As filed with the Securities and Exchange Commission on July 28, 1997

                                        Registration No. 333-
=======================================================================
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549


                               FORM S-8
                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933



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

Delaware                                           04-1734655
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                Identification Number)

                           -------------------------
                            549 Technology Square
                          Cambridge, Massachusetts
                                   02139
                                (617) 386-2000

(Address, including zip code, of Registrant's principal executive office)


                             Polaroid Corporation
                     Polaroid Profit Sharing Retirement Plan
                            (Full title of the Plan)


                           Thomas M. Lemberg, Esq.
                           Senior Vice President,
                        General Counsel and Secretary
                            Polaroid Corporation
                            549 Technology Square
                        Cambridge, Massachusetts 02139
                                 (617) 386-2000

(Name, address, including zip code, and telephone number, including
         area code, of Registrant's agent for service)



Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.


                      CALCULATION OF REGISTRATION FEE
=======================================================================
Title of each   | Amount to be |  Proposed  |  Proposed  | Amount of
class of        | registered   |  maximum   |  maximum   | registration
securities to   |              |  offering  |  aggregate |     fee
be registered   |              |  price per | offering   |
                |              |  unit (a)  |  price (a) |
-----------------------------------------------------------------------
Common Stock,   |              |            |            |
$1.00 par value | 300,000      |            |            |
per share (b)(c)| shares       |  $57.969   | $17,390,700|    $5,270
=======================================================================
(a)  Only for the purpose of calculating the registration fee.  In
  accordance with Rule 457(c), the price shown is based on the average
  of the high and low sale prices on the New York Stock Exchange, Inc.
  on July 21, 1997 for securities of the same class as those to be
  delivered.

(b)  Represents Common Stock to be issued under the Polaroid Profit
  Sharing Retirement Plan.

(c)  In addition, pursuant to Rule 416(c) under the Securities Act of
  1933, this registration statement also covers an indeterminate
  amount of interests to be offered or sold pursuant to the employee
  benefit plan described herein.
=======================================================================

<PAGE>

                                PART I

Item 1.   Plan Information
     Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information
     Not required to be filed with this Registration Statement.

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The documents listed below are or have been filed by Polaroid
     Corporation (the "Company"), and the Polaroid Profit Sharing
     Retirement Plan (the "Plan"), with the Securities and Exchange
     Commission (the "Commission") and are incorporated herein by
     reference:
     
     a)   Quarterly Report on Form 10-Q for the quarter ended March 30,
          1997, dated May 12, 1997.
     b)   Annual Report on Form 10-K for the fiscal year ended December 31,
          1996, dated March 20, 1997.
     c)   The description of the Company's Common Stock set forth in its
          Registration Statement on Form 10, and any amendment or report filed
          pursuant to Section 12 of the Securities and Exchange Act of 1934 (the
          "Exchange Act") for the purpose of updating that description.
     d)   All other reports filed by the Company pursuant to Sections 13(a)
          or 15(d) of the Exchange Act since December 31, 1996.
          
     e)   The Annual Report on Form 11-K of the Plan for the year ended
          December 31, 1996 (filed concurrently with this Registration
          Statement).


     All documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the termination
of the offering of the Securities offered hereby shall be deemed to be
incorporated by reference into this Registration Statement and are a
part hereof from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.



Item 4.   Description of Securities

     Not Applicable.



Item 5. Interests of Named Experts and Counsel

    Certain legal matters in connection with any original issuance of
    Common Stock offered hereby are being passed upon for the Company
    by Thomas M. Lemberg, Esq., Senior Vice President, General
    Counsel and Secretary of the Company.  As a result of Mr.
    Lemberg's participation in the Polaroid 1993 Stock Incentive
    Plan, he currently owns options to purchase 60,400 shares of
    Common Stock.  None of these options are currently exercisable.
    



                              -2-
<PAGE>



Item 6.   Indemnification of Directors and Officers

     As permitted by Section 102 of the Delaware General Corporation
     Law (the "DGCL"), the Company's Restated Certificate of
     Incorporation eliminates a director's personal liability for
     monetary damages to the Company and its stockholders arising from
     a breach of a director's fiduciary duty, except for liability
     with respect to an illegal dividend or stock repurchase or
     liability for a breach of the director's duty of loyalty to the
     Company or its stockholders, for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing
     violation of law or for any transaction in which the director
     derived an improper personal benefit.  The effect of this
     provision in the Certificate of Incorporation is to eliminate the
     rights of the Company and its stockholders (through stockholders'
     derivative suits on behalf of the Company) to recover monetary
     damages against a director for breach of fiduciary duty as a
     director (including breaches resulting from negligent or grossly
     negligent behavior) except in the situations described above.
     
     The Company's By-Laws provide that, to the extent not
     inconsistent with Delaware or other applicable law in effect from
     time to time, the Company shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action
     by or in the right of the Company) by reason of the fact that he
     or she is or was a director, officer, employee or agent of the
     Company or is or was serving at the request of the Company as a
     director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, against
     expenses (including attorney's fees), judgments, fines and
     amounts paid in settlement actually and reasonably incurred by
     him or her in connection with such action, suit or proceeding if
     he or she acted in good faith and in a manner he or she
     reasonably believed to be in, or not opposed to, the best
     interests of the Company, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.
     
