<PAGE>

================================================================================

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

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

                                    FORM 10-Q

(MARK ONE)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
         OF THE SECURITIES EXCHANGE ACT OF 1934

         FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001


                                       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: 001-12391

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

                                 PANAVISION INC.
             (Exact name of Registrant as specified in its charter)

              DELAWARE                                   13-3593063
------------------------------------              -----------------------
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                   Identification No.)

             6219 DE SOTO AVENUE
          WOODLAND HILLS, CALIFORNIA                               91367
-----------------------------------------------               ----------------
   (Address of principal executive offices)                      (Zip code)

                                 (818) 316-1000

                Registrant's telephone number including area code

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

     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 PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] NO [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES
OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.

     As of August 10, 2001, there were 8,769,919 shares of Panavision Inc.
Common Stock outstanding.



================================================================================

<PAGE>


                                 PANAVISION INC.

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q
                       FOR THE QUARTER ENDED JUNE 30, 2001


<TABLE>

<S>                                                                                                  <C>
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Statements of Operations.............................................. 3

         Condensed Consolidated Balance Sheets........................................................ 5

         Condensed Consolidated Statements of Cash Flows ............................................. 6

         Notes to Condensed Consolidated Financial Statements......................................... 7

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations........12



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings............................................................................18

Item 2.  Changes in Securities........................................................................18

Item 3.  Defaults Upon Senior Securities..............................................................18

Item 4.  Submission of Matters to a Vote of Security Holders..........................................18

Item 5.  Other Information ...........................................................................18

Item 6.  Exhibits and Reports on Form 8-K ............................................................18



SIGNATURES............................................................................................19

</TABLE>





<PAGE>


                                     PART I

ITEM 1.  FINANCIAL STATEMENTS

     The financial information herein and management's discussion thereof,
include consolidated data for Panavision Inc. ("Registrant" or "Panavision") and
its subsidiaries. Registrant and its subsidiaries are sometimes herein referred
to collectively as the "Company".

                                 PANAVISION INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED JUNE 30, 2001
                                                 -------------------------------------
                                                 POST-M&F PURCHASE    PRE-M&F PURCHASE                         PRE-M&F PURCHASE
                                                 -----------------    ----------------                         ----------------
                                                   PERIOD FROM          PERIOD FROM            COMBINED         THREE MONTHS
                                                   APRIL 20 TO           APRIL 1 TO       THREE MONTHS ENDED        ENDED
                                                   JUNE 30, 2001       APRIL 19, 2001       JUNE 30, 2001*      JUNE 30, 2000
                                                 -----------------    ----------------    ------------------   ----------------
<S>                                                <C>                  <C>                  <C>                <C>
Camera rental ..................................    $   29,356           $    8,613           $   37,969         $   28,312
Lighting rental.................................         7,375                1,733                9,108              9,189
Sales and other.................................         6,489                1,651                8,140              8,449
                                                    ----------           ----------           ----------         ----------
Total rental revenue and sales..................        43,220               11,997               55,217             45,950
Cost of camera rental...........................        12,338                3,097               15,435             14,952
Cost of lighting rental.........................         5,347                1,335                6,682              6,840
Cost of sales and other.........................         3,573                  909                4,482              4,486
                                                    ----------           ----------           ----------         ----------
Gross margin....................................        21,962                6,656               28,618             19,672
Selling, general and administrative expenses....        13,691                2,730               16,421             14,116
Research and development expenses...............         1,197                  272                1,469              1,429
                                                    ----------           ----------           ----------         ----------
Operating income................................         7,074                3,654               10,728              4,127
Interest income.................................            38                    9                   47                 64
Interest expense................................        (8,878)              (2,573)             (11,451)           (11,921)
Foreign exchange gain (loss)....................          (247)                 177                  (70)            (1,158)
Other, net .....................................          (349)                 (45)                (394)               321
                                                    ----------           ----------           ----------         ----------
Income (loss) before income taxes...............        (2,362)               1,222               (1,140)            (8,567)
Income tax benefit (provision) .................         2,480                 (358)               2,122               (917)
                                                    ----------           ----------           ----------         ----------
Net income (loss)...............................    $      118           $      864           $      982         $   (9,484)
                                                    ==========           ==========           ==========         ==========

Net income (loss) per share - basic and diluted.    $     0.01           $    0 .10           $     0.11         $    (1.17)
                                                    ==========           ==========           ==========         ==========

Shares used in computation - basic and diluted..         8,770                8,770                8,770              8,056

</TABLE>


* This column is not intended to be a pro forma presentation of the results of
  the Company for the period. See Note 1 for a pro forma presentation of the
  results of the Company.

                             See accompanying notes.



                                       3

<PAGE>


                                 PANAVISION INC.


