SecProbe.io

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March 1, 2005

Mail Stop 0306

J. Michael Pocock
President and Chief Executive Officer
Polaroid Holding Company
1265 Main Street
Waltham, MA 02451

Re:	Polaroid Holding Company
	Preliminary Proxy Statement on Schedule 14A
	Filed February 7, 2005
	         File No. 000-50661

Dear Mr. Pocock:

      We have limited our review of the above filing to the
matters
identified in the comments below.  No further review of the proxy
material has been or will be made.  All persons who are by statute
responsible for the adequacy and accuracy of these materials are
urged to be certain that all information required pursuant to the
statutes has been included.
General
1. It is not clear if you intend to register the contingent value
rights to be issued in connection with this transaction.  Please
supplementally explain in detail why you believe you do not need
to
register such rights as it appears that you and Petters have
significant control over whether the sale is consummated.  Do you
intend to seek no-action relief for this transaction?
Questions and Answers - Page 1
What will happen to my shares of Polaroid common stock after the
merger?
2. Please clearly explain to shareholders the non-transferable
nature
of the contingent value rights in the answer to this question.
Under what circumstances will contingent value rights be issued?
3. It is unclear how the mechanism for issuing these contingent
value
rights works in different circumstances and when shareholders
could
expect to receive cash consideration for such rights.  Please
expand
to discuss.  Also, revise to describe in bulleted paragraphs each
different scenario that could take place and how it will affect
the
consideration shareholders will receive on a per share basis.
4. We note on page 44 that the sale of the IDP assets requires the
consent of Petters.  Please expand to discuss here, including any
limitations on the consent.
What are the IDP Assets?
5. Please briefly explain why you are structuring the contingent
value rights for these assets.
What is the likelihood of the sale of the IDP assets?
6. Please expand the "Dear Stockholder" letter to include the last
two sentences of this answer.
Summary Term Sheet - Page 5
7. We note on page 8 that you disclose that you instructed Lehman
Brothers to assume that there will be no excess proceeds available
for distribution to your stockholders in connection with any sale
of
the IDP assets.  We note similar language in the JPMorgan opinion,
but not in the Lehman opinion.  Please explain, or revise the
disclosure.

*          *          *

      As appropriate, please revise your proxy statement in
response
to these comments and to update your disclosure.  As required by
Rule
14a-6(h), please provide us with marked copies of the revised
proxy
statement to expedite our review.  Please furnish a cover letter
with
your revised proxy statement that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your revised proxy
statement
and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
	Direct any questions to Jay Mumford at (202) 824-5348 or, in
his
absence, to me at (202) 942-1880.

						Sincerely,

						Peggy Fisher
						Assistant Director

cc:	Carmen Romano, Esq.
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J. Michael Pocock
Polaroid Holding Company
March 1, 2005
Page 1

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