U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A
(Amendment No. 1)

|(Mark One)                                                                        |                                                                                         
|--------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|ý                                                                                 | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    
|For the Fiscal Year Ended December 31, 2004                                      
|or                                                                               
|o                                                                                 | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|For the Period
From                             to           
                  .

Commission File Number: 000-50661

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POLAROID HOLDING COMPANY(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                             |  | 22-3856538(I.R.S. employer identification number)
|-------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|1265 Main Street
Waltham, Massachusetts 02451(Address of principal executive offices and zip code)
|(781) 386-2000(Registrant's telephone number, including area code)                                

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

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Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value $.001 per share

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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 (or for such shorter periods as the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes ý    No o

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 Form 10-K or any amendment to
this Form 10-K. o

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act.) Yes ý    No o

As of March 7, 2005, the number of outstanding shares of the Registrant's Common Stock was 34,956,069. The information in this report gives effect to a
10-for-1 stock split that occurred on July 24, 2003.

In
reliance on Rule 12b-21 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Annual Report on Form 10-K does not include
financial information of Primary PDC, Inc. for periods prior to January 1, 2002 as required by Form 10-K.



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EXPLANATORY STATEMENT

This Amendment No. 1 on Form 10-K/A to Polaroid Holding Company's (the "Company") Annual Report on Form 10-K that was
filed on March 16, 2005, for the year ended December 31, 2004, is being filed solely to amend Item 12. Security Ownership of Certain Beneficial Owners and Management on
page 108 of the Company's Annual Report on Form 10-K by removing Primary PDC, Inc. as a beneficial holder of 5% or more of the Company's outstanding common stock. On
March 25, 2005, Primary PDC, Inc. filed an amended Schedule 13D with the Securities and Exchange Commission disclosing a distribution it made on March 4, 2005. In that
Schedule 13D, it reported holdings of approximately 2.0% of the Company's outstanding common stock.

Except
as noted above, no other amendments to this Report are being made. This Amendment speaks as of the original filing date of our Annual Report on Form 10-K and
has not been updated to reflect events occurring subsequent to the original filing date. For subsequent events, refer to the Company's subsequent periodic and current filings.

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Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table contains certain information regarding the beneficial ownership of the Company's outstanding Common Stock as of March 10, 2005, by each
person or entity who is known by the Company to own beneficially more than 5% of the Common Stock of the Company, each of the named executive officers of the Company, executive officers and each
director of the Company; and all Directors and Executive Officers as a group. The table does not show the Common Stock beneficially owned by Petters pursuant to the Voting Agreement. The table does
not include shares of the Company's Common Stock subject to options that are not currently exercisable or will not become exercisable within 60 days of March 10, 2005. Individuals have
sole voting and investment power with regard to the stock unless otherwise indicated in the footnotes.

Common StockName

Shares
Beneficially
Owned

Percent of
Class(1)Directors and Named Executive Officers(2)Jacques A. Nasser

1,061,010

3.0
%Joseph E. Antonini

42,440

*Charles F. Auster

75,000

*Paolo Cantarella

42,440

*Lee M. Gardner

16,667

*James W. Koven

4,167

*Rick A. Lazio

42,440

*Joseph G. Michels

42,440

*Stanley P. Roth(3)

72,095

*William J. Cosgrove(4)

35,128

*J. Michael Pocock

707,340

2.0
%William L. Flaherty

442,090

1.3
%Gianfranco Palma

170,730

*Robert B. Gregerson

353,670

1.0
%Ira H. Parker(5)

120,016

*Mark H. Payne

176,830

*All Directors and Executive Officers as a Group (16 persons)

3,362,062

9.6
%Five Percent OwnersOne Equity Partners LLC(1)(6)
320 Park Avenue
New York, NY 10022

18,745,000

53.6
%Petters Consumer Brands, LLC(7)
4400 Baker Road
Minnetonka, MN 55343

3,980,703

11.4
%


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PART IV

Item 15. Exhibits and Financial Statement Schedules

The following are filed as part of this Report:



Exhibit No.