                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                    SIX MONTHS ENDED JUNE 30, 2001
                                                 -------------------------------------
                                                 POST-M&F PURCHASE    PRE-M&F PURCHASE                          PRE-M&F PURCHASE
                                                 -----------------    ----------------                          ----------------
                                                   PERIOD FROM          PERIOD FROM            COMBINED            SIX MONTHS
                                                   APRIL 20 TO          JANUARY 1 TO       SIX MONTHS ENDED          ENDED
                                                   JUNE 30, 2001       APRIL 19, 2001       JUNE 30, 2001*        JUNE 30, 2000
                                                 -----------------    ----------------     ----------------     ----------------
<S>                                                <C>                  <C>                  <C>                  <C>
Camera rental ..................................    $   29,356           $   45,660           $   75,016           $   59,975
Lighting rental.................................         7,375                9,629               17,004               17,109
Sales and other.................................         6,489               10,520               17,009               17,072
                                                    ----------           ----------           ----------           ----------
Total rental revenue and sales..................        43,220               65,809              109,029               94,156
Cost of camera rental...........................        12,338               18,089               30,427               30,609
Cost of lighting rental.........................         5,347                8,234               13,581               13,227
Cost of sales and other.........................         3,573                5,681                9,254                9,484
                                                    ----------           ----------           ----------           ----------
Gross margin....................................        21,962               33,805               55,767               40,836
Selling, general and administrative expenses....        13,691               16,987               30,678               29,226
Research and development expenses...............         1,197                1,841                3,038                3,214
                                                    ----------           ----------           ----------           ----------
Operating income................................         7,074               14,977               22,051                8,396
Interest income.................................            38                  269                  307                  142
Interest expense................................        (8,878)             (14,771)             (23,649)             (23,548)
Foreign exchange loss...........................          (247)                (748)                (995)              (1,695)
Other, net .....................................          (349)                 796                  447                  590
                                                    ----------           ----------           ----------           ----------
Income (loss) before income taxes...............        (2,362)                 523               (1,839)             (16,115)
Income tax benefit (provision) .................         2,480               (1,011)               1,469               (1,474)
                                                    ----------           ----------           ----------           ----------
Net income (loss)...............................    $      118           $     (488)          $     (370)          $  (17,589)
                                                    ==========           ==========           ==========           ==========
Net income (loss) per share - basic and diluted.    $     0.01           $    (0.06)          $    (0.04)          $    (2.18)
                                                    ==========           ==========           ==========           ==========
Shares used in computation - basic and diluted..         8,770                8,770                8,770                8,056

</TABLE>


* This column is not intended to be a pro forma presentation of the results of
  the Company for the period. See Note 1 for a pro forma presentation of the
  results of the Company.

                             See accompanying notes.



                                       4

<PAGE>


                                 PANAVISION INC.


                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PAR VALUE DATA)

<TABLE>
<CAPTION>
                                                               POST-M&F PURCHASE      PRE-M&F PURCHASE
                                                               -----------------      -----------------
                                                                 JUNE 30, 2001        DECEMBER 31, 2000
                                                               -----------------      -----------------
                                                                 (UNAUDITED)
                         ASSETS
<S>                                                               <C>                    <C>
Current assets:
   Cash and cash equivalents.............................          $    7,630             $    4,981
   Accounts receivable (net of allowance of $1,930 and                 25,501                 32,330
     $1,907)............................................
   Inventories...........................................              10,223                 10,160
   Prepaid expenses......................................               3,786                  2,632
   Other current assets..................................                 639                  1,106
                                                                   ----------             ----------
Total current assets.....................................              47,779                 51,209

Property, plant and equipment, net.......................             208,984                204,194
Goodwill ................................................             240,764                 10,486
Patents and trademarks ..................................             141,667                  1,263
Other....................................................              16,269                 17,560
                                                                   ----------             ----------
Total assets.............................................          $  655,463             $  284,712
                                                                   ==========             ==========
    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
   Accounts payable......................................          $    5,507             $    7,503
   Accrued liabilities...................................              21,684                 24,930
   Current maturities of long-term debt..................              21,794                 17,700
                                                                   ----------             ----------
Total current liabilities................................              48,985                 50,133

Long-term debt...........................................             478,158                477,425
Deferred tax liabilities.................................              47,619                  4,923
Other liabilities........................................               2,661                  2,533

Commitments and Contingencies

Stockholders' deficiency:
   Preferred stock, $0.01 par value; 2,000 shares
     authorized; no shares issued and outstanding........                   -                      -
   Common Stock, $0.01 par value; 50,000 shares
     authorized; 8,770 shares issued and outstanding
     at June 30, 2001 and December 31, 2000..............                  88                     88
   Additional paid-in capital............................             177,939                177,887
   Revaluation capital ..................................             332,488                      -
   Accumulated deficit...................................            (419,317)              (418,947)
   Accumulated other comprehensive loss..................             (13,158)                (9,330)
                                                                   ----------             ----------
     Total stockholders' equity (deficiency).............              78,040               (250,302)
                                                                   ----------             ----------
Total liabilities and stockholders' equity...............          $  655,463             $  284,712
                                                                   ==========             ==========

</TABLE>


                             See accompanying notes.



                                       5

<PAGE>


                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                         SIX MONTHS ENDED JUNE 30, 2001
                                                     -------------------------------------
                                                     POST-M&F PURCHASE    PRE-M&F PURCHASE                        PRE-M&F PURCHASE
                                                     -----------------    ----------------                        ----------------
                                                        PERIOD FROM         PERIOD FROM         COMBINED SIX         SIX MONTHS
                                                        APRIL 20 TO         JANUARY 1 TO        MONTHS ENDED            ENDED
                                                       JUNE 30, 2001       APRIL 19, 2001      JUNE 30, 2001*       JUNE 30, 2000
                                                     -----------------    ----------------     --------------     ----------------
<S>                                                      <C>                 <C>                 <C>                 <C>
OPERATING ACTIVITIES
Net income (loss)................................        $     118           $    (488)          $    (370)          $  (17,589)
Adjustments to derive net cash provided by
operating activities:
     Depreciation and amortization ..............           10,194              11,518              21,712               18,652
     Gain (loss) on sale of property and                       109                (798)               (689)                (302)
       equipment ................................
     Amortization of discount on subordinated                3,764               5,707               9,471                8,622
       notes.....................................
     Deferred income tax benefit ................           (3,992)                  -              (3,992)                   -
     Changes in operating assets and liabilities:
       Accounts receivable.......................            7,036                (207)              6,829                4,494
       Inventories...............................             (147)                 84                 (63)                (343)
       Prepaid expenses and other current assets.             (276)               (411)               (687)                (136)
       Accounts payable..........................             (661)             (1,335)             (1,996)                 517
       Accrued liabilities.......................             (415)             (2,831)             (3,246)              (3,051)
     Other, net .................................           (2,341)                (14)             (2,355)                 470
                                                         ---------           ---------           ---------           ----------
Net cash provided by operating activities........           13,389              11,225              24,614               11,334
INVESTING ACTIVITIES
Capital expenditures ............................           (3,026)            (10,462)            (13,488)             (19,575)
Proceeds from dispositions of fixed assets.......                -                 780                 780                  415
                                                         ---------           ---------           ---------           ----------
Net cash used in investing activities............           (3,026)             (9,682)            (12,708)             (19,160)
FINANCING ACTIVITIES
Borrowings under notes payable and credit                        -               6,700               6,700               12,000
   agreement.....................................
Repayments of notes payable and credit agreement.           (8,323)             (7,331)            (15,654)              (8,350)
                                                         ---------           ---------           ---------           ----------
Net cash (used in) provided by financing                    (8,323)               (631)             (8,954)               3,650
   activities....................................
Effect of exchange rate changes on cash..........              (54)               (249)               (303)                (185)
                                                         ---------           ---------           ---------           ----------
Net increase (decrease) in cash and cash                     1,986                 663               2,649               (4,361)
   equivalents...................................
Cash and cash equivalents at beginning of period.            5,644               4,981               4,981                5,417
                                                         ---------           ---------           ---------           ----------
Cash and cash equivalents at end of period.......        $   7,630           $   5,644           $   7,630           $    1,056
                                                         =========           =========           =========           ==========

