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                                                                   Exhibit 10.8


                                 PANAVISION INC.

                  FIRST AMENDED AND RESTATED STOCK OPTION PLAN

                                    ARTICLE I

                                     Purpose

            This First Amended and Restated Stock Option Plan (the "Plan") is
intended as an incentive and to encourage stock ownership by officers and
certain other key employees of Panavision Inc. (the "Company") in order to
increase their proprietary interest in the Company's success and to encourage
them to remain in the employ of the Company.

            The term "Company," when used in the Plan with reference to
eligibility and employment, shall include the Company, its subsidiaries, and
Panavision International L.P. ("PILP"). The word "subsidiary," when used in the
Plan, shall mean any subsidiary of the Company within the meaning of Section
424(f) of the Internal Revenue Code of 1986, as amended (the "Code").

            It is intended that certain options granted under this Plan will
qualify as "incentive stock options" under Section 422 of the Code.

                                   ARTICLE II

                                 Administration

            The Plan shall be administered by a Stock Option Committee (the
"Committee") appointed by the Board of Directors of the Company (the "Board")
and shall consist of not less than two members. Subject to the provisions of the
Plan, the Committee shall have sole authority, in its absolute discretion: (a)
to determine which of the eligible employees of the Company shall be granted
options; (b) to authorize the granting of both incentive stock options and
nonqualified options; (c) to determine the times when options shall be granted
and the number of shares to be optioned; (d) to determine the option price of
the shares subject to each option, which price shall be not less than the
minimum specified in ARTICLE V; (e) to determine the time or times when each
option becomes exercisable, the duration of the exercise period and any other
restrictions on the exercise of options issued hereunder; (f) to prescribe the
form or forms of the option agreements under the Plan (which forms shall be
consistent with the terms of the Plan but need not be identical); (g) to adopt,
amend and rescind such rules and regulations as, in its opinion, may be
advisable in the
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administration of the Plan; and (h) to construe and interpret the Plan, the
rules and regulations and the option agreements under the Plan and to make all
other determinations deemed necessary or advisable for the administration of the
Plan. All decisions, determinations and interpretations of the Committee shall
be final and binding on all optionees.

                                   ARTICLE III

                                      Stock

            The stock to be purchased under the Plan shall be shares of
authorized but unissued common stock of the Company, par value $0.01 per share,
or previously issued shares of common stock reacquired by the Company (the
"Stock"). Under the Plan, the total number of shares of Stock which may be
purchased pursuant to options granted hereunder shall not exceed 3,000,000, and
the maximum number of shares for which options may be granted to any single
optionee during any calendar year shall not exceed 500,000. Such numbers of
shares shall be adjusted in accordance with the provisions of ARTICLE X hereof.

            The number of shares of Stock available for grant of options under
the Plan shall be decreased by the sum of the number of shares with respect to
which options have been issued and are then outstanding and the number of shares
issued upon exercise of options. In the event that any outstanding option under
the Plan for any reason expires, is terminated or is cancelled prior to the end
of the period during which options may be granted, the shares of Stock called
for by the unexercised portion of such option may again be subject to an option
under the Plan.

                                   ARTICLE IV

                          Eligibility of Participants

            Subject to ARTICLE VII, officers and other key employees of the
Company, its subsidiaries and PILP shall be eligible to receive options under
the Plan, provided that incentive stock options may be granted only to employees
of the Company and its subsidiaries. In addition, options which are not
incentive stock options may be granted to directors, consultants or other key
persons who the Committee determines shall receive options under the Plan.


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                                    ARTICLE V

                              Option Exercise Price

            Subject to ARTICLE VII, the exercise price of options granted under
the Plan shall be not less than the fair market value of the Stock at the time
the option was granted. The fair market value shall be deemed for all purposes
of the Plan to be the last sale price reported as having occurred on any
exchange on which the Company's Common Stock may be listed and traded on the
date prior to the date the option is granted, or, if there is no such sale on
that date, then on the last preceding date on which such a sale was reported. If
the Company's Common Stock is not listed on any exchange but the Common Stock is
quoted in the National Market System of the National Association of Securities
Dealers Automated Quotation System on a last sale basis then the fair market
value of the Stock shall be deemed to be the average between the high bid price
and low ask price reported on the date prior to the date the option is granted,
or, if there is no such sale on that date, then on the last preceding date on
which a sale was reported. If the Common Stock is not quoted in the National
Market System of the National Association of Securities Dealers Automated
Quotation System on a last sale basis, then the fair market value of the Stock
shall mean the amount determined by the Committee to be the fair market value
based upon a good faith attempt to value the Stock accurately and computed in
accordance with applicable regulations of the Internal Revenue Service.

