POLAROID CORP
8-K, 1996-02-08
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549
                     ______________________


                            Form 8-K

                         CURRENT REPORT

             PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

                        February 8, 1996
                        ----------------
                        (Date of Report)


                        February 5, 1996
                        ----------------
               (Date of earliest event reported)


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

                            Delaware
                            --------
         (State or other jurisdiction of incorporation)

                             1-4085
                             ------
                    (Commission File Number)


                           04-1734655
                           ----------
               (IRS Employer Identification No.)


     549 Technology Square, Cambridge, Massachusetts 02139
     -----------------------------------------------------
      (Address of principal executive offices)  (Zip Code)


                         (617) 386-2000
                         --------------
      (Registrant's telephone number, including area code)


<PAGE>


Item 5.  Other Events.

      On February 5, 1996, Polaroid Corporation issued a press
release setting forth its plan for a new  organizational
structure.   A copy of the press release is attached as Exhibit 99.1.



Item 7 (c).  Exhibits

Exhibit 99.1   Polaroid Press Release dated February 5, 1996.









                                         2
<PAGE>


                           SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned hereunto duly authorized.

                              POLAROID CORPORATION


                         By /s/ Richard F. deLima
                            ----------------------------
                         Name   Richard F. deLima
                         Title: Vice President, Secretary and General Counsel



Dated: February 8, 1996





                                          3



                                               Exhibit 99.1

Corporate Public Relations

Polaroid Corporation
549 Technology Square
Cambridge, Massachusetts
617 386 3112
Fax: 617 386 3125



CONTACTS:  Robert L. Guenther           Nancy Childs
           (617) 386-3112               (617) 386-3122

                         For Immediate Release

             POLAROID REORGANIZES TO FOCUS ON KEY MARKETS
                 AND TO INTEGRATE PRODUCT DEVELOPMENT

     CAMBRIDGE, Mass., -- February 5, 1996 -- Polaroid Corporation
(NYSE: PRD) today announced a companywide reorganization designed to
respond more effectively to customers, strengthen its product
development capability, and enhance growth prospects.

     The new organization structure, which is market- rather than
product-oriented, is built around three core areas -- Consumer,
Commercial, and New Business.  Each group will have full
responsibility for setting strategy, developing its product line, and
marketing to its customers.

     Gary T. DiCamillo, chairman and chief executive officer, said,
"Each business group will have global operating responsibility as well
as direct accountability for its own profit-and-loss.  By shifting to a
market-oriented structure, our goal is to better understand customer
requirements, move more quickly to meet their needs, and provide more
timely results measurement.  We will leverage our technological
strengths to create a greater stream of new products designed to meet
evolving needs of the imaging marketplace."
                               - more -
                                   
<PAGE>
                                                         Polaroid -- 2
     DiCamillo temporarily will head up the Consumer Group until a
permanent group head is named.  This group is focused on revitalizing
Polaroid's strong brand name with family and individual business
users.  This group also will focus on developing new consumer markets
in Eastern Europe, the Far East, and Latin America.

     Henry Ancona, previously executive vice president for Electronic
Imaging Systems, is now executive vice president - Commercial Group.
This unit encompasses the worldwide commercial, technical, and
industrial customer segments and will incorporate both photographic
and electronic imaging solutions.

     Robert Delahunt, previously senior vice president in Photographic
Imaging, is named senior vice president - New Business Group.  This
unit includes the corporation's medical and graphics imaging
businesses as well as  polarizers, sunglasses, and holography.

     Carole J. Uhrich is promoted to a newly-created post, executive
vice president - global supply chain.  In this new role, Uhrich will
be responsible for all manufacturing operations, purchasing,
distribution, and logistics.  Previously, Uhrich was group vice
president for manufacturing.

     The corporation also announced that seven officers had elected to
take the recent severance and enhanced early retirement programs.
Among them is Joseph R. Oldfield, executive vice president for
Photographic Imaging, who will leave effective March 31.

                               - more -
<PAGE>
                                                         Polaroid -- 3
     Oldfield said, "I fully support the organization changes.   My
decision to leave Polaroid is based on my own desire to pursue other
opportunities."

     Other officers who will be leaving in the coming months are: Lee
Brewer, senior vice president for Europe, Middle East, and Africa;
Richard deLima, vice president and general counsel; Gerry Dicker, vice
president and assistant secretary; Graham Brown, vice president and
treasurer; Roger Clapp, vice president and program fellow; and Jack
Driscoll, senior executive - corporate strategic planning.

     Polaroid is a worldwide leader in photographic and digital
imaging with more than $2.2 billion in annual sales.

                                  ###



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