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid during the period .................        $   5,913           $   9,184           $  15,097           $   14,764
Income taxes paid during the period .............        $   1,206           $   1,217           $   2,423           $    1,581

SUPPLEMENTAL NON-CASH INFORMATION
</TABLE>



<TABLE>
<CAPTION>
The following sets forth the changes in assets and liabilities resulting      INCREASE
from the preliminary purchase price allocation in connection with the        (DECREASE)
M&F Purchase:                                                                ----------
<S>                                                                         <C>
Property, plant and equipment .................................              $  12,077
Goodwill ......................................................                232,871
Patents and trademarks ........................................                141,314
Other .........................................................                 (2,838)
Long-term debt ................................................                  3,847
Deferred tax liabilities.......................................                 47,089
</TABLE>

* This column is not intended to be a pro forma presentation of the cash flows
  of the Company for the period.


                             See accompanying notes.



                                       6

<PAGE>


                                PANAVISION INC.


              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   BASIS OF PREPARATION

     On April 19, 2001, M&F Worldwide Corp. ("M&F Worldwide") and PX Holding
Corporation, a wholly owned subsidiary of Mafco Holdings Inc. ("Mafco
Holdings"), announced that, pursuant to a stock purchase agreement, M&F
Worldwide purchased all 7,320,225 shares of the Company's common stock held by
PX Holding Corporation (the "M&F Purchase"). The shares purchased constitute
approximately 83.5% of the Company's outstanding shares.

     M&F Worldwide accounted for its acquisition of approximately 83.5% of the
Company's outstanding shares as a purchase, and purchase accounting adjustments
have been pushed down to the Panavision financial statements for the period
subsequent to April 19, 2001 (designated "Post-M&F Purchase"). The Panavision
financial statements for the periods ended prior to April 19, 2001 were prepared
using Panavision's historical basis of accounting and are designated as "Pre-M&F
Purchase." As a result, such information is not comparable.

     In connection with the push down of the purchase price and purchase
accounting adjustments, the carrying values of Panavision's assets and
liabilities were changed to reflect a preliminary estimate of the fair values of
the assets and liabilities as of the acquisition date to the extent of M&F
Worldwide's 83.5% controlling interest. The remaining 16.5% is accounted for at
Panavision's historical basis. As a result, for assets and liabilities
representing 83.5% of the totals, the following preliminary adjustments were
recorded as of the acquisition date to adjust the historical carrying values.
(in thousands):

                                                                       INCREASE
                                                                      (DECREASE)
Property, plant and equipment ................................    $      12,077
Goodwill .....................................................          232,871
Patents and trademarks .......................................          141,314
Other ........................................................           (2,838)
Long-term debt ...............................................            3,847
Deferred tax liabilities......................................           47,089

     The following table presents unaudited pro forma consolidated operating
results for the three months ended June 30, 2001 and June 30, 2000 and the six
months ended June 30, 2001 and June 30, 2000 as if the M&F Purchase had occurred
on January 1, 2000 (in thousands except per share amounts):

<TABLE>
<CAPTION>
                                          THREE MONTHS ENDED,                      SIX MONTHS ENDED,
                                               JUNE 30,                                 JUNE 30,
                                  -----------------------------------      ----------------------------------
                                      2001                 2000                 2001               2000
                                  --------------      ---------------      ---------------    ---------------

<S>                               <C>                  <C>                  <C>                <C>
Revenue                            $  55,217            $  45,950            $  109,029         $  94,156
Gross margin                          28,562               19,406                55,445            40,304
Operating income                      10,065                  875                18,136             1,892
Net income (loss)                        488               (8,029)               (3,511)          (16,276)
Income (loss) per
  share - basic and diluted        $    0.06            $   (1.00)           $    (0.40)        $   (2.02)
</TABLE>



                                       7

<PAGE>


                                PANAVISION INC.


       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                                   (UNAUDITED)


     The unaudited pro forma consolidated operating results of the Company are
not necessarily indicative of the operating results that would have been
achieved had the M&F Purchase been consummated on January 1, 2000, and should
not be construed as representative of future operating results.