     The Company's By-Laws also provide that, to the extent not
     inconsistent with Delaware or other applicable law in effect from
     time to time, the Company shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     Company to procure a judgment in its favor by reason of the fact
     that such person acted in any of the capacities set forth above,
     against expenses (including attorney's fees) actually and
     reasonably incurred by him or her in connection with the defense
     or settlement of such action or suit if he or she acted under
     similar standards, except that no indemnification shall be made
     in respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the Company unless and
     only to the extent that the Court of Chancery or the court in
     which such action or suit was brought shall determine that
     despite the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the court shall
     deem proper.
     
     Generally, a director will be entitled to be indemnified against
     a claim if a majority of the directors who are not parties to the
     relevant legal proceedings, independent legal counsel or the
     stockholders determine that the director acted under such
     standards.
     
     The Company's By-Laws further provide that to the extent that a
     director, officer, employee or agent of the Company has been
     successful on the merits or otherwise in defense of any action,
     suit or proceeding referred to above or in defense of any claim,
     issue or matter therein, he or she shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably
     incurred by him or her in connection therewith; that the
     indemnification provided for by the By-Laws shall not be deemed
     exclusive of any other rights to which the indemnified party may
     be entitled; and that the Company is empowered to purchase and
     maintain insurance on behalf of a person who is or was acting in
     any of the capacities set forth above against any liability
     asserted against him or her and incurred by him or her in any
     such capacity, or arising out of his status as such, whether or
     not the Company would have the power to indemnify him or her
     against such Liabilities under the By-Laws.
     
     Section 145 of the DGCL similarly provides for indemnification by
     the Company of its directors and officers and certain other
     persons.
     
     
     


                              -3-
<PAGE>


     
     
     The Company maintains policies of insurance under which
     directors, officers and certain employees of the Company and its
     subsidiaries are insured, subject to certain specific exclusions
     and deductible maximum amounts, against loss arising from any
     civil claim which may be made against them, or any of them,
     arising out of any misstatement, misleading statement, omission
     or other act done or alleged to have been done, or wrongfully
     attempted, while acting in their representative capacities.
     


Item 7. Exemption from Registration Claimed

      Not applicable



Item 8.   Exhibits

  The following exhibits are filed as part of this Registration
Statement:

  4.1(a)      Amendment to Polaroid Corporation Restated Certificate
               of Incorporation as of June 2, 1989.  (The Amendment to
               the Restated Certificate of Incorporation filed as
               Exhibit 3.1(d) to Polaroid Corporation Form 10-K (the
               "10-K") for the year ended December 31, 1996 is hereby
               incorporated herein by reference.)
               
  4.1(b)      Amendment to Polaroid Corporation Restated Certificate
               of Incorporation (Certificate of Designation of Series
               D Cumulative Convertible Preferred Stock) as of October
               31, 1991.  (The Amendment to the Restated Certificate
               of Incorporation filed as Exhibit 3.1(e) to Polaroid
               Corporation Form 10-K is hereby incorporated herein by
               reference.)
               
  4.1(c)      Amendment to Polaroid Corporation Restated Certificate
               of Incorporation (Certificates of Elimination of Series
               B Cumulative Convertible Preferred Stock and Series C
               Cumulative Convertible Pay-In-Kind Preferred Stock) as
               of October 31, 1991.  (The Amendment to the Restated
               Certificate of Incorporation filed as Exhibit 3.1(f) to
               Polaroid Corporation Form 10-K is hereby incorporated
               herein by reference.)
               
  4.2         By-Laws of Polaroid Corporation amended and restated as
               of February 1, 1994.  (The By-Laws amended and restated
               filed as Exhibit 3.2 to Polaroid Corporation Form 10-K
               are hereby incorporated herein by reference.)
               
  4.3(a)      Rights Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The Rights Agreement
               filed as Exhibit 4.1 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  4.3(b)      First Amendment dated as of August 16, 1988 to Rights
               Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The First Amendment
               filed as Exhibit 4.2 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  4.3(c)      Second Amendment dated as of September 14, 1988 to
               Rights Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The Second Amendment
               filed as Exhibit 4.3 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  4.3(d)      Supplemental Rights Agreement and Third Amendment dated
               as of January 30, 1989 to Rights Agreement dated as of
               September 9, 1986 between Polaroid Corporation and
               Morgan Shareholder Services Trust Company, as Rights
               Agent.  (The Supplemental Rights Agreement and Third
               Amendment filed as Exhibit 4.4 to Polaroid Corporation
               Form 10-K is hereby incorporated herein by reference.)
               
  4.3(e)      Fourth Amendment dated as of February 21, 1989 to
               Rights Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The Fourth Amendment
               filed as Exhibit 4.5 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  
  


                              -4-
<PAGE>


  
  
  4.3(f)      Supplemental Rights Agreement and Fifth Amendment
               dated as of October 7, 1991 to the Rights Agreement
               dated as of September 9, 1986 between Polaroid
               Corporation and First Chicago Trust Company (as
               successor to Morgan Shareholder Services Trust
               Company), as Rights Agent.  (The Supplemental Rights
               Agreement and Fifth Amendment filed as Exhibit 4.6 to
               Polaroid Corporation Form 10-K is hereby incorporated
               herein by reference.)
               
