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, 2005

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)

Registrant's telephone number including area code: (818) 316-1000

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 12, 2005, there were 39,380,729 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, 2005

Part I.    Financial Information
Item 1.				Financial Statements
				Condensed Consolidated Statements of Operations				3
				Condensed Consolidated Balance Sheets				4
				Condensed Consolidated Statements of Cash Flows				6
				Notes to Condensed Consolidated Financial Statements				8
Item 2.				Management's Discussion and Analysis of Financial Condition and Results of Operations				16
Item 3.				Quantitative and Qualitative Disclosures About Market Risk				25
Item 4.				Controls and Procedures				25
Part II.    Other Information
Item 1.				Legal Proceedings				26
Item 2.				Unregistered Sales of Equity Securities and Use of Proceeds				26
Item 3.				Defaults Upon Senior Securities				26
Item 4.				Submission of Matters to a Vote of Security Holders				26
Item 5.				Other Information				26
Item 6.				Exhibits				26
SIGNATURES								29

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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)

				Three Months Ended March 31,
				2005				2004
Camera rental				$	31,806			$	30,844
Lighting rental					9,704				8,522
Sales and other					10,626				9,684
Total rental revenue and sales					52,136				49,050
Cost of camera rental					19,466				16,399
Cost of lighting rental					8,160				8,144
Cost of sales and other					5,984				5,596
Gross margin					18,526				18,911
Selling, general and administrative expenses					19,024				16,160
Research and development expenses					1,611				1,460
Operating income (loss)					(2,109	)			1,291
Interest income					89				98
Interest expense					(8,352	)			(7,881	)
Foreign exchange gain (loss)					(396	)			251
Refinancing expense					(154	)			(6,470	)
Other income, net					518				92
Loss from continuing operations before income taxes					(10,404	)			(12,619	)
Income tax provision					(597	)			(1,412	)
Net loss from continuing operations					(11,001	)			(14,031	)
Discontinued operations: Income from EFILM (net of income tax provision of $0 and $58,     respectively)					—				64
Net income from discontinued operations					—				64
Net loss				$	(11,001	)		$	(13,967	)
Net loss from continuing operations attributable to common stockholders				$	(11,001	)		$	(19,281	)
Net loss from continuing operations per share – basic and diluted				$	(0.28	)		$	(2.20	)
Net loss per share – basic and diluted				$	(0.28	)		$	(2.19	)
Shares used in computation – basic and diluted					39,381				8,770

See accompanying notes.

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

				March 31, 2005				December 31, 2004
				(Unaudited)				(Note 1)
ASSETS
Current assets:
Cash and cash equivalents				$	3,974			$	6,593
Accounts receivable (net of allowance of $1,711 in 2005 and $1,618 in 2004)					30,373				28,897
Inventories					15,334				14,926
Prepaid expenses					4,615				3,912
Note receivable					821				826
Due from related parties					—				106
Other current assets					2,895				2,081
Total current assets					58,012				57,341
Property, plant and equipment, net					229,726				230,795
Goodwill, net					259,800				259,909
Patents and trademarks, net					66,149				66,266
Other assets					6,395				6,349
Total assets				$	620,082			$	620,660

See accompanying notes.

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

				March 31, 2005				December 31, 2004
				(Unaudited)				(Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable				$	13,501			$	8,634
Accrued liabilities					28,648				28,119
Current maturities of long-term debt					75,030				9,557
Total current liabilities					117,179				46,310
Long-term debt