UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2004

OR

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

For the transition period from                                      to                                     

Commission file number: 001-12391

PANAVISION INC.

(Exact name of Registrant as specified in its charter)

Delaware				13-3593063
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification No.)
6219 De Soto Avenue Woodland Hills, California				91367
(Address of principal executive offices)				(Zip code)

(818) 316-1000

Registrant's telephone number including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes No

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the Issuer's classes of common stock, as of the latest practicable date.

As of May 14, 2004, there were 8,769,919 shares of Panavision Inc. Common Stock, par value $0.01 per share, outstanding.

PANAVISION INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2004

Part I.				Financial Information
Item 1.				Financial Statements
				Condensed Consolidated Statements of Operations					1
				Condensed Consolidated Balance Sheets					2
				Condensed Consolidated Statements of Cash Flows					4
				Notes to Condensed Consolidated Financial Statements					6
Item 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations					13
Item 3.				Quantitative and Qualitative Disclosures About Market Risk					19
Item 4.				Controls and Procedures					19
Part II.				Other Information
Item 1.				Legal Proceedings					20
Item 2.				Changes in Securities and Use of Proceeds					20
Item 3.				Defaults Upon Senior Securities					20
Item 4.				Submission of Matters to a Vote of Security Holders					20
Item 5.				Other Information					20
Item 6.				Exhibits and Reports on Form 8-K					20
SIGNATURES									23

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PART I – FINANCIAL INFORMATION

Item 1.    Financial Statements

The financial information herein and management's discussion thereof include consolidated data for Panavision Inc. ("Registrant" or "Panavision") and its subsidiaries. Registrant and its subsidiaries are sometimes herein referred to collectively as the "Company".

PANAVISION INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share amounts)

				First Quarter Ended March 31,
				2004				2003
Camera rental				$	30,844			$	29,429
Lighting rental					8,522				6,794
Sales and other					15,556				10,076
Total rental revenue and sales					54,922				46,299
Cost of camera rental					16,399				14,868
Cost of lighting rental					8,144				6,830
Cost of sales and other					8,576				6,220
Gross margin					21,803				18,381
Selling, general and administrative expenses					18,782				18,706
Research and development expenses					1,460				1,228
Operating income (loss)					1,561				(1,553	)
Interest income					18				45
Interest expense					(7,893	)			(8,182	)
Foreign exchange gain (loss)					99				(915	)
Refinancing expense					(6,470	)			—
Other, net					188				258
Loss before income taxes					(12,497	)			(10,347	)
Income tax (provision) benefit					(1,470	)			2,993
Net loss				$	(13,967	)		$	(7,354	)
Net loss attributable to common stockholders				$	(19,217	)		$	(8,845	)
Net loss per share – basic and diluted				$	(2.19	)		$	(1.01	)
Shares used in computation – basic and diluted					8,770				8,770

See accompanying notes.

1

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PANAVISION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

				March 31, 2004				December 31, 2003
ASSETS				(Unaudited)				(Note 1)
Current assets:
Cash and cash equivalents				$	8,912			$	9,079
Accounts receivable (net of allowance of $1,485 in 2004 and $2,586 in 2003)					30,938				29,255
Inventories					13,254				11,931
Prepaid expenses					4,743				4,330
Due from related parties					139				628
Other current assets					1,579				1,248
Total current assets					59,565				56,471
Property, plant and equipment, net					216,716				220,704
Goodwill, net					264,629				264,548
Patents and trademarks, net					67,107				67,258
Other assets					10,134				12,941
Total assets				$	618,151			$	621,922

See accompanying notes.

2

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PANAVISION INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

				March 31, 2004				December 31, 2003
LIABILITIES AND STOCKHOLDERS' EQUITY				(Unaudited)				(Note 1)
Current liabilities:
Accounts payable				$	9,379			$	6,685
Accrued liabilities					28,636				28,955
Due to related parties					2,216				2,643
Current maturities of long-term debt					6,672				5,885
Total current liabilities					46,903