  4.3(g)      Sixth Amendment (previously designated as the Fifth
               Amendment) dated as of March 23, 1993 to the Rights
               Agreement dated as of September 9, 1986 between
               Polaroid Corporation and First Chicago Trust Company,
               as Rights Agent.  (The Sixth Amendment (previously
               designated as the Fifth Amendment) filed as Exhibit 4.7
               to Polaroid Corporation's Form 10-K is hereby
               incorporated herein by reference.)
               
  4.3(h)      Amendment dated as of June 30, 1993 to the Fifth
               Amendment dated as of March 23, 1993 to the Rights
               Agreement dated as of September 9, 1986 between
               Polaroid Corporation and First Chicago Trust Company,
               as Rights Agent.  (The Amendment to the Sixth Amendment
               filed as Exhibit 4.8 to Polaroid Corporation's Form 10-
               K (Supplemental to Amendment No. 5 and redesignation
               thereof as Amendment No. 6 to the Form 8-A filed on
               September 15, 1986) is hereby incorporated herein by
               reference.)
               
  4.4         Indenture dated as of December 15, 1991 between
               Polaroid Corporation and The First National Bank of
               Boston, as Trustee, including form of Note.  (The
               Indenture filed as Exhibit 4.9 to Polaroid Corporation
               Form 10-K is hereby incorporated herein by reference.)
               
  4.5         Indenture dated as of January 9, 1997 between Polaroid
               Corporation and State Street Bank and Trust Company, as
               Trustee, including Form of Note.  (The Indenture filed
               as Exhibit 4 to Polaroid Corporation Form 10-Q for the
               quarter ended March 30, 1997, dated May 12, 1997 is
               hereby incorporated herein by reference.
               
  4.6         The Polaroid Profit Sharing Retirement Plan, effective
               January 1, 1996.
               
  5           Opinion of Thomas M. Lemberg regarding the legality of
               original issuance of the Common Stock.
               
  15          Letter from KPMG Peat Marwick LLP regarding unaudited
               interim financial information. 

  23.1        Consent of KPMG Peat Marwick LLP.
               
  23.2        Consent of Thomas M. Lemberg (included in Exhibit 5.)
               
  24          Power of Attorney .
               








                              -5-
<PAGE>




Item 9.   Undertakings

The undersigned Registrant hereby undertakes: (1)  To file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement;

  (i)  to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

    (ii)  to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and

   (iii)  to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference into this
Registration Statement).

(2)  That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(4)  That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and each filing of the
Plans annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(6)  The undersigned registrant hereby undertakes to submit the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue
Code.





                              -6-
<PAGE>




                             SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge,
Commonwealth of Massachusetts, on this 28th day of July, 1997.



                                     Polaroid Corporation
                                           (Registrant)
                                
                                
                                By /s/ Gary T. DiCamillo
                                ------------------------------
                                     Gary T. DiCamillo
                                     Chairman of the Board  and
                                     Chief Executive Officer


  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as indicated this 28th day of July, 1997.



     Signature                               Title
     ---------                               -----

/s/ Gary T. DiCamillo                    Chairman of the Board,
--------------------------               Chief Executive Officer and Director
Gary T. DiCamillo                        (principal executive officer)

/s/ William J. O'Neill, Jr.               Executive Vice President
--------------------------                and Chief Financial Officer
*William J. O'Neill, Jr.                  (principal finance officer)
   (Attorney in Fact)

/s/ Carl L. Lueders                       Vice President and
--------------------------                Controller
Carl L. Lueders                           (principal accounting officer)

____________*______________               Director
Ralph Gomory

____________*______________               Director
Frank S. Jones

____________*______________               Director
John W. Loose

____________*______________               Director
Albin F. Moschner

____________*______________               Director
Kenneth H. Olsen

____________*______________               Director
Ronald F. Olsen

____________*______________               Director
Ralph Z. Sorenson





                              -7-
<PAGE>




____________*______________                Director
Delbert C. Staley

____________*______________                Director
Bernee D.L. Strom

____________*______________                Director
Alfred M. Zeien

* William J. O'Neill signed as Attorney in Fact



  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Cambridge, State of Massachusetts, on the 28th day of July, 1997.



                              POLAROID PROFIT SHARING RETIREMENT PLAN
                              
                              
                              
                              /s/ Joseph G. Parham, Jr.
                              ------------------------------------
                              Joseph G. Parham, Jr.
                              Chairman
                              Total Compensation Policy Committee






                              -8-
<PAGE>


                          INDEX TO EXHIBITS


Exhibit Number           Description
4.1(a)                   Amendment to Polaroid Corporation Restated
                         Certificate of Incorporation as of June 2,
                         1989.  (The Amendment to the Restated
                         Certificate of Incorporation filed as Exhibit
                         3.1(d) to Polaroid Corporation Form 10-K (the
                         "10-K") for the year ended December 31, 1996
                         is hereby incorporated herein by reference.)

4.1(b)                   Amendment to Polaroid Corporation Restated
                         Certificate of Incorporation (Certificate of
                         Designation of Series D Cumulative
                         Convertible Preferred Stock) as of October
                         31, 1991.  (The Amendment to the Restated
                         Certificate of Incorporation filed as Exhibit
                         3.1(e) to Polaroid Corporation Form 10-K is
                         hereby incorporated herein by reference.)

