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                                                                     Exhibit 3.7

                        CERTIFICATE OF THE DESIGNATIONS,
                         POWERS, PREFERENCES AND RIGHTS
                                       OF
                        SERIES E NON-CUMULATIVE PERPETUAL
                          PARTICIPATING PREFERRED STOCK
                                       OF
                                 PANAVISION INC.

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

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

     RESOLVED, that pursuant to the authority expressly granted to and vested in
the Board of Directors of the Company (the "Board of Directors") by the
provisions of the Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation"), there is hereby created, out of
the 2,000,000 shares of Preferred Stock, par value $0.01 per share, of the
Company authorized in Section 5 of the Certificate of Incorporation (the
"Preferred Stock"), a series of the Preferred Stock consisting of 1,500,000
shares, which series shall have the following powers, designations, preferences
and relative, participating, optional or other rights, and the following
qualifications, limitations and restrictions (in addition to any powers,
designations, preferences and relative, participating, optional or other rights,
and any qualifications, limitations and restrictions, set forth in the
Certificate of Incorporation which are applicable to the Preferred Stock):

Section 1. Designation of Amount.

     The shares of Preferred Stock created hereby shall be designated the
"Series E Non-Cumulative Perpetual Participating Preferred Stock" (the "Series E
Preferred Stock") and the authorized number of shares constituting such series
shall be 1,500,000.

Section 2. Ranking; Term.

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


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rank on a parity with or senior to the Series E Preferred Stock as to dividends
and distributions upon the liquidation, winding-up or dissolution of the
Company.

     (b) The Series E Preferred Stock shall be perpetual and may not be
redeemed, purchased, retired or otherwise acquired by the Company unless such
redemption, purchase, retirement or other acquisition by the Company is
expressly authorized herein and consummated in accordance with the provisions
specified herein; provided, however, that the Company may, with the written
consent of a holder of outstanding shares of Series E Preferred Stock, redeem,
purchase, retire or otherwise acquire any or all of the outstanding shares of
Series E Preferred Stock held by such holder.

Section 3. Dividends.

     (a) The holders of the then outstanding shares of Series E Preferred Stock
will be entitled to receive, when, as and if declared by the Board of Directors
out of funds of the Company legally available therefore, non-cumulative cash
dividends at the annual rate of $0.05 per share of Series E Preferred Stock,
payable, if declared, quarterly in cash on each March 31, June 30, September 30
and December 31; provided, however, that if any such payment date is not a
Business Day then such dividend shall be payable on the next Business Day. The
cash dividends provided for in this Section 3(a) are hereinafter referred to as
"Base Dividends." For purposes hereof, "Business Day" means any day other then a
Saturday, Sunday or day on which banking institutions in the State of New York
are authorized or required to remain closed.

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


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Preferred Stock as to dividends or as to distributions upon liquidation,
dissolution or winding up of the Company shall be redeemed, retired, purchased
or otherwise acquired for any consideration (or any payment made to or available
for a sinking fund for the redemption of any such shares) by the Company or any
Subsidiary (except by conversion into or exchange solely for shares of Junior
Stock). For purposes hereof, a "Subsidiary" shall mean any corporation,
association, partnership, limited liability company, joint venture or other
business entity (i) at least 50% of the outstanding voting securities of which
are at the time owned or controlled, directly or indirectly, by the Company or
(ii) with respect to which the Company possesses, directly or indirectly, the
power to direct or cause the direction of the affairs or management of such
person.

     (c) In addition to Base Dividends, in the event any dividends are declared
or paid or any other distribution is made on or with respect to the Common
Stock, the holders of the Series E Preferred Stock as of the record date
established by the Board of Directors for such dividend or distribution on the
Common Stock shall be entitled to receive as additional dividends (the
"Additional Dividends") an amount (whether in the form of cash, securities or
other property) per share of Series E Preferred Stock equal to the amount (and
in the form) of the dividends declared or paid or distribution made on or with
respect to each share of Common Stock, such Additional Dividends to be payable
on the same payment date as the dividend on the Common Stock established by the
Board of Directors. The record date for any such Additional Dividends shall be
the record date for the applicable dividend or distribution on the Common Stock,
and any such Additional Dividends shall be payable to the persons in whose name
the Series E Preferred Stock is registered at the close of business on the
applicable record date.

     (d) No dividend shall be paid or declared on any share of Common Stock,
unless (i) a dividend, payable in the same consideration and manner, is
simultaneously paid or declared, as the case may be, on each share of Series E
Preferred Stock in an amount determined as set forth in paragraph (c) above,
(ii) full Base Dividends on the shares of Series E Preferred Stock in respect of
all past declared dividends have been paid, and sums representing the full
amount of Base Dividends on the shares of Series E Preferred Stock are declared
in respect of the then current quarterly dividend period and paid or shall have
been or are contemporaneously set aside in trust for the payment thereof, and
(iii) full Additional Dividends on the shares of Series E Preferred Stock in
respect of all past declared dividends on the Common Stock have been paid. For
purposes hereof, the term "dividends" shall include any pro rata distribution by
the Company, out of funds of the Company legally available therefor, of cash,
property, securities (including, but not limited to, rights, warrants or
options) or other property or assets to the holders of the Common Stock, whether
or not paid out of capital, surplus or earnings.

