analysis
of Operations" on pages 23 to 30, inclusive, of the Annual Report.

Item 8. Financial Statements and Supplementary Data
Please see the section entitled "Independent Auditors' Report" on
page 31, the sections entitled "Financial Statements" on pages 32 to
35, inclusive and "Notes to Consolidated Financial Statements" on
pages 36 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 - Please see the section entitled "Election of
     Directors" on pages 3 to 6, inclusive, of the Polaroid
     Corporation 1997 Proxy Statement (the "Proxy Statement").

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

Name              Office                                  Age
-------------------------------------------------------------------
Gary T. DiCamillo        Chairman of the Board
                             and Chief Executive Officer    46
Enrico I. Ancona         Executive Vice President           51
William J. O'Neill, Jr.  Executive Vice President
                             and Chief Financial Officer    54
Serafino Posa            Executive Vice President           42
Carole J. Uhrich         Executive Vice President           53
Robert M. Delahunt       Senior Vice President              62
Thomas M. Lemberg        Senior Vice President,
                            General Counsel and Secretary   50




                                -6-
<PAGE>



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.

Mr. Ancona joined the Company in 1994 as Executive Vice President.
Prior to joining the Company, he was employed at  Digital Equipment
Corporation from 1972 to 1994, the last eight years as Vice
President, Corporate Business Planning.

Mr. O'Neill joined the Company in 1969. He has served in various
capacities and was elected to his present position as Executive Vice
President and Chief Financial Officer in 1992.

Mr. Posa joined the Company in November 1996 as Executive Vice
President.  Prior to joining the Company, he was employed by Kraft
Foods North America, a division of Philip Morris Companies since
1990. 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.
He was Vice President for marketing at Kraft USA's grocery division
from 1992 to 1994 and at Kraft's retail cheese division from 1990 to
1992.

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.


c)   Compliance With Section 16(a) of the Securities Exchange Act of
     1934 - Form 3 Reporting Obligation - Please see the section
     entitled "Compliance with Section 16(a) of the Securities
     Exchange Act of 1934 - Form 3 Reporting Obligation" on page 24
     of the Proxy Statement.


Item 11. Executive Compensation
Please see the section entitled "Executive Compensation" on pages 18
to 25, inclusive, of the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and
Management
Please 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.




                                -7-
<PAGE>



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
                                                           Page No.
a) 1. Financial Statements

       Independent Auditors' Report                         31*
       Consolidated Statement of Earnings
          for the years ended
          December 31, 1996, 1995 and 1994                  32*
       Consolidated Balance Sheet
          as of December 31, 1996 and 1995                  33*
       Consolidated Statement of Cash Flows
          for the years ended
          December 31, 1996, 1995 and 1994                  34*
       Consolidated Statement of Changes in
          Common Stockholders' Equity for the years
          ended December 31, 1996, 1995 and 1994            35*
       Notes to Consolidated Financial Statements          36-48*
       Supplementary Financial Information (Unaudited)     48-51*

a) 2. Financial Statement Schedule

         Independent Auditors' Report                        15
         Schedule II - Valuation and Qualifying Accounts     16

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

   * 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)   Amendments to Polaroid Corporation Restated Certificate of
     Incorporation (Certificates of Designation of Series B
     Cumulative Convertible Preferred Stock and Series C Cumulative
     Convertible Pay-in-Kind Preferred Stock) as of January 30, 1989.
     (The Amendments to the Restated Certificate of Incorporation
     included as Exhibit 3.2(c) to Polaroid Corporation Form 10-K for
     the year ended December 31, 1988 as filed on March 31, 1989 are
     hereby incorporated herein by reference.)



                                -8-
<PAGE>



 3.1(d)   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(e)   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.)

 3.1(f)   Amendment to Polaroid Corporation Restated Certificate of
     Incorporation (Certificates of Elimination of Series B
     Cumulative Convertible Preferred Stock and Series C Cumulative
     Convertible Pay-In-Kind Preferred Stock) as of October 31, 1991.
     (The Amendment to the Restated Certificate of Incorporation
     included as Exhibit 3.2(f) 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.)



                                -9-
<PAGE>



 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 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.)

