There are three image displacements inherent in aerial panoramic photography which are not present in the more conventional frame and strip record. They are: 1) panoramic distortion arising from the cylindrical format, 2) sweep motion displacement due to the movement of the aircraft and 3) image motion compensation displacements caused by the changing positions of the lens relative to the film during sweep. This paper presents a derivation of the latter two displacements, and in addition derives the necessary image motion compensation (IMC) velocity or blur distance for cameras with no IMC. The case considered is the panoramic camera intentionally tilted in the direction of flight. For the vertical panoramic camera the derivation of these displace-ments has previously been published in "Photogrammetric Engineering" and is therefore not included.