     The accompanying condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions for
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. The results of
operations for interim periods are not necessarily indicative of the results
that may be expected for the fiscal year. The condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements and accompanying notes included in the Company's Annual Report on
Form 10-K for the year ended December 31, 2000. All terms used but not defined
elsewhere herein have the meaning ascribed to them in the Company's 2000 Annual
Report on Form 10-K.

     The condensed consolidated financial statements include the accounts of
Panavision and its majority-owned subsidiaries. All significant intercompany
amounts and transactions have been eliminated.

     Certain amounts in previously issued financial statements have been
reclassified to conform to the 2001 presentation.

2.   INVENTORIES

     Inventories consist of the following (in thousands):

                                         JUNE 30, 2001     DECEMBER 31, 2000
                                         -------------     -----------------

         Finished goods................   $    2,866           $    2,553
         Work-in-process...............          126                  108
         Component parts...............        2,134                2,146
         Supplies......................        5,097                5,353
                                          ----------           ----------
                                          $   10,223           $   10,160
                                          ==========           ==========


3.   USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from such
estimates.



                                       8

<PAGE>


                                 PANAVISION INC


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (CONTINUED)
                                   (UNAUDITED)


4. GEOGRAPHICAL AND BUSINESS SEGMENT INFORMATION

     The following table presents revenue and other financial information by
business segment (in thousands):

<TABLE>
<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED                      NORTH                      ASIA
JUNE 30, 2001                          AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                 <C>          <C>           <C>          <C>          <C>
Revenue from
  external customers...........      $   30,000   $   18,618    $    6,599   $        -     $ 55,217
Intersegment revenue...........           4,597        1,071             -            -        5,668
Operating income (loss)........          13,060         (117)        1,389       (3,604)      10,728



<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
THREE MONTHS ENDED                      NORTH                      ASIA
JUNE 30, 2000                          AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                 <C>          <C>           <C>          <C>          <C>
Revenue from
  external customers...........      $   21,119   $   19,356    $    5,475   $        -     $ 45,950
Intersegment revenue...........           3,253        1,100             -            -        4,353
Operating income (loss)........           4,015          363           607         (858)       4,127



<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
SIX MONTHS ENDED                        NORTH                      ASIA
JUNE 30, 2001                          AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                 <C>          <C>           <C>          <C>          <C>
Revenue from
  external customers...........      $   60,245   $   36,600    $   12,184   $        -    $ 109,029
Intersegment revenue...........           8,409        2,305             -            -       10,714
Operating income (loss)........          25,980       (1,198)        2,019       (4,750)      22,051



<CAPTION>
                                     ------------ ------------- ------------ ------------ -------------
SIX MONTHS ENDED                        NORTH                      ASIA
JUNE 30, 2000                          AMERICA       EUROPE       PACIFIC     CORPORATE      TOTAL
                                     ------------ ------------- ------------ ------------ -------------
<S>                                 <C>          <C>           <C>          <C>          <C>
Revenue from
  external customers...........      $   46,360   $   35,698    $   12,098   $        -     $ 94,156
Intersegment revenue...........           6,268        2,362             -            -        8,630
Operating income (loss)........          10,772       (2,301)        1,637       (1,712)       8,396
</TABLE>

5.   COMPREHENSIVE INCOME (LOSS)

     For the quarter ended June 30, 2001 and 2000, comprehensive income (loss)
amounted to $1,248,000 and $(11,046,000), respectively. For the six months ended
June 30, 2001 and 2000, comprehensive loss amounted to $(4,198,000) and
$(21,011,000), respectively. The difference between net income (loss) and
comprehensive income (loss) relates to the change in foreign currency
translation adjustments.



                                       9

<PAGE>


                                PANAVISION INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (CONTINUED)
                                   (UNAUDITED)


6.   NET INCOME (LOSS) PER SHARE

     For the three and six months ended June 30, 2001 and 2000, the basic and
diluted per share data is based on the weighted average number of common shares
outstanding during the period. Common equivalent shares, consisting of
outstanding stock options and warrants, are not included in the diluted income
(loss) per share calculation since they are antidilutive.

7.   ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133, as
amended by SFAS 137, is effective for fiscal years beginning after June 15,
2000. SFAS No. 133 requires the Company to recognize all derivatives as either
assets or liabilities and measure those instruments at fair value. It further
provides criteria for derivative instruments to be designated as fair value,
cash flow and foreign currency hedges and establishes respective accounting
standards for reporting changes in the fair value of the derivative instruments.

     The Company adopted SFAS No. 133 on January 1, 2001 and is required to
adjust hedging instruments to fair value in the balance sheet and recognize the
offsetting gains or losses as adjustments to net income (loss) or other
comprehensive income (loss), as appropriate. The adoption of SFAS No. 133 did
not have a material impact on the Company's financial position or results of
operations.

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
Business Combinations, and No. 142, Goodwill and Other Intangible Assets,
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized, but will be subject to annual impairment tests in
accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives.

     The Company will apply the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of SFAS No. 142 is expected to result in a decrease
in amortization expense of $10.1 million per year, which reflects estimated
amortization for the year ended December 31, 2001 on goodwill and intangible
balances that are expected to be affected by the new rules. This amount is
subject to adjustment upon the determination of the final purchase price
allocation. During 2002, the Company will perform the first of the required
impairment tests of goodwill and indefinite lived intangible assets as of
January 1, 2002 and has not yet determined what the effect of these tests will
be on the earnings and financial position of the Company.

8.   M&F PURCHASE

     In connection with the closing of the M&F Purchase, Panavision, for federal
income and certain state and local tax purposes, became a member of the
affiliated group of which M&F Worldwide is the common parent and left the
affiliated group of which Mafco Holdings is the common parent. In connection
with such event, Panavision, certain of its subsidiaries and M&F Worldwide
entered into a tax sharing agreement dated as of April 19, 2001, pursuant to
which Panavision, certain of its subsidiaries and M&F Worldwide agreed to
allocate and share any liabilities which arise by virtue of the parties being
consolidated for federal, and certain state and local, income tax purposes. The
Company has determined that a substantial portion of the net operating losses
generated by the Company during its inclusion in the Mafco Holdings affiliated
group are now unavailable to the Company under the Internal Revenue Code
consolidated return regulations.