                                   ARTICLE VI

                         Exercise and Terms of Options

            Subject to this ARTICLE VI, the Committee shall determine the dates
after which options may be exercised, in whole or in part. If an option is
exercisable in installments, installments or portions thereof which are
exercisable and not exercised shall remain exercisable.

            Any other provision of the Plan to the contrary notwithstanding, but
subject to ARTICLE VII in the case of incentive stock options, no option shall
be exercised after the date ten years from the date of grant of such option (the
"Termination Date"). Unless otherwise determined by the Committee, the following
provisions shall apply upon an optionee's termination of employment prior to the
Termination Date:

            (i) If prior to the Termination Date, an optionee shall cease to be
      employed by the Company by reason of a disability, as defined in Section
      22(e)(3)


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      of the Code, the option shall remain exercisable until the earlier of the
      Termination Date or one year after the date of cessation of employment, to
      the extent the option was exercisable at the time of cessation of
      employment.

            (ii) In the event of the death of an optionee prior to the
      Termination Date and while employed by the Company, or while entitled to
      exercise an option pursuant to the preceding paragraph or the subsequent
      paragraph, the option shall remain exercisable until the earlier of the
      Termination Date or one year after the date of death, by the person or
      person to whom the optionee's rights under the option pass by will or the
      applicable laws of descent and distribution, to the extent the option was
      exercisable on the date of death.

            (iii) If an optionee voluntarily terminates employment with the
      Company for reasons other than death or disability, or if an optionee's
      employment with the Company is terminated for Cause, the option shall
      remain exercisable until the earlier of the Termination Date or ten days
      after the date of such termination, to the extent the option was
      exercisable on the date of such termination.

            (iv) If the Company terminates an optionee's employment without
      Cause, as hereinafter defined, the option shall remain exercisable until
      the earlier of the Termination Date or three months after the date of such
      termination, to the extent the option was exercisable on the date of such
      termination.

            For purposes of the Plan, the Company shall have "Cause" to
terminate an optionee's employment if the Company has cause to terminate the
optionee's employment under any existing employment agreement between the
optionee and the Company or, in the absence of an employment agreement between
the optionee and the Company, in accordance with the definition of cause set
forth in the optionee's option agreement.

            The Committee may provide, in its discretion, that it shall be a
condition precedent to the exercise of an option that the optionee execute a
written stockholders' agreement in such form as may be designated by the
Committee.


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                                   ARTICLE VII

                         Special Provisions Applicable
                         to Incentive Stock Options Only

            To the extent the aggregate fair market value (determined as of the
time the option is granted) of the Stock with respect to which any options
granted hereunder which are intended to be incentive stock options may be
exercisable for the first time by the optionee in any calendar year (under this
Plan or any other stock option plan of the Company or any parent or subsidiary
thereof) exceeds $100,000, such options shall not be considered incentive stock
options.

            No incentive stock option may be granted to an individual who, at
the time the option is granted, owns directly, or indirectly within the meaning
of Section 424(d) of the Code, stock possessing more than 10 percent of the
total combined voting power of all classes of stock of the Company or of any
parent or subsidiary thereof, unless such option (i) has an option price of at
least 110 percent of the fair market value of the Stock on the date of the grant
of such option; and (ii) cannot be exercised more than five years after the date
it is granted.

            Each optionee who receives an incentive stock option must agree to
notify the Company in writing immediately after the optionee makes a
disqualifying disposition of any Stock acquired pursuant to the exercise of an
incentive stock option. A disqualifying disposition is any disposition
(including any sale) of such Stock before the later of (a) two years after the
date the optionee was granted the incentive stock option or (b) one year after
the date the optionee acquired Stock by exercising the incentive stock option.

                                  ARTICLE VIII

                               Payment for Shares

            Payment for shares of Stock purchased under an option granted
hereunder shall be made in full upon exercise of the option, by certified or
bank cashier's check payable to the order of the Company, by delivery of shares
of Stock which have been held by the optionee for at least six months of the
time of exercise, or by any other means specified by the Committee. The Stock
purchased shall thereupon be promptly delivered; provided, however, that the
Company may, in its discretion, require that an optionee pay to the Company, at
the time of exercise, such amount as the Company deems necessary to satisfy its
obligation to withhold Federal, state or local income or other taxes incurred by
reason of the exercise or the transfer of shares thereupon.


