SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 8-K

                               Current Report
                     Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 29, 2002 (July 26, 2002)


                           M & F Worldwide Corp.
------------------------------------------------------------------------------
           (Exact Name of Registrant as specified in its Charter)


         Delaware                     001-13780                02-0423416
-------------------------------------------------------------------------------
 (State or other jurisdiction      (Commission File No.)   (I.R.S. Employer
  of incorporation)                                        Identification No.)


35 East 62nd Street
New York, New York                                            10021
-------------------------------------------------------------------------------
(Address of Principal  Executive Offices)                   (Zip Code)


Registrant's telephone number, including area code:      (212) 572-8600
                                                     --------------------------


                                    N/A
-------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)




Item 5.  Other Events.

         On July 26, 2002, the Company entered into a settlement agreement
pursuant to which the parties agreed to settle and dismiss a consolidated
derivative and class action, In re M & F Worldwide Corp. Shareholder
Litigation, and a derivative action, Furtherfield Partners, et al. v.
Ronald O. Perelman, relating to the acquisition by the Company of 7,320,225
shares of common stock (the "Shares"), par value $.01 per share, of
Panavision Inc., a Delaware corporation ("Panavision"), from PX Holding
Corporation, a Delaware corporation ("PX Holding"). The settlement is
subject to approval by the Delaware Chancery Court following a settlement
hearing. Under the terms of the settlement agreement, Mafco Holdings Inc.,
a Delaware corporation ("Mafco Holdings") and the direct parent of PX
Holding, will reacquire from the Company the Shares previously held by PX
Holding. In addition, under the terms of the settlement, Mafco Holdings
will acquire from the Company 1,381,690 shares of Series A Non-Cumulative
Perpetual Participating Preferred Stock, par value $.01 per share, of
Panavision, $11,420,000 principal amount of 9-5/8% Senior Subordinated
Discount Notes Due 2006 of Panavision (the "Panavision Notes") and a $6.7
million promissory note issued by Panavision. The Company will receive
aggregate consideration including 1,500,000 shares of its Common Stock,
6,848,820 shares of its Series B Non-Cumulative Perpetual Participating
Preferred Stock, par value $.01 per share, and a net cash payment of
$90,087,050 plus accrued interest on the Panavision Notes. The press
release is attached hereto as Exhibit 99.1 and is incorporated in its
entirety herein by reference. The settlement agreement is attached hereto
as Exhibit 99.2 and is incorporated in its entirety herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits.

             The following Exhibits are filed as part of this report:

         99.1     M & F Worldwide Corp. Press Release, dated July 29, 2002

         99.2     Settlement Agreement, dated July 26, 2002


                                 SIGNATURE

         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 hereunto duly authorized.

Date:  July 29, 2002

                                             M & F WORLDWIDE CORP.


                                             By:  /s/ Glenn P. Dickes
                                                  ---------------------------
                                                  Name:  Glenn P. Dickes
                                                  Title: Secretary




                               EXHIBIT INDEX


Exhibit No.    Document

99.1           M & F Worldwide Corp. Press Release, dated July 29, 2002

99.2           Settlement Agreement, dated July 26, 2002
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{"company-data": {"conformed-name": "M & F WORLDWIDE CORP", "cik": "0000945235", "assigned-sic": "3728", "irs-number": "020423416", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13780", "film-number": "02713485"}, "business-address": {"street1": "35 E 62ND ST", "city": "NEW YUORK", "state": "NY", "zip": "10021", "phone": "2125728600"}, "mail-address": {"street1": "35 EAST 62ND STREET", "city": "NEW YORK", "state": "NY", "zip": "10021"}}
SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 8-K

                               Current Report
                     Pursuant to Section 13 or 15(d) of
                    The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2002 (July 26, 2002)

                           M & F Worldwide Corp.
------------------------------------------------------------------------------
           (Exact Name of Registrant as specified in its Charter)

         Delaware                     001-13780                02-0423416
-------------------------------------------------------------------------------
 (State or other jurisdiction      (Commission File No.)   (I.R.S. Employer
  of incorporation)                                        Identification No.)

35 East 62nd Street
New York, New York                                            10021
-------------------------------------------------------------------------------
(Address of Principal  Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code:      (212) 572-8600
                                                     --------------------------

                                    N/A
-------------------------------------------------------------------------------
       (Former name or former address, if changed since last report)

Item 5.  Other Events.

         On July 26, 2002, the Company entered into a settlement agreement
pursuant to which the parties agreed to settle and dismiss a consolidated
derivative and class action, In re M & F Worldwide Corp. Shareholder
Litigation, and a derivative action, Furtherfield Partners, et al. v.
Ronald O. Perelman, relating to the acquisition by the Company of 7,320,225
shares of common stock (the "Shares"), par value $.01 per share, of
Panavision Inc., a Delaware corporation ("Panavision"), from PX Holding
Corporation, a Delaware corporation ("PX Holding"). The settlement is
subject to approval by the Delaware Chancery Court following a settlement
hearing. Under the terms of the settlement agreement, Mafco Holdings Inc.,
a Delaware corporation ("Mafco Holdings") and the direct parent of PX
Holding, will reacquire from the Company the Shares previously held by PX
Holding. In addition, under the terms of the settlement, Mafco Holdings
will acquire from the Company 1,381,690 shares of Series A Non-Cumulative
Perpetual Participating Preferred Stock, par value $.01 per share, of
Panavision, $11,420,000 principal amount of 9-5/8% Senior Subordinated
Discount Notes Due 2006 of Panavision (the "Panavision Notes") and a $6.7
million promissory note issued by Panavision. The Company will receive
aggregate consideration including 1,500,000 shares of its Common Stock,
6,848,820 shares of its Series B Non-Cumulative Perpetual Participating
Preferred Stock, par value $.01 per share, and a net cash payment of
$90,087,050 plus accrued interest on the Panavision Notes. The press
release is attached hereto as Exhibit 99.1 and is incorporated in its
entirety herein by reference. The settlement agreement is attached hereto
as Exhibit 99.2 and is incorporated in its entirety herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c) Exhibits.

             The following Exhibits are filed as part of this report:

         99.1     M & F Worldwide Corp. Press Release, dated July 29, 2002

         99.2     Settlement Agreement, dated July 26, 2002

                                 SIGNATURE

         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 hereunto duly authorized.

Date:  July 29, 2002

                                             M & F WORLDWIDE CORP.

                                             By:  /s/ Glenn P. Dickes
                                                  ---------------------------
                                                  Name:  Glenn P. Dickes
                                                  Title: Secretary

                               EXHIBIT INDEX

Exhibit No.    Document

99.1           M & F Worldwide Corp. Press Release, dated July 29, 2002

99.2           Settlement Agreement, dated July 26, 2002