                                       10

<PAGE>

                                PANAVISION INC.


        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- (CONTINUED)
                                   (UNAUDITED)


     At the closing of the M&F Purchase, Ronald O. Perelman, the sole owner of
Mafco Holdings, delivered a letter to M&F Worldwide in which Mr. Perelman agreed
that, if M&F Worldwide determines in its good faith reasonable judgment that
Panavision is unable to make required payments of principal or interest under
its bank credit facilities or senior subordinated notes, he or corporations
under his control will provide such financial support to M&F Worldwide as may be
required by Panavision in connection with such payments of principal and
interest. The financial support from Mr. Perelman will be in an amount as M&F
Worldwide determines. However, there can be no assurance that M&F Worldwide will
make such determination or if such determination is made, whether such
determination will be adequate and timely in order to meet the Company's needs,
if such needs arise. Any follow-through investment by M&F Worldwide in
Panavision would be on terms to be agreed between M&F Worldwide and Panavision.
Also at closing of the M&F Purchase, Mafco Holdings delivered a letter to M&F
Worldwide pursuant to which Mafco Holdings agreed that it or corporations under
its control will disburse to M&F Worldwide an aggregate amount of $10.0 million
to be invested by M&F Worldwide in Panavision (the "M&F Investment") if
Panavision is unable to make required payments of principal or interest under
its bank credit facilities or senior subordinated notes, but in any event no
later than December 31, 2001. Concurrently, M&F Worldwide delivered to
Panavision a letter pursuant to which M&F Worldwide agreed that it would make
available to Panavision an aggregate amount of $10.0 million, as required by
Panavision to make payments of principal or interest under its bank credit
facilities or senior subordinated notes, but in any event no later than December
31, 2001, in exchange for subordinated debt, common stock or voting preferred
stock of Panavision. The M&F Investment is conditioned upon M&F Worldwide having
previously received an equivalent cash amount pursuant to its letter agreement
with Mafco Holdings.

     Eight shareholders of M&F Worldwide have brought suit against M&F Worldwide
and its directors challenging the M&F Purchase as an alleged breach of fiduciary
duty and seeking, among other things, rescission of the transaction. The Company
understands that the defendants in those actions are vigorously defending the
claims and have denied both any breach of duty and that rescission is a
permissible remedy.

9.   SUBSEQUENT EVENT

     On July 2, 2001, M&F Worldwide acquired all of the shares of Las Palmas
Productions, Inc. ("EFILM"). EFILM is an operator of digital laboratories,
serving the major studios, independent filmmakers, advertisers, animators, large
format filmmakers and restoration clients. EFILM services include high
resolution scanning, laser film recording of digital video and high definition
images to film, and digital color timing. The EFILM business will be operated by
Panavision, pursuant to various employment, license and lease agreements
(together, the "EFILM Agreements") between M&F Worldwide and Panavision.
Pursuant to the EFILM Agreements, Panavision will pay M&F Worldwide (i)
approximately $1.0 million in cash annually for the employment, license and
lease obligations and (ii) a cash payment equal to the greater of (a) 90% of the
average annual EBITDA (as defined in the EFILM Agreements) of the EFILM business
over a two year Incentive Period (as defined in the EFILM Agreements) or (b)
$1.5 million, such payment to occur no earlier than 2004 and no later than 2007.



                                       11

<PAGE>

                                PANAVISION INC.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

RESULTS OF OPERATIONS

       QUARTER ENDED JUNE 30, 2001 COMPARED TO QUARTER ENDED JUNE 30, 2000

CAMERA RENTAL OPERATIONS

     Camera rental revenue for the second quarter of 2001 was $38.0 million.
Revenue increased $9.7 million, or 34.3%, compared to the second quarter of
2000. The growth was primarily driven by higher rental revenue associated with
feature film productions. The number of major studio feature films in production
increased as compared to the second quarter of 2000, in anticipation of the
possibility of strikes by the Writers Guild of America and the Screen Actors
Guild. Both of these labor negotiations were concluded at the end of the second
quarter without any labor disruption.

     The increase in features revenue in the quarter was partially offset by
lower revenues associated with television commercials, as a result of a weak
television commercial market worldwide. Exchange rate changes also adversely
affected the quarter-to-quarter comparisons by approximately $1.3 million,
reflecting the impact of weaker European and Australian currencies versus the
U.S. dollar.

     Cost of camera rental for the second quarter was $15.4 million, an increase
of $0.4 million, or 2.7%, from the second quarter of 2000, primarily due to
additional depreciation of $0.2 million resulting from the increase in the
carrying values of fixed assets recorded in connection with the M&F Purchase, as
well as slightly higher maintenance cost on rental equipment.

LIGHTING RENTAL OPERATIONS

     Lighting rental revenue for the second quarter of 2001 was $9.1 million, a
decrease of $0.1 million, or 1.1%, compared to the second quarter of 2000.
Exchange rate changes adversely affected the quarter-to-quarter comparisons by
approximately $0.7 million.

     Cost of lighting rental for the current quarter was $6.7 million, a
decrease of $0.1 million, or 1.5%, from the second quarter of 2000. This change
primarily reflects the favorable impact of translating expenses of operations
denominated in weaker currencies to the U.S. dollar.

SALES AND OTHER

     Sales and other revenue in the quarter declined $0.3 million, or 3.6%, from
the second quarter of 2000. The change reflects modest revenue growth, offset by
the impact of adverse currency changes.