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                                   ARTICLE IX

                      Non-Transferability of Option Rights

            No option shall be transferable except by will or the laws of
descent and distribution. During the lifetime of the optionee, the option shall
be exercisable only by him.

                                    ARTICLE X

                 Adjustment for Recapitalization, Merger, etc.

            The aggregate number of shares of Stock which may be purchased
pursuant to options granted hereunder, the maximum number of shares for which
options may be granted to any single optionee during any calendar year, the
number of shares of Stock covered by each outstanding option and the price per
share thereof in each such option shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of stock resulting from
a stock split or other subdivision or consolidation of shares of Stock or for
other capital adjustments or payments of stock dividends or distributions or
other increases or decreases in the outstanding shares of Stock without receipt
of consideration by the Company. Any adjustment shall be conclusively determined
by the Committee.

            In the event of any change in the outstanding shares of Stock by
reason of any recapitalization, merger, consolidation, spin-off, combination or
exchange of shares or other corporate change, or any distributions to common
shareholders other than ordinary cash dividends, the Committee shall make such
substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of shares of Stock or other securities issued or reserved for
issuance pursuant to the Plan, the maximum number of shares for which options
may be granted to any single optionee during any calendar year, and the number
or kind of shares of Stock or other securities covered by outstanding options,
and the option price thereof. In instances where another corporation or other
business entity is being acquired by the Company, and the Company has assumed
outstanding employee option grants and/or the obligation to make future or
potential grants under a prior existing plan of the acquired entity, similar
adjustments are permitted at the discretion of the Committee. The Committee
shall notify optionees of any intended sale of all or substantially all of the
Company's assets within a reasonable time prior to such sale.

            The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined by the Committee in its sole
discretion. Any such adjustment may


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provide for the elimination of any fractional share which might otherwise become
subject to an option.

                                   ARTICLE XI

                        No Obligation to Exercise Option

            Granting of an option shall impose no obligation on the recipient to
exercise such option.

                                   ARTICLE XII

                                Use of Proceeds

            The proceeds received from the sale of Stock pursuant to the Plan
shall be used for general corporate purposes.

                                  ARTICLE XIII

                            Rights as a Stockholder

            An optionee shall have no rights as a stockholder with respect to
any share covered by his or her option until such optionee shall have become the
holder of record of such share, and shall not be entitled to any dividends or
distributions or other rights in respect of such share for which the record date
is prior to the date on which he or she shall have become the holder of record
thereof.

            Notwithstanding anything herein to the contrary, the Committee, in
its sole discretion, may restrict the transferability of all or any number of
shares issued under the Plan upon the exercise of an option by legending the
stock certificate as it deems appropriate.

                                   ARTICLE XIV

                               Employment Rights

            Nothing in the Plan or in any option granted hereunder shall confer
on any optionee any right to continue in the employ of the Company, or to
interfere in any way with the right of the Company to terminate the optionee's
employment at any time.


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                                   ARTICLE XV

                             Compliance with the Law

            The Company is relieved from any liability for the nonissuance or
non-transfer, or any delay in issuance or transfer, of any shares of Stock
subject to options under the Plan which results from the inability of the
Company to obtain, or from any delay in obtaining, from any regulatory body
having jurisdiction, all requisite authority to issue or transfer shares of
Stock of the Company if counsel for the Company deems such authority necessary
for the lawful issuance or transfer of any such shares. Appropriate legends may
be placed on the stock certificates evidencing shares issued upon exercise of
options to reflect such transfer restrictions.

            Each option granted under the Plan is subject to the requirement
that if at any time the Committee determines, in its discretion, that the
listing, registration or qualification of shares of Stock issuable upon exercise
of options is required by any securities exchange or under any state or Federal
law, or that the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with, the grant of
options or the issuance of shares of Stock, no options or shares of Stock shall
be issued, in whole or in part, unless such listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions or with such conditions as are acceptable to the Committee.

                                   ARTICLE XVI

                            Cancellation of Options

            The Committee, in its discretion, may, with the consent of an
optionee, cancel any outstanding option held by such optionee hereunder.

                                  ARTICLE XVII

                   Effective Date and Expiration Date of Plan

            The Plan, as amended and restated, is effective as of March 19,
1997, the date of adoption of the Plan by the Company's Board of Directors,
subject to approval by the stockholders of the Company in a manner which
complies with both Section 162(m)(4)(C)(ii) and Section 422(b)(1) of the Code
and the Treasury Regulations thereunder. The expiration date of the Plan, after
which no option may be granted hereunder, shall be March 19, 2007.