Section 4. Liquidation Preference.

     In the event of a liquidation, dissolution or winding up of the Company,
whether voluntary or involuntary (a "Liquidation"), the holders of the Series E
Preferred Stock then outstanding shall be entitled to receive out of the
available assets of the Company,


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whether such assets are stated capital or surplus of any nature, an amount on
such date equal to $1.00 per share of Series E Preferred Stock (the "Liquidation
Preference") plus the amount of any declared but unpaid Base Dividends as of
such date and any declared but unpaid Additional Dividends as of such date. Such
payment shall be made before any payment shall be made or any assets distributed
to the holders of any class or series of the Common Stock or any other class or
series of the Company's capital stock ranking junior as to liquidation rights to
the Series E Preferred Stock. If upon any Liquidation the assets available for
payment of the Liquidation Preference are insufficient to permit the payment to
the holders of the Series E Preferred Stock of the full preferential amounts
described in this Section 4, then all the available assets shall be distributed
among the holders of the then outstanding shares of Series E Preferred Stock and
the then outstanding shares of capital stock ranking on a parity with the Series
E Preferred Stock as to distributions upon Liquidation, pro rata according to
the number of then outstanding shares of Series E Preferred Stock and then
outstanding shares of parity stock held by each holder thereof. A merger or
consolidation of the Company, or a sale of all or substantially all of its
assets, shall not constitute a Liquidation for purposes of this Section 4,
unless in connection with such merger or consolidation or sale of all or
substantially all of the Company's assets, the stockholders of the Company
specifically determine that such transaction be deemed a Liquidation.

Section 5. Reorganization, Reclassification, Merger, Consolidation.

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

     (b) Notwithstanding the provisions of Section 5(a) hereof, in the event
that the stockholders of the Company approve, or the Company otherwise
consummates (if stockholder approval is not required for such consummation), a
Fundamental Transaction (other than a Fundamental Transaction in which the
holders of the Company's outstanding voting securities immediately prior to such
Fundamental Transaction hold,


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immediately after such Fundamental Transaction, in excess of 50% of (x) the
voting power of the outstanding voting securities of the entity resulting from
such Fundamental Transaction or (y) if the entity resulting from such
Fundamental Transaction has an ultimate parent which has a class of equity
securities which are publicly traded on a nationally recognized securities
exchange, the voting power of the outstanding voting securities of such parent
(the Fundamental Transactions described in clauses (x) and (y) above are
referred to herein as "Excluded Transactions")), at any time while any shares of
Series E Preferred Stock are outstanding, each holder of Series E Preferred
Stock shall have the right to give notice to the Company that such holder is
exercising a redemption election (a "Redemption Election") with respect to all
or any number of such holder's shares of Series E Preferred Stock, during the
period (the "Exercise Period") beginning on the tenth (10th) day and ending on
the thirtieth (30th) day after the earlier to occur of (i) such holder's receipt
of the notice referred to in Section 5(c) hereof or (ii) the date as of which
such holder obtains actual knowledge of such Fundamental Transaction. In
exercising a Redemption Election, a holder of Series E Preferred Stock may elect
to receive for each outstanding share of Series E Preferred Stock held by such
holder either (x) an amount in cash, to the extent permitted by applicable law,
not less than the Liquidation Preference thereof as of the Redemption Date (as
defined below) plus the amount of any declared but unpaid Base Dividends as of
the Redemption Date plus the amount of any declared but unpaid Additional
Dividends as of such date or (y) an amount, in the form of cash, securities or
other property, equal to the amount (and in the form) of the cash, securities or
other property to be received by each holder of Common Stock for each share of
Common Stock held by such holder in connection with such Fundamental
Transaction. The Company's obligation to redeem the Series E Preferred Stock
pursuant to this Section 5 shall become operative only after the Company has
first complied with (w) Section 4.08 of the Indenture, dated as of February 11,
1998, with respect to the Company's 9 5/8% Senior Subordinated Discount Notes
Due 2006 and 9 5/8% Senior Subordinated Discount Exchange Notes Due 2006 (such 9
5/8% Senior Subordinated Discount Notes Due 2006 and 9 5/8% Senior Subordinated
Discount Exchange Notes due 2006 are referred to collectively as the "1998
Notes"), including, without limitation, the purchase of any such notes tendered
pursuant thereto, (x) any applicable provisions of the Indenture, dated on or
about January 16, 2004, with respect to the Company's 12.50% Senior Secured
Notes due 2009 (the "2004 Notes"), including, without limitation, the purchase
of any such notes tendered pursuant thereto, (y) any applicable provisions of
the Amended and Restated Credit Agreement, dated as of January 16, 2004, among
the Company, the lenders party thereto, and JPMorgan Chase Bank, as
administrative agent (as may be further amended, supplemented, restated or
otherwise modified from time to time) (the "Credit Agreement") and (z) the
applicable provisions of any instrument entered into by the Company in
connection with any refinancing of the 1998 Notes, the 2004 Notes or the Credit
Agreement.