OPERATING COSTS

     Selling, general and administrative expenses for the second quarter of 2001
were $16.4 million, an increase of $2.3 million from the second quarter of 2000.
The increase reflects approximately $2.4 million of additional goodwill and
intangible amortization resulting from the fair value adjustments arising from
the M&F Purchase.

     Research and development expenses for the current quarter were $1.5
million, an increase of $0.1 million, or 7.1%, from the second quarter of 2000.
The increase was primarily due to higher costs related to the development of
products for digital application.



                                       12

<PAGE>

                                PANAVISION INC.


INTEREST, TAXES AND OTHER

     Net interest expense for the second quarter of 2001 was $11.4 million, a
decrease of $0.5 million, or 4.2%, from the second quarter of 2000. The decrease
reflects lower interest rates as compared to the second quarter of 2000.

     Foreign exchange loss for the second quarter of 2001 was $0.1 million, a
decrease of $1.1 million from the second quarter of 2000. The decrease is
primarily due to lower balances which generate foreign transaction gains and
losses, and lower fluctuations in foreign exchange rates.

     Other, net for the second quarter of 2001 was $0.4 million, a decrease of
$0.7 million from the second quarter of 2000. The decrease is primarily due to
lower gains realized from the disposal of assets.

     The tax benefit was $2.1 million for the second quarter of 2001, as
compared to a tax provision of $0.9 million for the second quarter of 2000. In
connection with the M&F Purchase, the Company recorded a deferred income tax
benefit of $4.0 million, of which approximately $3.0 million resulted from the
reversal of the valuation allowance and the remaining $1.0 million resulted from
the benefit associated with domestic tax losses. The tax benefit was partially
offset by the recording of a provision relating to taxes associated with
profitable foreign operations and foreign taxes withheld at source. For the
second quarter of 2000, no corresponding tax benefit was recorded for U.S.
losses. See Note 6 of the 2000 Form 10-K for a discussion of the Tax Sharing
Agreement and Note 8 above for discussion of the new tax sharing agreement
entered into as a result of the M&F Purchase.


    SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

CAMERA RENTAL OPERATIONS

     Camera rental revenue for the six months ended June 30, 2001 was $75.0
million. Revenue increased $15.0 or 25.0%, compared to the six months ended June
30, 2000. The increase in rental revenue was primarily due to an increase in
feature film production. The number of major studio feature film starts
increased as compared to the six months ended June 30, 2000 in anticipation of
the possibility of strikes by the Writers Guild of America and the Screen Actors
Guild. Revenue growth was also the result of strong revenues for North American
series television.

     The increase in features and series television revenue for the first six
months of 2001 was partially offset by lower revenue associated with television
commercials, reflecting a weak television commercial market worldwide. Exchange
rate changes adversely affected the year-to-year comparisons by almost $2.7
million reflecting the impact of weaker European and Australian currencies
versus the U.S. dollar.

     Cost of camera rental for the six months ended June 30, 2001 was $30.4
million, a decrease of $0.2 million, or 0.7%, from the six months ended June 30,
2000, primarily reflecting lower maintenance cost on rental equipment and the
favorable impact of translating expenses of operations denominated in weaker
currencies to the U.S. dollar.

LIGHTING RENTAL OPERATIONS

     Lighting rental revenue for the six months ended June 30, 2001 was $17.0
million, a decrease of $0.1 million, or 0.6%, compared to the six months ended
June 30, 2000. Exchange rate changes adversely affected the year-to-year
comparisons by approximately $1.5 million. The revenue growth, at constant
exchange rates, primarily reflects higher revenue associated with feature films
at Lee Lighting in the U.K.



                                       13

<PAGE>

                                PANAVISION INC.


     Cost of lighting rental for the six months ended June 30, 2001 was $13.6
million, an increase of $0.4 million, or 3.0%, from the six months ended June
30, 2000. The change reflects increased costs associated with the revenue growth
at Lee Lighting.

SALES AND OTHER

     Sales and other revenue in the six months ended June 30, 2001 was $17.0
million, unchanged from the six months ended June 30, 2000. Revenue growth was
offset by the impact of adverse currency changes.

OPERATING COSTS

     Selling, general and administrative expenses for the six months ended June
30, 2001 were $30.7 million, an increase of $1.5 million, or 5.1%, as compared
to the six months ended June 30, 2000. The increase was due to approximately
$2.4 million of additional goodwill and intangible amortization resulting from
the fair value adjustments arising from the M&F Purchase.

     Research and development expenses for the six months ended June 30, 2001
were $3.0 million, a decrease of $0.2 million, or 6.3%, from the six months
ended June 30, 2000. The decrease was due primarily to lower costs related to
the development of products for digital application.

INTEREST, TAXES AND OTHER

     Net interest expense for the six months ended June 30, 2001 was $23.3
million, a decrease of $0.1 million, or 0.4%, as compared to the six months
ended June 30, 2000. The decrease primarily reflects a small increase in
interest income as compared to the six months ended June 30, 2000.

     Foreign exchange loss for the six months ended June 30, 2001 was $1.0
million, a decrease of $0.7 million from the six months ended June 30, 2000. The
decrease is primarily due to lower balances which generate foreign transaction
gains and losses, and lower fluctuations in foreign exchange rates.

     The tax benefit was $1.5 million for the six months ended June 30, 2001, as
compared to a tax provision of $1.5 million for the six months ended June 30,
2000. In connection with the M&F Purchase, the Company recorded a deferred
income tax benefit of $4.0 million, of which approximately $3.0 million resulted
from the reversal of the valuation allowance and the remaining $1.0 million
resulted from the benefit associated with domestic tax losses. The tax benefit
was partially offset by the recording of a provision relating to taxes
associated with profitable foreign operations and foreign taxes withheld at
source. For the six months ended June 30, 2000, no corresponding tax benefit was
recorded for U.S. losses. See Note 6 of the 2000 Form 10-K for a discussion of
the Tax Sharing Agreement and Note 8 above for discussion of the new Tax Sharing
Agreement entered into as a result of the M&F Purchase.