10.1      Stock Purchase Agreement dated July 12, 1988 between
     Polaroid Corporation and Boston Safe Deposit and Trust Company,
     as Trustee under the Polaroid Stock Equity Plan. (The Stock
     Purchase Agreement included as Exhibit 10(c) to Polaroid
     Corporation Form 8-K as filed on July 22, 1988 is hereby
     incorporated herein by reference.)



                                -10-
<PAGE>




10.2      Credit Agreement (Working Capital) dated as of August 24,
     1994 among Polaroid Corporation, Morgan Guaranty Trust Company
     of New York, as Agent, and Banks listed therein. (The Agreement
     included as Exhibit 10.2 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.)

10.3      Credit Agreement (ESOP Loan) as of June 30, 1992 among
     Polaroid Corporation, Morgan Guaranty Trust Company of New York,
     as Agent, and the Co-Agent and Banks named therein. (The
     Agreement included as Exhibit 10.3 to Polaroid Corporation Form
     10-K for the year ended December 31, 1992 as filed on March 23,
     1993 is hereby incorporated by reference.)

10.4      Amendment No. 1 dated as of December 18, 1992 to the Credit
     Agreement (ESOP Loan) dated as of June 30, 1992. (The Amendment
     included as Exhibit 10.4 to Polaroid Corporation Form 10-K for
     the year ended December 31, 1992 as filed on March 23, 1993 is
     hereby incorporated by reference.)

10.5      Amended and Restated Credit Agreement (ESOP Loan) dated as
     of November 29, 1994 among Polaroid Corporation, Morgan Guaranty
     Trust Company of New York, as Agent, ABN AMRO Bank N.V. as Co-
     Agent and Banks listed therein. (The Agreement included as
     Exhibit 10.5 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 Amendment and Waiver dated as of December 31, 1995 with respect
     to $150,000,000 Credit Agreement, dated as of August 24, 1994.
     (The Amendment included as Exhibit 10.6 to Polaroid Corporation
     Form 10-K for the year ended December 31, 1995 as filed on March
     21, 1996 is hereby incorporated by reference.)

10.7 Amendment and Waiver dated as of December 31, 1995 with respect
     to $130,022,336 Amended and Restated Credit Agreement, dated as
     of November 29, 1994. (The Amendment included as Exhibit 10.7 to
     Polaroid Corporation Form 10-K for the year ended December 31,
     1995 as filed on March 21, 1996 is hereby incorporated by
     reference.)

10.8*     Polaroid Incentive Plan For Executives, dated December 20,
     1996, effective January 1, 1996.

10.9      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.)

10.10     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.)



                                -11-
<PAGE>



10.11     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.)

10.12     The 1993 Polaroid Stock Incentive Plan, effective May 11,
     1993, as amended June 1, 1993. (The Plan included as Exhibit
     10.10 to Polaroid Corporation Form 10-K for the year ended
     December 31, 1993 as filed on March 30, 1994 is hereby
     incorporated herein by reference.)

10.13     Polaroid Board of Directors Stock Option Plan, as amended
     December 18, 1995. (The Plan included as Exhibit 10.13 to
     Polaroid Corporation Form 10-K for the year ended December 31,
     1995 as filed on March 21, 1996 is hereby incorporated by
     reference.)

10.14     Polaroid Board of Directors Retirement Plan, effective
     January 1, 1991 as amended June 13, 1991. (The Plan included as
     Exhibit 10.11 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.)

10.15     Deferred Compensation Plan Trust Agreement dated May 17,
     1995 between Polaroid Corporation and NationsBank. (The
     Agreement included as Exhibit 10.15 to Polaroid Corporation Form
     10-K for the year ended December 31, 1995 as filed on March 21,
     1996 is hereby incorporated by reference.)

10.16     Employment Agreement dated May 6, 1994 with Enrico I.
     Ancona. (The Agreement included as Exhibit 10.16 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.)

10.17     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.)

10.18     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.)

10.19     Severance and retirement agreement dated November 10, 1995
     between I. M. Booth and the Company. (The Agreement included as
     Exhibit 10.3 to Polaroid Corporation Form 8-K as filed on
     January 16, 1996 is hereby incorporated herein by reference.)

