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
                     1993 Polaroid Stock Incentive 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 | 3,500,000    |            |             |
per share (b)   | shares       |  $57.969   |$202,891,500 | $61,483
=======================================================================


(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 25, 1997 for securities of the same class as those to be
  delivered.

(b)  Represents Common Stock to be issued under the 1993 Polaroid Stock
  Incentive Plan.

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


<PAGE>

  This Registration Statement relates to the registration of 3,500,000
additional shares of Common Stock, par value $1.00 per share, of
Polaroid Corporation, for which a registration statement on Form S-8
(Registration No. 33-51173) relating to the 1993 Polaroid Stock
Incentive Plan (the "Form S-8, Registration No. 33-51173") is
effective.  The contents of the Form S-8, Registration No. 33-51173,
are incorporated herein by reference.





<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

____________*______________              Director
Delbert C. Staley

____________*______________              Director
Bernee D.L. Strom

____________*______________              Director
Alfred M. Zeien

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



<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.)

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.)




<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 1993 Polaroid Stock Incentive Plan, as
                         amended March 19, 1997.  (The Amended Plan
                         filed as Exhibit 10.4 to Polaroid Corporation
                         Form 10-Q for the quarter ended March 30,
                         1997, dated May 12, 1997 is hereby
                         incorporated by herein reference).
                         
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.
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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
                     1993 Polaroid Stock Incentive 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 | 3,500,000    |            |             |
per share (b)   | shares       |  $57.969   |$202,891,500 | $61,483
=======================================================================

(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 25, 1997 for securities of the same class as those to be
  delivered.

(b)  Represents Common Stock to be issued under the 1993 Polaroid Stock
  Incentive Plan.

=======================================================================
This Registration Statement relates to the registration of 3,500,000
additional shares of Common Stock, par value $1.00 per share, of
Polaroid Corporation, for which a registration statement on Form S-8
(Registration No. 33-51173) relating to the 1993 Polaroid Stock
Incentive Plan (the "Form S-8, Registration No. 33-51173") is
effective.  The contents of the Form S-8, Registration No. 33-51173,
are incorporated herein by reference.
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

____________*______________              Director
Delbert C. Staley

____________*______________              Director
Bernee D.L. Strom

____________*______________              Director
Alfred M. Zeien

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

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 1993 Polaroid Stock Incentive Plan, as
                         amended March 19, 1997.  (The Amended Plan
                         filed as Exhibit 10.4 to Polaroid Corporation
                         Form 10-Q for the quarter ended March 30,
                         1997, dated May 12, 1997 is hereby
                         incorporated by herein reference).
                         
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.