LIQUIDITY AND CAPITAL RESOURCES

     The following table sets forth certain information from the Company's
Condensed Consolidated Statements of Cash Flows for the periods indicated (in
thousands):

                                                          SIX MONTHS
                                                         ENDED JUNE 30,
                                                   -------------------------
                                                     2001             2000
                                                   --------         --------
     Net cash provided by (used in):
     Operating activities...................    $    24,614     $    11,334
     Investing activities...................        (12,708)        (19,160)
     Financing activities...................         (8,954)          3,650




                                       14

<PAGE>


                                PANAVISION INC.


     Cash provided by operating activities, for the six months ended June 30,
2001, totaled $24.6 million comprised of the net loss of $0.4 million, adjusted
for depreciation and amortization of $21.7 million and the amortization of the
discount on the Notes of $9.5 million, offset by the net change in working
capital (excluding cash) and other miscellaneous items totaling $6.2 million.
Total investing activities of $12.7 million included $13.5 million of capital
expenditures, offset by $0.8 million in proceeds received from the disposition
of fixed assets. The majority of the capital expenditures were used to
manufacture camera rental systems and accessories. Cash used in financing
activities was $9.0 million, primarily reflecting a decrease in net borrowings
under the Credit Agreement.

     Cash provided by operating activities, for the six months ended June 30,
2000, totaled $11.3 million comprised of the net loss of $17.6 million, adjusted
for depreciation and amortization of $ 18.7 million and the amortization of the
discount on the Notes of $8.6 million, offset by the net change in working
capital (excluding cash) and other miscellaneous items totaling $1.6 million.
Total investing activities of $19.2 million included $19.6 million of capital
expenditures, offset by $0.4 million in proceeds received from the disposition
of fixed assets. The majority of the capital expenditures were used to
manufacture camera rental systems and accessories. Cash provided by financing
activities was $3.7 million, primarily reflecting an increase in net borrowings
under the Credit Agreement.

     As of June 30, 2001, amounts outstanding under the Credit Agreement were
$208.3 million and $81.0 million for the term facilities and revolving facility,
respectively. The revolver is a six-year facility with a maximum aggregate
principal amount of $100.0 million. The Company had outstanding subordinated
notes (the "Notes") of approximately $206.3 million (exclusive of a step-up in
basis of $3.8 million recorded in connection with the M&F Purchase).

     The Company intends to use the cash provided by operating activities to
make additional capital expenditures to manufacture camera systems and
accessories and purchase other rental equipment. Although there can be no
assurance, the Company believes that its existing working capital together with
borrowings under the Credit Agreement and anticipated cash flow from operating
activities will be sufficient to meet its expected operating and capital
spending requirements for the foreseeable future. The Company will not be
required to pay interest on the Notes until August 1, 2002, which management
believes will assist the Company in implementing its strategy of investing its
excess cash in the development of new camera systems.

     On April 19, 2001, M&F Worldwide Corp. ("M&F Worldwide") and PX Holding
Corporation, a wholly owned subsidiary of Mafco Holdings Inc. ("Mafco
Holdings"), announced that, pursuant to a stock purchase agreement, M&F
Worldwide purchased all 7,320,225 shares of the Company's Common stock held by
PX Holding Corporation (the "M&F Purchase"). The shares purchased constitute
approximately 83.5% of the Company's outstanding shares.

     At the closing of the M&F Purchase, Ronald O. Perelman, the sole owner of
Mafco Holdings, delivered a letter to M&F Worldwide in which Mr. Perelman agreed
that, if M&F Worldwide determines in its good faith reasonable judgment that
Panavision is unable to make required payments of principal or interest under
its bank credit facilities or senior subordinated notes, he or corporations
under his control will provide such financial support to M&F Worldwide as may be
required by Panavision in connection with such payments of principal and
interest. The financial support from Mr. Perelman will be in an amount as M&F
Worldwide determines. However, there can be no assurance that M&F Worldwide will
make such determination or if such determination is made, whether such
determination will be adequate and timely in order to meet the Company's needs,
if such needs arise. Any follow-through investment by M&F Worldwide in
Panavision would be on terms to be agreed between M&F Worldwide and Panavision.
Also at closing of the M&F Purchase, Mafco Holdings delivered a letter to M&F
Worldwide pursuant to which Mafco Holdings agreed that it or corporations under
its control will disburse to M&F Worldwide an



                                       15

<PAGE>


                                PANAVISION INC.


aggregate amount of $10.0 million to be invested by M&F Worldwide in Panavision
(the "M&F Investment") if Panavision is unable to make required payments of
principal or interest under its bank credit facilities or senior subordinated
notes, but in any event no later than December 31, 2001. Concurrently, M&F
Worldwide delivered to Panavision a letter pursuant to which M&F Worldwide
agreed that it would make available to Panavision an aggregate amount of $10.0
million, as required by Panavision to make payments of principal or interest
under its bank credit facilities or senior subordinated notes, but in any event
no later than December 31, 2001, in exchange for subordinated debt, common stock
or voting preferred stock of Panavision. The M&F Investment is conditioned upon
M&F Worldwide having previously received an equivalent cash amount pursuant to
its letter agreement with Mafco Holdings. Without the support described above,
Panavision anticipates that, in order to pay the principal amount at maturity of
the Notes or upon the occurrence of an Event of Default (as defined in the
Notes), to redeem the Notes or to repurchase the Notes upon the occurrence of a
Change of Control (as defined in the Notes), Panavision will be required to
adopt one or more alternatives to raise capital, such as seeking capital
contributions or loans from its affiliates, refinancing its indebtedness or
selling its equity securities. Except as noted above, none of the affiliates of
the Company will be required to make any capital contributions or other payments
to the Company with respect to the Company's obligations on the Notes, and the
obligations of the Company with respect to the Notes will not be guaranteed by
any affiliate of the Company or any other person. There can be no assurance that
any of the foregoing actions could be effected on satisfactory terms, that they
would be sufficient to enable the Company to make any payments in respect of the
Notes when required or that any of such actions would be permitted by the terms
of the Indenture or the debt instruments of Panavision then in effect.