10.20     Severance and retirement agreement dated January 25, 1996
     between Joseph R. Oldfield and the Company. (The Agreement
     included as Exhibit 10.22 to Polaroid Corporation Form 10-K for
     the year ended December 31, 1995 as filed on March 21, 1996 is
     hereby incorporated by reference.)

11*       Computation of earnings per share.



                                -12-
<PAGE>



13*       Annual Report to Stockholders for 1996. (The Annual Report
     to Stockholders for 1996, 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.)

21*  Subsidiaries.

23*  Consent of KPMG Peat Marwick LLP.

27*  Financial Data Schedule.

____________________________
* Filed herewith.


 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 1996, the Company filed a Current
     Report on Form 8-K, dated December 11, 1996.



                                -13-
<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   /s/Gary T. DiCamillo
                             ---------------------
                           Gary T. DiCamillo
                           Chairman of the Board and
                              Chief Executive Officer
                           March 20, 1997

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.


/s/ GARY T. DICAMILLO       Chairman of the Board     March 20, 1997
----------------------      and Chief Executive Officer;
GARY T. DICAMILLO           Director

/s/ WILLIAM J. O'NEILL, JR. Executive Vice President  March 20, 1997
----------------------      and Chief Financial
WILLIAM J. O'NEILL, JR.     Officer

/s/ CARL L. LUEDERS         Vice President            March 20, 1997
----------------------      and Controller
CARL L. LUEDERS

/s/ RALPH E. GOMORY         Director                  March 20, 1997
---------------------------
RALPH E. GOMORY

/s/ FRANK S. JONES          Director                  March 20, 1997
---------------------------
FRANK S. JONES

/s/ JOHN W. LOOSE           Director                  March 20, 1997
---------------------------
JOHN W. LOOSE

/s/ ALBIN F. MOSCHNER       Director                  March 20, 1997
---------------------------
ALBIN F. MOSCHNER

/s/ HENRY NECARSULMER       Director                  March 20, 1997
---------------------------
HENRY NECARSULMER

/s/ KENNETH H. OLSEN        Director                  March 20, 1997
---------------------------
KENNETH H. OLSEN

/s/ RONALD F. OLSEN         Director                  March 20, 1997
---------------------------
RONALD F. OLSEN

/s/ LESTER POLLACK          Director                  March 20, 1997
---------------------------
LESTER POLLACK

/s/ CHARLES P. SLICHTER     Director                  March 20, 1997
---------------------------
CHARLES P. SLICHTER

/s/ RALPH Z. SORENSON       Director                  March 20, 1997
---------------------------
RALPH Z. SORENSON

/s/ DELBERT C. STALEY       Director                  March 20, 1997
---------------------------
DELBERT C. STALEY

/s/ BERNEE D.L. STROM       Director                  March 20, 1997
---------------------------
BERNEE D.L. STROM

/s/ ALFRED M. ZEIEN         Director                  March 20, 1997
---------------------------
ALFRED M. ZEIEN



                                -14-
<PAGE>



                  INDEPENDENT AUDITORS' REPORT


The Board of Directors and Stockholders
    POLAROID CORPORATION:

Under the date of January 28, 1997, we reported on the consolidated
balance sheet of Polaroid Corporation and subsidiary companies as of
December 31, 1996 and 1995, 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,
1996, as contained in the 1996 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 1996. 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.





                                            /s/ KPMG PEAT MARWICK LLP


Boston, Massachusetts
January 28, 1997



                                -15-
<PAGE>



Polaroid Corporation and Subsidiary Companies
Schedule II - Valuation and Qualifying Accounts
Years ended December 31, 1996, 1995 and 1994
(In millions)


                                 Additions
                             -----------------
Description      Balance     Charged   Charged   Deductions  Balance
                   at         to         to       Charged    End of
                 Beginning   Costs     Other         to      Period
                   of         and      Accounts  Reserves
                 Period     Expenses
--------------------------------------------------------------------
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
====================================================================
1994
Doubtful accounts  $15.7    $ 8.6      $ --      $ (7.5)      $16.8
Cash discounts       7.6       --       30.0      (29.9)        7.7
====================================================================





                               -16-