4.1(c)                   Amendment to Polaroid Corporation Restated
                         Certificate of Incorporation (Certificates of
                         Elimination of Series B Cumulative
                         Convertible Preferred Stock and Series C
                         Cumulative Convertible Pay-In-Kind Preferred
                         Stock) as of October 31, 1991.  (The
                         Amendment to the Restated Certificate of
                         Incorporation filed as Exhibit 3.1(f) to
                         Polaroid Corporation Form 10-K is hereby
                         incorporated herein by reference.)

4.2                      By-Laws of Polaroid Corporation amended and
                         restated as of February 1, 1994.  (The By-
                         Laws amended and restated filed as Exhibit
                         3.2 to Polaroid Corporation Form 10-K are
                         hereby incorporated herein by reference.)
  
4.3(a)                   Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and Morgan
                         Shareholder Services Trust Company, as Rights
                         Agent.  (The Rights Agreement filed as
                         Exhibit 4.1 to Polaroid Corporation Form 10-K
                         is hereby incorporated herein by reference.)

4.3(b)                   First Amendment dated as of August 16, 1988
                         to Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and Morgan
                         Shareholder Services Trust Company, as Rights
                         Agent.  (The First Amendment filed as Exhibit
                         4.2 to Polaroid Corporation Form 10-K is
                         hereby incorporated herein by reference.)

4.3(c)                   Second Amendment dated as of September 14,
                         1988 to Rights Agreement dated as of
                         September 9, 1986 between Polaroid
                         Corporation and Morgan Shareholder Services
                         Trust Company, as Rights Agent.  (The Second
                         Amendment filed as Exhibit 4.3 to Polaroid
                         Corporation Form 10-K is hereby incorporated
                         herein by reference.)

4.3(d)                   Supplemental Rights Agreement and Third
                         Amendment dated as of January 30, 1989 to
                         Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and Morgan
                         Shareholder Services Trust Company, as Rights
                         Agent.  (The Supplemental Rights Agreement
                         and Third Amendment filed as Exhibit 4.4 to
                         Polaroid Corporation Form 10-K is hereby
                         incorporated herein by reference.)




                              -9-
<PAGE>



4.3(e)                   Fourth Amendment dated as of February 21,
                         1989 to Rights Agreement dated as of
                         September 9, 1986 between Polaroid
                         Corporation and Morgan Shareholder Services
                         Trust Company, as Rights Agent.  (The Fourth
                         Amendment filed as Exhibit 4.5 to Polaroid
                         Corporation Form 10-K is hereby incorporated
                         herein by reference.)

4.3(f)                   Supplemental Rights Agreement and Fifth
                         Amendment dated as of October 7, 1991 to the
                         Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and First
                         Chicago Trust Company (as successor to Morgan
                         Shareholder Services Trust Company), as
                         Rights Agent.  (The Supplemental Rights
                         Agreement and Fifth Amendment filed as
                         Exhibit 4.6 to Polaroid Corporation Form 10-K
                         is hereby incorporated herein by reference.)

4.3(g)                   Sixth Amendment (previously designated as the
                         Fifth Amendment) dated as of March 23, 1993
                         to the Rights Agreement dated as of September
                         9, 1986 between Polaroid Corporation and
                         First Chicago Trust Company, as Rights Agent.
                         (The Sixth Amendment (previously designated
                         as the Fifth Amendment) filed as Exhibit 4.7
                         to Polaroid Corporation's Form 10-K is hereby
                         incorporated herein by reference.)

4.3(h)                   Amendment dated as of June 30, 1993 to the
                         Fifth Amendment dated as of March 23, 1993 to
                         the Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and First
                         Chicago Trust Company, as Rights Agent.  (The
                         Amendment to the Sixth Amendment filed as
                         Exhibit 4.8 to Polaroid Corporation's Form 10-
                         K (Supplemental to Amendment No. 5 and
                         redesignation thereof as Amendment No. 6 to
                         the Form 8-A filed on September 15, 1986) is
                         hereby incorporated herein by reference.)

4.4                      Indenture dated as of December 15, 1991
                         between Polaroid Corporation and The First
                         National Bank of Boston, as Trustee,
                         including form of Note.  (The Indenture filed
                         as Exhibit 4.9 to Polaroid Corporation Form
                         10-K is hereby incorporated herein by
                         reference.)

4.5                      Indenture dated as of January 9, 1997 between
                         Polaroid Corporation and State Street Bank
                         and Trust Company, as Trustee, including Form
                         of Note.  (The Indenture filed as Exhibit 4
                         to Polaroid Corporation Form 10-Q for the
                         quarter ended March 30, 1997, dated May 12,
                         1997 is hereby incorporated herein by
                         reference.
                         
4.6                      The Polaroid Profit Sharing Retirement Plan,
                         effective January 1, 1996.
                         
5                        Opinion of Thomas M. Lemberg regarding the
                         legality of original issuance of the Common
                         Stock.
                         
15                       Letter from KPMG Peat Marwick LLP regarding
                         unaudited interim financial information.

23.1                     Consent of KPMG Peat Marwick LLP.

23.2                     Consent of Thomas M. Lemberg (included in
                         Exhibit 5).

24                       Power of Attorney.





                              -10-
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As filed with the Securities and Exchange Commission on July 28, 1997

                                        Registration No. 333-
=======================================================================
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM S-8
                         REGISTRATION STATEMENT
                                UNDER
                       THE SECURITIES ACT OF 1933

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

Delaware                                           04-1734655
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                Identification Number)

                           -------------------------
                            549 Technology Square
                          Cambridge, Massachusetts
                                   02139
                                (617) 386-2000

(Address, including zip code, of Registrant's principal executive office)

                             Polaroid Corporation
                     Polaroid Profit Sharing Retirement Plan
                            (Full title of the Plan)

                           Thomas M. Lemberg, Esq.
                           Senior Vice President,
                        General Counsel and Secretary
                            Polaroid Corporation
                            549 Technology Square
                        Cambridge, Massachusetts 02139
                                 (617) 386-2000

(Name, address, including zip code, and telephone number, including
         area code, of Registrant's agent for service)

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration
Statement.