     (c) On or before the tenth (10th) day after the stockholders of the Company
approve, or the Company otherwise consummates (if stockholder approval is not
required for such consummation), a Fundamental Transaction (other than an
Excluded Transaction), the Company shall mail to all holders of record of the
Series E Preferred Stock at their respective addresses as the same shall appear
on the books of the Company


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as of such date, a notice disclosing (i) the Fundamental Transaction, (ii) that,
if such holder exercises the Redemption Election, the Company shall, at the
election of the holder, (x) redeem any or all of such holder's shares of Series
E Preferred Stock at a redemption price equal to an amount not less than the
Liquidation Preference thereof plus the amount of any declared but unpaid Base
Dividends as of the Redemption Payment Date plus the amount of any declared but
unpaid Additional Dividends as of such date or (y) deliver to such holder an
amount per share of Series E Preferred Stock held by such holder, in the form of
cash, securities or other property, equal to the amount (and in the form) of the
cash, securities or other property to be received by each holder of Common Stock
for each share of Common Stock held by such holder in connection with such
Fundamental Transaction, and (iii) the procedure for redemption. Each such
notice of redemption shall be irrevocable. To exercise the Redemption Election,
a holder of Series E Preferred Stock must deliver during the Exercise Period
written notice to the Company (or an agent designated by the Company for such
purpose) of the holder's exercise of the Redemption Election, including the
indication of the form of redemption payment elected by such holder, accompanied
by each certificate evidencing shares of the Series E Preferred Stock with
respect to which the Redemption Election is being exercised, duly endorsed for
transfer to the Company. On or prior to the fifth (5th) Business Day (the
"Redemption Payment Date") after receipt of such written notice, the Company
shall redeem all shares of Series E Preferred Stock properly surrendered to the
Company (or an agent designated by the Company for such purpose) during the
Exercise Period for redemption in connection with the exercise of the Redemption
Election and shall cause payment in the required form to be made for such shares
of Series E Preferred Stock. If, in connection with any Redemption Election, the
Company does not have sufficient capital and surplus legally available to redeem
all of the then outstanding shares of Series E Preferred Stock for which a
Redemption Election in the form of cash has been made, the Company shall take
all measures permitted under the Delaware General Corporation Law to increase
the amount of its capital and surplus legally available, and the Company shall
redeem as many shares of Series E Preferred Stock for which a Redemption
Election in the form of cash has been made as it has capital and surplus legally
available therefor, ratably from the holders thereof in proportion to the number
of shares of Series E Preferred Stock tendered for cash payment, and shall
thereafter from time to time, as soon as it shall have capital and surplus
legally available therefor, redeem as many shares of Series E Preferred Stock
for which a Redemption Election in the form of cash has been made as it has
capital and surplus available therefor until it has redeemed all of the
outstanding shares of Series E Preferred Stock for which a Redemption Election
in the form of cash has been made.

     (d) After any Redemption Payment Date, unless and until the full redemption
payment for all shares of Series E Preferred Stock to be redeemed has been paid
to the holders thereof, or set aside in trust with a bank or trust company, (i)
no dividends or other distribution shall be paid or declared or set aside for
payment on any capital stock or other equity securities of the Company ranking
junior to or on a parity with the Series E Preferred Stock (other than in shares
of, or warrants or rights to acquire, Junior Stock), and (ii) no shares of
capital stock or other equity securities of the Company ranking junior to or on
a parity with the Series E Preferred Stock shall be redeemed, retired,


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purchased or otherwise acquired for any consideration (or any payment made to or
available for a sinking fund for the redemption of any such shares) by the
Company (except by conversion into or exchange for solely shares of Junior
Stock).

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

Section 6. Voting Rights.

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

          (i) shall be entitled to vote together with the holders of the Common
     Stock as a single class on all matters submitted for a vote of holders of
     Common Stock;

          (ii) shall have such other voting rights as are specified in the
     Certificate of Incorporation or as otherwise provided by Delaware law; and

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

     For purposes of the voting rights set forth in this Section 6(a), each
share of Series E Preferred Stock shall entitle the holder thereof to cast that
number of votes as each share of Common Stock shall be entitled to cast.

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


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necessary to adopt any alteration, amendment or repeal of this Section 6, in
addition to any other vote of stockholders required by law.

          IN WITNESS WHEREOF, the Company has caused this Certificate of
Designations to be executed on this 16th day of January, 2004.


                                        By: /s/ Eric W. Golden
                                            ------------------------------------
                                        Name: Eric W. Golden
                                        Title: Executive Vice President, General
                                        Counsel and Secretary


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