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                                  ARTICLE XVIII

                      Amendment or Discontinuance of Plan

            The Board may, without the consent of the Company's stockholders or
optionees under the Plan, at any time terminate the Plan entirely and at any
time or from time to time amend or modify the Plan, provided that no such action
shall adversely affect any option theretofore granted hereunder without the
optionee's consent, and provided further that no such action by the Board,
without approval of the stockholders, may increase the total number of shares of
Stock which may be purchased pursuant to options granted under the Plan, except
as contemplated in ARTICLE X.

                                   ARTICLE XIX

                             Repurchase of Options

            In granting options hereunder, the Committee may in its discretion,
and on terms it considers appropriate, include in an option agreement provisions
requiring an optionee, or the executors or administrators of an optionee's
estate, to sell back to the Company such options in the event such optionee's
employment with the Company is terminated.

                                   ARTICLE XX

                                 Miscellaneous

            (a) Options shall be evidenced by option agreements (which need not
be identical) in such forms as the Committee may from time to time approve. Such
agreements shall conform to the terms and conditions of the Plan and may provide
that the grant of any option under the Plan and Stock acquired pursuant to the
Plan shall also be subject to such other conditions (whether or not applicable
to the option or Stock received by any other optionee) as the Committee
determines appropriate, including, without limitation, provisions to assist the
optionee in financing the purchase of Stock through the exercise of options,
provisions for the forfeiture of, or restrictions on resale or other disposition
of, shares under the Plan, provisions giving the Company the right to repurchase
shares acquired under the Plan in the event the participant elects to dispose of
such shares, and provisions to comply with Federal and state securities laws and
Federal and state income tax withholding requirements.

            (b) If the Committee shall find that any person to whom any amount
is payable under the Plan is unable to


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care for his affairs because of illness or accident, or is a minor, or has died,
then any payment due to such person or his estate (unless a prior claim therefor
has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his spouse, child, or other relative, an
institution maintaining or having custody of such person, or any other person
deemed by the Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a complete discharge of
the liability of the Committee and the Company therefor.

            (c) No member of the Committee shall be personally liable by reason
of any contract or other instrument executed by such member or on his behalf in
his capacity as a member of the Committee nor for any mistake of judgment made
in good faith, and the Company shall indemnify and hold harmless each member of
the Committee and each other employee, officer or director of the Company to
whom any duty or power relating to the administration or interpretation of the
Plan may be allocated or delegated, against any cost or expense (including
counsel fees) or liability (including any sum paid in settlement of a claim)
arising out of any act or omission to act in connection with the Plan unless
arising out of such person's own fraud or bad faith; provided, however, that
approval of the Company's Board of Directors shall be required for the payment
of any amount in settlement of a claim against any such person. The foregoing
right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.

            (d) The Plan shall be governed by and construed in accordance with
the internal laws of the State of Delaware without reference to the principles
of conflicts of law thereof.

            (e) No provision of the Plan shall require the Company, for the
purpose of satisfying any obligations under the Plan, to purchase assets or
place any assets in a trust or other entity to which contributions are made or
otherwise to segregate any assets, nor shall the Company maintain separate bank
accounts, books, records or other evidence of the existence of a segregated or
separately maintained or administered fund for such purposes. Optionees shall
have no rights under the Plan other than as unsecured general creditors of the
Company, except that insofar as they may have become entitled to payment of
additional compensation by performance of services, they shall have the same
rights as other employees under general law.


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            (f) Each member of the Committee and each member of the Company's
Board of Directors shall be fully justified in relying, in acting or failing to
act, and shall not be liable for having so relied, acted or failed to act in
good faith, upon any report made by the independent public accountant of the
Company and upon any other information furnished in connection with the Plan by
any person or persons other than such member.

            (g) Except as otherwise specifically provided in the relevant plan
document, no payment under the Plan shall be taken into account in determining
any benefits under any pension, retirement, profit-sharing, group insurance or
other benefit plan of the Company.

            (h) The expenses of administering the Plan shall be borne by the
Company.

            (i) Masculine pronouns and other words of masculine gender shall
refer to both men and women.

                                   *   *   *

As adopted by the Board of Directors of
Panavision Inc. as of June 12, 1996

Amended and restated as of
March 19, 1997


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