                      CALCULATION OF REGISTRATION FEE
=======================================================================
Title of each   | Amount to be |  Proposed  |  Proposed  | Amount of
class of        | registered   |  maximum   |  maximum   | registration
securities to   |              |  offering  |  aggregate |     fee
be registered   |              |  price per | offering   |
                |              |  unit (a)  |  price (a) |
-----------------------------------------------------------------------
Common Stock,   |              |            |            |
$1.00 par value | 300,000      |            |            |
per share (b)(c)| shares       |  $57.969   | $17,390,700|    $5,270
=======================================================================
(a)  Only for the purpose of calculating the registration fee.  In
  accordance with Rule 457(c), the price shown is based on the average
  of the high and low sale prices on the New York Stock Exchange, Inc.
  on July 21, 1997 for securities of the same class as those to be
  delivered.

(b)  Represents Common Stock to be issued under the Polaroid Profit
  Sharing Retirement Plan.

(c)  In addition, pursuant to Rule 416(c) under the Securities Act of
  1933, this registration statement also covers an indeterminate
  amount of interests to be offered or sold pursuant to the employee
  benefit plan described herein.
=======================================================================
PART I

Item 1.   Plan Information
     Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information
     Not required to be filed with this Registration Statement.

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

     The documents listed below are or have been filed by Polaroid
     Corporation (the "Company"), and the Polaroid Profit Sharing
     Retirement Plan (the "Plan"), with the Securities and Exchange
     Commission (the "Commission") and are incorporated herein by
     reference:
     
     a)   Quarterly Report on Form 10-Q for the quarter ended March 30,
          1997, dated May 12, 1997.
     b)   Annual Report on Form 10-K for the fiscal year ended December 31,
          1996, dated March 20, 1997.
     c)   The description of the Company's Common Stock set forth in its
          Registration Statement on Form 10, and any amendment or report filed
          pursuant to Section 12 of the Securities and Exchange Act of 1934 (the
          "Exchange Act") for the purpose of updating that description.
     d)   All other reports filed by the Company pursuant to Sections 13(a)
          or 15(d) of the Exchange Act since December 31, 1996.
          
     e)   The Annual Report on Form 11-K of the Plan for the year ended
          December 31, 1996 (filed concurrently with this Registration
          Statement).

     All documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the termination
of the offering of the Securities offered hereby shall be deemed to be
incorporated by reference into this Registration Statement and are a
part hereof from the respective dates of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.   Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

    Certain legal matters in connection with any original issuance of
    Common Stock offered hereby are being passed upon for the Company
    by Thomas M. Lemberg, Esq., Senior Vice President, General
    Counsel and Secretary of the Company.  As a result of Mr.
    Lemberg's participation in the Polaroid 1993 Stock Incentive
    Plan, he currently owns options to purchase 60,400 shares of
    Common Stock.  None of these options are currently exercisable.
    

                              -2-
Item 6.   Indemnification of Directors and Officers

     As permitted by Section 102 of the Delaware General Corporation
     Law (the "DGCL"), the Company's Restated Certificate of
     Incorporation eliminates a director's personal liability for
     monetary damages to the Company and its stockholders arising from
     a breach of a director's fiduciary duty, except for liability
     with respect to an illegal dividend or stock repurchase or
     liability for a breach of the director's duty of loyalty to the
     Company or its stockholders, for acts or omissions not in good
     faith or which involve intentional misconduct or a knowing
     violation of law or for any transaction in which the director
     derived an improper personal benefit.  The effect of this
     provision in the Certificate of Incorporation is to eliminate the
     rights of the Company and its stockholders (through stockholders'
     derivative suits on behalf of the Company) to recover monetary
     damages against a director for breach of fiduciary duty as a
     director (including breaches resulting from negligent or grossly
     negligent behavior) except in the situations described above.
     
     The Company's By-Laws provide that, to the extent not
     inconsistent with Delaware or other applicable law in effect from
     time to time, the Company shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action, suit or proceeding, whether civil,
     criminal, administrative or investigative (other than an action
     by or in the right of the Company) by reason of the fact that he
     or she is or was a director, officer, employee or agent of the
     Company or is or was serving at the request of the Company as a
     director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise, against
     expenses (including attorney's fees), judgments, fines and
     amounts paid in settlement actually and reasonably incurred by
     him or her in connection with such action, suit or proceeding if
     he or she acted in good faith and in a manner he or she
     reasonably believed to be in, or not opposed to, the best
     interests of the Company, and, with respect to any criminal
     action or proceeding, had no reasonable cause to believe his
     conduct was unlawful.
     