Description2.1

Agreement and Plan of Merger dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and Polaroid Holding Company(1)2.2

Amendment No. 1, dated as of March 9, 2005, to the Agreement and Plan of Merger dated as of January 7, 2005, by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC and Polaroid Holding
Company(6)3.1

Restated Certificate of Incorporation of Polaroid Holding Company, dated as of February 6, 2004(2)3.2

Amended and Restated Bylaws of Polaroid Holding Company as of May 21, 2003(2)4.1

Article Fourth, Section A(2), Series A 8% Cumulative Compounding Preferred Stock in Restated Certificate of Incorporation(2)4.2

Amended and Restated Registration Rights Agreement by and among Polaroid Holding Company, One Equity Partners, LLC and "Other Investors" dated as of February 5, 2003(2)10.1
(a)
Management Agreement between One Equity Partners LLC and OEP Imaging Operating Corporation, dated as of July 31, 2002(2)10.1
(b)*
Form of Restricted Stock Purchase Agreement by and among Polaroid Holding Company and The Management Investors(2)10.1
(c)*
Polaroid Holding Company 2004 Stock Option Plan(2)10.1
(d)*
Form of Polaroid Holding Company Bonus Agreement(2)10.1
(e)
Amended and Restated Securities Holders Agreement dated as of February 5, 2003, by and among Polaroid Holding Company, One Equity Partners LLC and The Other Investors(2)10.1
(f)
Amendment No. 1, dated as of January 7, 2005, to the Amended and Restated Securities Holders Agreement by and among Polaroid Holding Company, One Equity Partners LLC and the Other Management Investors Named Therein
dated as of February 5, 2003(3)10.1
(g)*
Letter Agreement, dated July 23, 2004, between Polaroid Corporation and Ira H. Parker regarding a modification to an option grant award(7)10.2

$100,000,000 Credit Agreement dated as of July 29, 2002 among OEP Imaging Corporation (to be renamed Polaroid Holding Company) as the Company, and OEP Imaging Operating Corporation (to be renamed Polaroid
Corporation), Polaroid Contracting C.V., Polaroid (Europa) B.V., Polaroid Trading B.V., Polaroid Canada Inc., Polaroid GmbH, Polaroid (U.K.) Limited, Polaroid Far East Limited and Nippon Polaroid K. K. as Borrowers, and The Lenders and Issuers Party
Hereto, and Citicorp USA, Inc. as Domestic Administrative Agent and Domestic Collateral Agent, and Bank of America, N.A. as Foreign Administrative Agent and Foreign Collateral Agent, and Citicorp USA, Inc. as Foreign Syndication Agent, and Bank of
America, N.A. as Domestic Syndication Agent(2)10.2
(a)
Fifth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, dated August 5, 2003(2)10.2
(b)
Sixth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, dated November 14, 2003(2)10.2
(c)
Seventh Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, effective September 24, 2004(4)10.2
(d)
Eighth Waiver and Amendment Letter to the Credit Agreement as of July 29, 2002, effective December 8, 2004(5)


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10.3
(a)*
Employment Agreement, effective May 30, 2003, between Polaroid Holding Company and Polaroid Corporation and John Michael Pocock(2)10.3
(b)*
Amendment dated August 7, 2003, to Employment Agreement dated May 30, 2003, by and among Polaroid Holding Company, Polaroid Corporation and John Michael Pocock(2)10.3
(c)*
Employment Agreement, effective July 31, 2002, between Polaroid Corporation and William L. Flaherty(2)10.3
(d)*
Employment Agreement, effective May 27, 2003, between Polaroid Corporation and Robert B. Gregerson(2)10.3
(e)*
Employment Agreement, dated April 9, 2004, between Polaroid (Italia) S.p.A. and Gianfranco Palma(2)10.3
(f)*
Temporary Assignment Agreement, effective April 2, 2002, between Polaroid (Italia) S.p.A. and Gianfranco Palma(2)10.3
(g)*
Employment Agreement, effective February 23, 2004, between Polaroid Corporation and Ira H. Parker(2)10.3
(h)*
Employment Agreement, dated May 6, 2003, between Polaroid Corporation and Mark H. Payne(2)10.3
(i)*
Restated Enhanced Severance Agreement, dated December 20, 2005 and entered into by Polaroid Corporation with Robert B. Gregerson on January 3, 2005(7)10.3
(j)*
Restated Enhanced Severance Agreement, dated December 20, 2005 and entered into by Polaroid Corporation with Ira H. Parker on January 3, 2005(7)10.4
(a)
Escrow Agreement dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC, Polaroid Holding Company and Wells Fargo Bank, N.A.(1)10.4
(b)
Escrow Agreement dated as of January 7, 2005 by and among Petters Group Worldwide, LLC, Petters Consumer Brands, LLC, Polaroid Holding Company and Wells Fargo Bank, N.A.(1)14

Code of Ethics and Business Conduct, effective September 1, 2003(2)21

Subsidiaries of Registrant(7)31.1

Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification of Executive Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(7)


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment to the Report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     |  | POLAROID HOLDING COMPANY
|-------------------- |  | ------------------------
|Date: March 29, 2005 |  | By:                     

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