PANAVISION INC
8-A12B, 1996-10-31
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549


                                       FORM 8-A


                  FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                       PURSUANT TO SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934


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

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

6219 De Soto Avenue
Woodland Hills, CA                                                 91367       
- ----------------------------                          --------------------------
(Address of principal                                      (Zip Code)
 executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:

    Title of each class                     Name of each exchange on which
    to be so registered                     each class is to be registered
     -------------------                     ------------------------------

Common Stock, par value                     New York Stock Exchange, Inc.
$.01 per share

If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                                         None
- --------------------------------------------------------------------------------
                                   (Title of class)
                                           

                                  Page 1 of 4 Pages

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Item 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Reference is made to the information set forth under the caption
         "Description of Capital Stock" contained in the prospectus included in
         the Registrant's Registration Statement on Form S-1 (File No.
         333-12235) as filed with the Securities and Exchange Commission (the
         "Commission") under the Securities Act of 1933 as amended (the
         "Securities Act") on September 18, 1996, as amended by Amendment No. 1
         to the Registration Statement filed on October 31, 1996 (as amended,
         the "Registration Statement"), which is incorporated herein by
         reference.


Item 2.  EXHIBITS.

         (a)  No exhibits are being filed with the Commission:

         (b)  The following exhibits are to be filed with the New York Stock
         Exchange, Inc. only:

         1    Registration Statement of the Registrant

         4.1  Form of Amended and Restated Articles of Incorporation of the
              Registrant (to be adopted on or prior to completion of the  
              public offering of the shares registered under the Registration
              Statement)

         4.2  Form of Amended and Restated By-Laws of the Registrant (to be
              adopted on or prior to completion of the public offering of the 
              shares registered under the Registration Statement)

         5    Specimen copy of certificate of common stock, par value $.01 per
              share, of the Registrant

                                            
                                  Page 2 of 4 Pages

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                                      SIGNATURE

    Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


                                          PANAVISION INC.


Dated:  October 31, 1996               By: /s/William C. Scott
                                          -------------------------------------
                                          Name:   William C. Scott
                                          Title:  Chairman of the Board 
                                                  and Chief Executive Officer


                                  Page 3 of 4 Pages

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                                    EXHIBIT INDEX
                                       
Exhibit                                
Number        Description                        
- ------        -----------
    
1             Registration Statement of
              the Registrant
    
4.1           Amended and Restated Articles
              of Incorporation of the Registrant
    
4.2           Amended and Restated By-Laws 
              of the Registrant
    
5             Specimen copy of the certificate of
              common stock, par value $.01 per share,
              of the Registrant


                                  Page 4 of 4 Pages



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