     The Company's By-Laws also provide that, to the extent not
     inconsistent with Delaware or other applicable law in effect from
     time to time, the Company shall indemnify any person who was or
     is a party or is threatened to be made a party to any threatened,
     pending or completed action or suit by or in the right of the
     Company to procure a judgment in its favor by reason of the fact
     that such person acted in any of the capacities set forth above,
     against expenses (including attorney's fees) actually and
     reasonably incurred by him or her in connection with the defense
     or settlement of such action or suit if he or she acted under
     similar standards, except that no indemnification shall be made
     in respect of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the Company unless and
     only to the extent that the Court of Chancery or the court in
     which such action or suit was brought shall determine that
     despite the adjudication of liability but in view of all the
     circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the court shall
     deem proper.
     
     Generally, a director will be entitled to be indemnified against
     a claim if a majority of the directors who are not parties to the
     relevant legal proceedings, independent legal counsel or the
     stockholders determine that the director acted under such
     standards.
     
     The Company's By-Laws further provide that to the extent that a
     director, officer, employee or agent of the Company has been
     successful on the merits or otherwise in defense of any action,
     suit or proceeding referred to above or in defense of any claim,
     issue or matter therein, he or she shall be indemnified against
     expenses (including attorneys' fees) actually and reasonably
     incurred by him or her in connection therewith; that the
     indemnification provided for by the By-Laws shall not be deemed
     exclusive of any other rights to which the indemnified party may
     be entitled; and that the Company is empowered to purchase and
     maintain insurance on behalf of a person who is or was acting in
     any of the capacities set forth above against any liability
     asserted against him or her and incurred by him or her in any
     such capacity, or arising out of his status as such, whether or
     not the Company would have the power to indemnify him or her
     against such Liabilities under the By-Laws.
     
     Section 145 of the DGCL similarly provides for indemnification by
     the Company of its directors and officers and certain other
     persons.
     
     
     

                              -3-
The Company maintains policies of insurance under which
     directors, officers and certain employees of the Company and its
     subsidiaries are insured, subject to certain specific exclusions
     and deductible maximum amounts, against loss arising from any
     civil claim which may be made against them, or any of them,
     arising out of any misstatement, misleading statement, omission
     or other act done or alleged to have been done, or wrongfully
     attempted, while acting in their representative capacities.
     

Item 7. Exemption from Registration Claimed

      Not applicable

Item 8.   Exhibits

  The following exhibits are filed as part of this Registration
Statement:

  4.1(a)      Amendment to Polaroid Corporation Restated Certificate
               of Incorporation as of June 2, 1989.  (The Amendment to
               the Restated Certificate of Incorporation filed as
               Exhibit 3.1(d) to Polaroid Corporation Form 10-K (the
               "10-K") for the year ended December 31, 1996 is hereby
               incorporated herein by reference.)
               
  4.1(b)      Amendment to Polaroid Corporation Restated Certificate
               of Incorporation (Certificate of Designation of Series
               D Cumulative Convertible Preferred Stock) as of October
               31, 1991.  (The Amendment to the Restated Certificate
               of Incorporation filed as Exhibit 3.1(e) to Polaroid
               Corporation Form 10-K is hereby incorporated herein by
               reference.)
               
  4.1(c)      Amendment to Polaroid Corporation Restated Certificate
               of Incorporation (Certificates of Elimination of Series
               B Cumulative Convertible Preferred Stock and Series C
               Cumulative Convertible Pay-In-Kind Preferred Stock) as
               of October 31, 1991.  (The Amendment to the Restated
               Certificate of Incorporation filed as Exhibit 3.1(f) to
               Polaroid Corporation Form 10-K is hereby incorporated
               herein by reference.)
               
  4.2         By-Laws of Polaroid Corporation amended and restated as
               of February 1, 1994.  (The By-Laws amended and restated
               filed as Exhibit 3.2 to Polaroid Corporation Form 10-K
               are hereby incorporated herein by reference.)
               
  4.3(a)      Rights Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The Rights Agreement
               filed as Exhibit 4.1 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  4.3(b)      First Amendment dated as of August 16, 1988 to Rights
               Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The First Amendment
               filed as Exhibit 4.2 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  4.3(c)      Second Amendment dated as of September 14, 1988 to
               Rights Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The Second Amendment
               filed as Exhibit 4.3 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  4.3(d)      Supplemental Rights Agreement and Third Amendment dated
               as of January 30, 1989 to Rights Agreement dated as of
               September 9, 1986 between Polaroid Corporation and
               Morgan Shareholder Services Trust Company, as Rights
               Agent.  (The Supplemental Rights Agreement and Third
               Amendment filed as Exhibit 4.4 to Polaroid Corporation
               Form 10-K is hereby incorporated herein by reference.)
               
  4.3(e)      Fourth Amendment dated as of February 21, 1989 to
               Rights Agreement dated as of September 9, 1986 between
               Polaroid Corporation and Morgan Shareholder Services
               Trust Company, as Rights Agent.  (The Fourth Amendment
               filed as Exhibit 4.5 to Polaroid Corporation Form 10-K
               is hereby incorporated herein by reference.)
               
  
  

                              -4-
4.3(f)      Supplemental Rights Agreement and Fifth Amendment
               dated as of October 7, 1991 to the Rights Agreement
               dated as of September 9, 1986 between Polaroid
               Corporation and First Chicago Trust Company (as
               successor to Morgan Shareholder Services Trust
               Company), as Rights Agent.  (The Supplemental Rights
               Agreement and Fifth Amendment filed as Exhibit 4.6 to
               Polaroid Corporation Form 10-K is hereby incorporated
               herein by reference.)
               
