As filed with the Securities and Exchange Commission on January 29, 2002
                           Registration No. 333-_____

                       ----------------------------------

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

                                    FORM S-8
            Registration Statement under the Securities Act of 1933

                               Ampex Corporation
             (Exact name of Registrant as specified in its charter)

              Delaware                               13-3667696
       (State of incorporation)         (I.R.S. employer identification number)

                                  1228 Douglas
                         Redwood City, California 94063
          (Address of principal executive offices, including zip code)

                   Ampex Corporation 1992 Stock Incentive Plan
                            (Full title of the plan)

                              Joel D. Talcott, Esq.
                                Ampex Corporation
                                  1228 Douglas
                         Redwood City, California 94063
                                 (650) 367-3330
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             Craig L. McKibben, Esq.
                                Ampex Corporation
                              135 East 57th Street
                            New York, New York 10022

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
  Title of Securities   Amount to be              Proposed              Proposed                Amount of
   to be Registered     Registered                Maximum               Maximum                 Registration Fee
                                                  Offering Price        Aggregate Offering
                                                  Per Share             Price
----------------------------------------------------------------------------------------------------------------------
<S>                     <C>                       <C>                   <C>                     <C>
Class A                 4,000,000 shares (1)      $0.165 (2)            $660,000 (2)            $158.00
Common Stock
----------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  Represents  additional shares available for grants of awards under the 1999
     Stock Incentive Plan as of June 18, 1999.

(2)  Estimated as of January 25, 2002, pursuant to Rule 457(c) of the Securities
     Act of  1933,  as  amended,  solely  for the  purpose  of  calculating  the
     registration fee.


<PAGE>



         This Registration  Statement relates to 4,000,000 shares of the Class A
Common Stock, $0.01 par value per share (the "Class A Stock") of the Registrant,
reserved for issuance under the Ampex Corporation 1992 Stock Incentive Plan (the
"Plan").  On April  12,  1994,  the  Registrant  filed a Form  S-8  Registration
Statement  (file no.  33-  77664) to  register  750,000  shares of Class A Stock
reserved for issuance under the Plan; on May 23, 1995,  the  Registrant  filed a
Form S-8  Registration  Statement (file no.  33-92640) to register an additional
1,500,000  shares of Class A Stock reserved for issuance under the Plan; on June
10, 1996,  the  Registrant  filed a Form S-8  Registration  Statement  (file no.
333-05623) to register an additional  2,000,000 shares of Class A Stock reserved
for issuance  under the Plan;  and on August 30, 1996,  the  Registrant  filed a
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement previously
filed on June 10, 1996 (file no.  333-05623)  to reflect  amendments to the Plan
made in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.  The  contents of such  Registration  Statements,  as so  amended,  are
incorporated herein by reference.



Item 8.     Exhibits.

4.01        Registrant's  1992 Stock Incentive Plan, as amended through June 18,
            1999.

5.01        Opinion of Counsel.

23.01       Consent of Counsel (included in Exhibit 5.01).

23.02       Consent of PricewaterhouseCoopers LLP.

24.01       Power of Attorney (see page 3).



                                        2

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York,  on January  25,
2002.

                                          AMPEX CORPORATION


                                          By:  /s/ Craig L. McKibben
                                             ----------------------------
                                          Craig L. McKibben
                                          Vice President, Treasurer and
                                          Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below does hereby  constitute and appoint Edward J. Bramson and Craig L.
McKibben or either of them, with full power to act, his  attorney-in-fact,  with
the power of substitution for him in any and all capacities,  to sign any or all
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said  attorneys-in-fact,  or his  substitute or  substitutes,  may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>

              Signature                                     Title                                   Date
              ---------                                     -----                                   ----


<S>                                   <C>                                                     <C>
     /s/ Edward J. Bramson            Chairman and Chief Executive Officer                    January 25, 2002
------------------------------        and Director (Principal Executive Officer)
Edward J. Bramson


     /s/ Craig L. McKibben            Vice President, Treasurer, Chief Financial              January 25, 2002
------------------------------        Officer and Director (Principal Financial
Craig L. McKibben                     Officer and Principal Accounting Officer)



     /s/ Douglas T. McClure           Director                                                January 25, 2002
-----------------------------
Douglas T. McClure Jr.


     /s/ Peter Slusser                Director                                                January 25, 2002
-----------------------------
Peter Slusser

     /s/ William A. Stoltzfus, Jr.    Director                                                January 25, 2002
----------------------------------
William A. Stoltzfus, Jr.
</TABLE>


                                        3

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number      Description
--------------      -----------

4.01                Registrant's  1992 Stock  Incentive Plan, as amended through
                    June 18, 1999.

5.01                Opinion of Counsel.

23.01               Consent of Counsel (included in Exhibit 5.01).

23.02               Consent of PricewaterhouseCoopers LLP.

24.01               Power of Attorney (see page 3).



                                        4
[{"type": "S-8", "sequence": "1", "filename": "s8.txt", "description": "AMPEX CORPORATION 1992 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 8260}]
{"company-data": {"conformed-name": "AMPEX CORP /DE/", "cik": "0000887433", "assigned-sic": "3663", "irs-number": "133667696", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81534", "film-number": "02520258"}, "business-address": {"street1": "500 BROADWAY", "street2": "MAIL STOP 3-36", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-3199", "phone": "4153672011"}, "mail-address": {"street1": "500 BROADWAY", "street2": "MAIL STOP 3-36", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-3199"}, "former-company": [{"former-conformed-name": "AMPEX INC", "date-changed": "19930328"}, {"former-conformed-name": "AMPEX INC /DE/", "date-changed": "19940505"}]}
As filed with the Securities and Exchange Commission on January 29, 2002
                           Registration No. 333-_____

