POLAROID HOLDING CO (Form Type: 4, Filing Date: 04/05/2005)

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	02/28/2011
Estimated average burden
hours per response		0.5

1. Name and Address of Reporting Person ^*

ROTH STANLEY P

2. Issuer Name and Ticker or Trading Symbol
POLAROID HOLDING CO [POHC]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

510 BROAD HOLLOW ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2005

(Street)

MELVILLE, NY 11747-3664

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check applicable line)

__X__ Form Filed by One Reporting Person
_____ Form Filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001								42,440	D
Common Stock, par value $.001	03/02/2005		J		1,853	D	⁽⁷⁾	0	I	Royal Pioneer⁽⁸⁾
Common Stock, par value $.001	03/02/2005		J		1,853	A	⁽⁷⁾	1,853	I	By IRA⁽⁶⁾
Common Stock, par value $.001	03/04/2005		J		252	A	⁽⁵⁾	2,105	I	By IRA⁽⁶⁾
Common Stock, par value $.001	03/04/2005		J		1,263	A	⁽¹⁾	10,530	I	NA Capital⁽²⁾
Common Stock, par value $.001	03/04/2005		J		2,527	A	⁽³⁾	21,062	I	PI Industries⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	Acquired by North American Capital Corp. pursuant to a distribution made by Primary PDC, Inc. of common stock to holders of its 11 1/2% bonds due 2006 in satisfaction of the unsecured claims held by such bondholders in connection with Primary PDC, Inc. Plan of Reorganization.
2.	By North American Capital Corp.
3.	Acquired by PI Industries Profit Sharing Plan & Trust, Stanley P. Roth, Trustee, pursuant to a distribution made by Primary PDC, Inc. of common stock to holders of its 11 1/2% bonds due 2006 in satisfaction of the unsecured claims held by such bondholders in connection with Primary PDC, Inc. Plan of Reorganization.
4.	By Trust for benefit of self.
5.	Acquired by Stanley P. Roth IRA pursuant to a distribution made by Primary PDC, Inc. of common stock to holders of its 11 1/2% bonds due 2006 in satisfaction of the unsecured claims held by such bondholders in connection with Primary PDC, Inc. Plan of Reorganization.
6.	Stanley P. Roth IRA for benefit of self.
7.	Shares transferred from Royal Pioneer Industries Inc. 401K FBO S. P. Roth to Stanley P. Roth IRA for benefit of self and therefore continue to be indirectly benefically owned.
8.	By Royal Pioneer Industries, Inc. 401K FBO S. P. Roth.

	Signatures
	Janice E. Neville for Stanley P. Roth	04/05/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


Power of Attorney


I, Stanley P. Roth, the undersigned (the "Reporting
Person") hereby constitute and appoint LOUISE L.
CAVANAUGH and JANICE E. NEVILLE as the Reporting
Person's true and lawful attorneys-in-fact to:

(1)	execute for and on behalf of the Reporting Person,
in the Reporting Person's capacity as a member of
the Board of Directors of Polaroid Holding Company
(the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act
of 1934 and the rules thereunder;

(2)	do and perform any and all acts for and on behalf
of the Reporting Person which may be necessary or
desirable to complete and execute any such Form 3,
4 or 5 and timely file such form with the United
States Securities and Exchange Commission and any
stock exchange or similar authority; and

(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion
of such attorneys-in-fact, may be of benefit to,
and in the best interest of, or legally required
by, the Reporting Person.

The Reporting Person hereby grants to such attorneys-
in-fact full power and authority to do and perform any
and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any
of the rights and powers herein granted, as fully to
all intents and purposes as the Reporting Person might
or could do if personally present.  The Reporting
Person acknowledges that the foregoing attorneys-in-
fact, in serving in such capacity at the request of
the Reporting Person, are not assuming, nor is the
Company assuming, any of the Reporting Persons
responsibilities to comply with Section 16 of the
Securities Act of 1934.

This Power of Attorney shall remain in full force and
effect until the Reporting Person is no longer
required to file Forms 3, 4 and 5 with respect to the
Reporting Persons holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the Reporting Person in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the Reporting Person has caused
this Power of Attorney to be executed as of this 30th
day of May, 2003.





/s/ Stanley P. Roth
Stanley P. Roth