  4.3(g)      Sixth Amendment (previously designated as the Fifth
               Amendment) dated as of March 23, 1993 to the Rights
               Agreement dated as of September 9, 1986 between
               Polaroid Corporation and First Chicago Trust Company,
               as Rights Agent.  (The Sixth Amendment (previously
               designated as the Fifth Amendment) filed as Exhibit 4.7
               to Polaroid Corporation's Form 10-K is hereby
               incorporated herein by reference.)
               
  4.3(h)      Amendment dated as of June 30, 1993 to the Fifth
               Amendment dated as of March 23, 1993 to the Rights
               Agreement dated as of September 9, 1986 between
               Polaroid Corporation and First Chicago Trust Company,
               as Rights Agent.  (The Amendment to the Sixth Amendment
               filed as Exhibit 4.8 to Polaroid Corporation's Form 10-
               K (Supplemental to Amendment No. 5 and redesignation
               thereof as Amendment No. 6 to the Form 8-A filed on
               September 15, 1986) is hereby incorporated herein by
               reference.)
               
  4.4         Indenture dated as of December 15, 1991 between
               Polaroid Corporation and The First National Bank of
               Boston, as Trustee, including form of Note.  (The
               Indenture filed as Exhibit 4.9 to Polaroid Corporation
               Form 10-K is hereby incorporated herein by reference.)
               
  4.5         Indenture dated as of January 9, 1997 between Polaroid
               Corporation and State Street Bank and Trust Company, as
               Trustee, including Form of Note.  (The Indenture filed
               as Exhibit 4 to Polaroid Corporation Form 10-Q for the
               quarter ended March 30, 1997, dated May 12, 1997 is
               hereby incorporated herein by reference.
               
  4.6         The Polaroid Profit Sharing Retirement Plan, effective
               January 1, 1996.
               
  5           Opinion of Thomas M. Lemberg regarding the legality of
               original issuance of the Common Stock.
               
  15          Letter from KPMG Peat Marwick LLP regarding unaudited
               interim financial information. 

  23.1        Consent of KPMG Peat Marwick LLP.
               
  23.2        Consent of Thomas M. Lemberg (included in Exhibit 5.)
               
  24          Power of Attorney .
               

                              -5-
Item 9.   Undertakings

The undersigned Registrant hereby undertakes: (1)  To file, during any
period in which offers or sales are being made, a post-effective
amendment to this Registration Statement;

  (i)  to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

    (ii)  to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and

   (iii)  to include any material information with respect to the plan
of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or 15(d)
of the Exchange Act that are incorporated by reference into this
Registration Statement).

(2)  That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

(4)  That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and each filing of the
Plans annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(6)  The undersigned registrant hereby undertakes to submit the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS")
in a timely manner and will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue
Code.

                              -6-
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cambridge,
Commonwealth of Massachusetts, on this 28th day of July, 1997.

                                     Polaroid Corporation
                                           (Registrant)
                                
                                
                                By /s/ Gary T. DiCamillo
                                ------------------------------
                                     Gary T. DiCamillo
                                     Chairman of the Board  and
                                     Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities as indicated this 28th day of July, 1997.

     Signature                               Title
     ---------                               -----

/s/ Gary T. DiCamillo                    Chairman of the Board,
--------------------------               Chief Executive Officer and Director
Gary T. DiCamillo                        (principal executive officer)

/s/ William J. O'Neill, Jr.               Executive Vice President
--------------------------                and Chief Financial Officer
*William J. O'Neill, Jr.                  (principal finance officer)
   (Attorney in Fact)

/s/ Carl L. Lueders                       Vice President and
--------------------------                Controller
Carl L. Lueders                           (principal accounting officer)

____________*______________               Director
Ralph Gomory

____________*______________               Director
Frank S. Jones

____________*______________               Director
John W. Loose

____________*______________               Director
Albin F. Moschner

____________*______________               Director
Kenneth H. Olsen

____________*______________               Director
Ronald F. Olsen

____________*______________               Director
Ralph Z. Sorenson

                              -7-
____________*______________                Director
Delbert C. Staley

____________*______________                Director
Bernee D.L. Strom

____________*______________                Director
Alfred M. Zeien

* William J. O'Neill signed as Attorney in Fact

  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan)
have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Cambridge, State of Massachusetts, on the 28th day of July, 1997.

                              POLAROID PROFIT SHARING RETIREMENT PLAN
                              
                              
                              
                              /s/ Joseph G. Parham, Jr.
                              ------------------------------------
                              Joseph G. Parham, Jr.
                              Chairman
                              Total Compensation Policy Committee

                              -8-
INDEX TO EXHIBITS

Exhibit Number           Description
4.1(a)                   Amendment to Polaroid Corporation Restated
                         Certificate of Incorporation as of June 2,
                         1989.  (The Amendment to the Restated
                         Certificate of Incorporation filed as Exhibit
                         3.1(d) to Polaroid Corporation Form 10-K (the
                         "10-K") for the year ended December 31, 1996
                         is hereby incorporated herein by reference.)

4.1(b)                   Amendment to Polaroid Corporation Restated
                         Certificate of Incorporation (Certificate of
                         Designation of Series D Cumulative
                         Convertible Preferred Stock) as of October
                         31, 1991.  (The Amendment to the Restated
                         Certificate of Incorporation filed as Exhibit
                         3.1(e) to Polaroid Corporation Form 10-K is
                         hereby incorporated herein by reference.)