                       ----------------------------------

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

                                    FORM S-8
            Registration Statement under the Securities Act of 1933

                               Ampex Corporation
             (Exact name of Registrant as specified in its charter)

              Delaware                               13-3667696
       (State of incorporation)         (I.R.S. employer identification number)

                                  1228 Douglas
                         Redwood City, California 94063
          (Address of principal executive offices, including zip code)

                   Ampex Corporation 1992 Stock Incentive Plan
                            (Full title of the plan)

                              Joel D. Talcott, Esq.
                                Ampex Corporation
                                  1228 Douglas
                         Redwood City, California 94063
                                 (650) 367-3330
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             Craig L. McKibben, Esq.
                                Ampex Corporation
                              135 East 57th Street
                            New York, New York 10022

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
  Title of Securities   Amount to be              Proposed              Proposed                Amount of
   to be Registered     Registered                Maximum               Maximum                 Registration Fee
                                                  Offering Price        Aggregate Offering
                                                  Per Share             Price
----------------------------------------------------------------------------------------------------------------------
Class A                 4,000,000 shares (1)      $0.165 (2)            $660,000 (2)            $158.00
Common Stock
----------------------------------------------------------------------------------------------------------------------
(1)  Represents  additional shares available for grants of awards under the 1999
     Stock Incentive Plan as of June 18, 1999.

(2)  Estimated as of January 25, 2002, pursuant to Rule 457(c) of the Securities
     Act of  1933,  as  amended,  solely  for the  purpose  of  calculating  the
     registration fee.
This Registration  Statement relates to 4,000,000 shares of the Class A
Common Stock, $0.01 par value per share (the "Class A Stock") of the Registrant,
reserved for issuance under the Ampex Corporation 1992 Stock Incentive Plan (the
"Plan").  On April  12,  1994,  the  Registrant  filed a Form  S-8  Registration
Statement  (file no.  33-  77664) to  register  750,000  shares of Class A Stock
reserved for issuance under the Plan; on May 23, 1995,  the  Registrant  filed a
Form S-8  Registration  Statement (file no.  33-92640) to register an additional
1,500,000  shares of Class A Stock reserved for issuance under the Plan; on June
10, 1996,  the  Registrant  filed a Form S-8  Registration  Statement  (file no.
333-05623) to register an additional  2,000,000 shares of Class A Stock reserved
for issuance  under the Plan;  and on August 30, 1996,  the  Registrant  filed a
Post-Effective Amendment No. 1 to the Form S-8 Registration Statement previously
filed on June 10, 1996 (file no.  333-05623)  to reflect  amendments to the Plan
made in accordance with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.  The  contents of such  Registration  Statements,  as so  amended,  are
incorporated herein by reference.

Item 8.     Exhibits.

4.01        Registrant's  1992 Stock Incentive Plan, as amended through June 18,
            1999.

5.01        Opinion of Counsel.

23.01       Consent of Counsel (included in Exhibit 5.01).

23.02       Consent of PricewaterhouseCoopers LLP.

24.01       Power of Attorney (see page 3).

                                        2
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  State of New York,  on January  25,
2002.

                                          AMPEX CORPORATION

                                          By:  /s/ Craig L. McKibben
                                             ----------------------------
                                          Craig L. McKibben
                                          Vice President, Treasurer and
                                          Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below does hereby  constitute and appoint Edward J. Bramson and Craig L.
McKibben or either of them, with full power to act, his  attorney-in-fact,  with
the power of substitution for him in any and all capacities,  to sign any or all
amendments  to this  Registration  Statement,  and to file  the  same,  with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Securities  and Exchange  Commission,  hereby  ratifying and confirming all that
each of said  attorneys-in-fact,  or his  substitute or  substitutes,  may do or
cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                     Title                                   Date
              ---------                                     -----                                   ----
/s/ Edward J. Bramson            Chairman and Chief Executive Officer                    January 25, 2002
------------------------------        and Director (Principal Executive Officer)
Edward J. Bramson

     /s/ Craig L. McKibben            Vice President, Treasurer, Chief Financial              January 25, 2002
------------------------------        Officer and Director (Principal Financial
Craig L. McKibben                     Officer and Principal Accounting Officer)

     /s/ Douglas T. McClure           Director                                                January 25, 2002
-----------------------------
Douglas T. McClure Jr.

     /s/ Peter Slusser                Director                                                January 25, 2002
-----------------------------
Peter Slusser

     /s/ William A. Stoltzfus, Jr.    Director                                                January 25, 2002
----------------------------------
William A. Stoltzfus, Jr.
3
EXHIBIT INDEX

Exhibit Number      Description
--------------      -----------

4.01                Registrant's  1992 Stock  Incentive Plan, as amended through
                    June 18, 1999.

5.01                Opinion of Counsel.

23.01               Consent of Counsel (included in Exhibit 5.01).

23.02               Consent of PricewaterhouseCoopers LLP.

24.01               Power of Attorney (see page 3).

                                        4