     Eight shareholders of M&F Worldwide have brought suit against M&F Worldwide
and its directors challenging the M&F Purchase as an alleged breach of fiduciary
duty and seeking, among other things, rescission of the transaction. The Company
understands that the defendants in those actions are vigorously defending the
claims and have denied both any breach of duty and that rescission is a
permissible remedy.

     Panavision is a holding company whose only material asset is the ownership
interest in its subsidiaries. Panavision's principal business operations are
conducted by its subsidiaries, and Panavision has no operations of its own.
Accordingly, Panavision's only source of cash to pay its obligations is expected
to be distributions with respect to its ownership interests in its subsidiaries.
There can be no assurance that Panavision's subsidiaries will generate
sufficient cash flow to pay dividends or distribute funds to Panavision or that
applicable state law and contractual restrictions, including negative covenants
contained in the debt instruments of such subsidiaries, will permit such
dividends or distributions.

FORWARD-LOOKING STATEMENTS

     This quarterly report on Form 10-Q for the period ended June 30, 2001, as
well as certain of the Company's other public documents and statements and oral
statements contain forward-looking statements that reflect management's current
assumptions and estimates of future performance and economic conditions. Such
statements are made in reliance upon safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The Company cautions investors that
any forward-looking statements are subject to risks and uncertainties that may
cause actual results and future trends to differ materially from those
projected, stated, or implied by the forward-looking statements.

     In addition to factors described in the Company's Securities and Exchange
Commission filings and others, the following factors could cause the Company's
actual results to differ materially from those expressed in any forward-looking
statements made by the Company: (a) a significant reduction in the number of
feature film, commercial and series television productions; (b) competitive
pressures arising from changes in technology, customer requirements and industry
standards; (c) an increase in expenses related to new product initiatives and
product development efforts; (d) unfavorable foreign currency fluctuations; (e)
significant increases in interest rates; (f) lower than expected cash flows from
operations;



                                       16

<PAGE>

                                PANAVISION INC.


and (g) the inability to secure capital contributions or loans from affiliates,
refinance its indebtedness or sell its equity securities. The Company assumes no
responsibility to update the forward-looking statements contained in this
filing.

     Panavision is a leading designer and manufacturer of high-precision camera
systems, comprising cameras, lenses and accessories for the motion picture and
television industries. Panavision systems are rented through its domestic and
international owned-and-operated facilities and agent network.






                                       17

<PAGE>

                                 PANAVISION INC.


                                     PART II


ITEM 1.  LEGAL PROCEEDINGS
         No material legal proceedings are pending.

ITEM 2.  CHANGES IN SECURITIES
         There were no modifications made to the rights of stockholders of any
         class of securities during the quarter ended June 30, 2001.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         There were no events of default upon senior securities during the
         quarter ended June 30, 2001.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a)      The Company's Annual Meeting of Stockholders was held on May 24, 2001.
(b)      Item not required to be presented.
(c)      At the Annual Meeting of Stockholders, the following matters were voted
         upon: the election of eight persons to the Board of Directors of the
         Company and the ratification of the selection of Ernst & Young LLP, as
         independent auditors for the Company for the fiscal year ending
         December 31, 2001. The results of the voting on matters presented at
         the Company's Annual Meeting of Stockholders were as follows:

          DESCRIPTION               VOTES FOR      VOTES WITHHELD
          -----------               ---------      --------------
          ELECTION OF DIRECTORS:
          Ronald O. Perelman        8,594,950          17,900
          Philip E. Beekman         8,595,407          17,443
          Donald G. Drapkin         8,595,357          17,493
          John S. Farrand           8,595,367          17,483
          Edward Grebow             8,595,365          17,485
          James R. Maher            8,595,361          17,489
          Martin D. Payson          8,595,361          17,489
          Kenneth Ziffren           8,595,365          17,485

          There were no abstentions or broker non-votes on the election of
          Directors.

<TABLE>
<CAPTION>
          DESCRIPTION               VOTES FOR      VOTES AGAINST     ABSTENTIONS      BROKER NON-VOTES
          -----------               ---------      -------------     -----------      ----------------
         <S>                       <C>                <C>               <C>                   <C>
          Ratification of the
          Appointment of Ernst
          & Young LLP               8,597,557          13,353            1,940                 0
</TABLE>

ITEM 5.    OTHER INFORMATION
           No additional information need be presented.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
(a)        Exhibits - None
(b)        There were no Current Reports on Form 8-K filed in the second quarter
           of 2001.



                                       18

<PAGE>

                                 PANAVISION INC.


                                   SIGNATURES


     PURSUANT TO THE REQUIREMENTS 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.

                                       PANAVISION INC.



Date:      August 10, 2001            By:           /S/ JOHN S. FARRAND
      -------------------------          ---------------------------------------
                                                      John S. Farrand
                                           President and Chief Executive Officer
                                                       and Director



Date:      August 10, 2001            By:          /S/ SCOTT L. SEYBOLD
      -------------------------          ---------------------------------------
                                                     Scott L. Seybold
                                               Executive Vice President and
                                                 Chief Financial Officer