4.1(c)                   Amendment to Polaroid Corporation Restated
                         Certificate of Incorporation (Certificates of
                         Elimination of Series B Cumulative
                         Convertible Preferred Stock and Series C
                         Cumulative Convertible Pay-In-Kind Preferred
                         Stock) as of October 31, 1991.  (The
                         Amendment to the Restated Certificate of
                         Incorporation filed as Exhibit 3.1(f) to
                         Polaroid Corporation Form 10-K is hereby
                         incorporated herein by reference.)

4.2                      By-Laws of Polaroid Corporation amended and
                         restated as of February 1, 1994.  (The By-
                         Laws amended and restated filed as Exhibit
                         3.2 to Polaroid Corporation Form 10-K are
                         hereby incorporated herein by reference.)
  
4.3(a)                   Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and Morgan
                         Shareholder Services Trust Company, as Rights
                         Agent.  (The Rights Agreement filed as
                         Exhibit 4.1 to Polaroid Corporation Form 10-K
                         is hereby incorporated herein by reference.)

4.3(b)                   First Amendment dated as of August 16, 1988
                         to Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and Morgan
                         Shareholder Services Trust Company, as Rights
                         Agent.  (The First Amendment filed as Exhibit
                         4.2 to Polaroid Corporation Form 10-K is
                         hereby incorporated herein by reference.)

4.3(c)                   Second Amendment dated as of September 14,
                         1988 to Rights Agreement dated as of
                         September 9, 1986 between Polaroid
                         Corporation and Morgan Shareholder Services
                         Trust Company, as Rights Agent.  (The Second
                         Amendment filed as Exhibit 4.3 to Polaroid
                         Corporation Form 10-K is hereby incorporated
                         herein by reference.)

4.3(d)                   Supplemental Rights Agreement and Third
                         Amendment dated as of January 30, 1989 to
                         Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and Morgan
                         Shareholder Services Trust Company, as Rights
                         Agent.  (The Supplemental Rights Agreement
                         and Third Amendment filed as Exhibit 4.4 to
                         Polaroid Corporation Form 10-K is hereby
                         incorporated herein by reference.)

                              -9-
4.3(e)                   Fourth Amendment dated as of February 21,
                         1989 to Rights Agreement dated as of
                         September 9, 1986 between Polaroid
                         Corporation and Morgan Shareholder Services
                         Trust Company, as Rights Agent.  (The Fourth
                         Amendment filed as Exhibit 4.5 to Polaroid
                         Corporation Form 10-K is hereby incorporated
                         herein by reference.)

4.3(f)                   Supplemental Rights Agreement and Fifth
                         Amendment dated as of October 7, 1991 to the
                         Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and First
                         Chicago Trust Company (as successor to Morgan
                         Shareholder Services Trust Company), as
                         Rights Agent.  (The Supplemental Rights
                         Agreement and Fifth Amendment filed as
                         Exhibit 4.6 to Polaroid Corporation Form 10-K
                         is hereby incorporated herein by reference.)

4.3(g)                   Sixth Amendment (previously designated as the
                         Fifth Amendment) dated as of March 23, 1993
                         to the Rights Agreement dated as of September
                         9, 1986 between Polaroid Corporation and
                         First Chicago Trust Company, as Rights Agent.
                         (The Sixth Amendment (previously designated
                         as the Fifth Amendment) filed as Exhibit 4.7
                         to Polaroid Corporation's Form 10-K is hereby
                         incorporated herein by reference.)

4.3(h)                   Amendment dated as of June 30, 1993 to the
                         Fifth Amendment dated as of March 23, 1993 to
                         the Rights Agreement dated as of September 9,
                         1986 between Polaroid Corporation and First
                         Chicago Trust Company, as Rights Agent.  (The
                         Amendment to the Sixth Amendment filed as
                         Exhibit 4.8 to Polaroid Corporation's Form 10-
                         K (Supplemental to Amendment No. 5 and
                         redesignation thereof as Amendment No. 6 to
                         the Form 8-A filed on September 15, 1986) is
                         hereby incorporated herein by reference.)

4.4                      Indenture dated as of December 15, 1991
                         between Polaroid Corporation and The First
                         National Bank of Boston, as Trustee,
                         including form of Note.  (The Indenture filed
                         as Exhibit 4.9 to Polaroid Corporation Form
                         10-K is hereby incorporated herein by
                         reference.)

4.5                      Indenture dated as of January 9, 1997 between
                         Polaroid Corporation and State Street Bank
                         and Trust Company, as Trustee, including Form
                         of Note.  (The Indenture filed as Exhibit 4
                         to Polaroid Corporation Form 10-Q for the
                         quarter ended March 30, 1997, dated May 12,
                         1997 is hereby incorporated herein by
                         reference.
                         
4.6                      The Polaroid Profit Sharing Retirement Plan,
                         effective January 1, 1996.
                         
5                        Opinion of Thomas M. Lemberg regarding the
                         legality of original issuance of the Common
                         Stock.
                         
15                       Letter from KPMG Peat Marwick LLP regarding
                         unaudited interim financial information.

23.1                     Consent of KPMG Peat Marwick LLP.

23.2                     Consent of Thomas M. Lemberg (included in
                         Exhibit 5).

24                       Power of Attorney.

                              -10-