As filed with the Securities and Exchange Commission on July 18, 2000
                          Registration No. 33_________

                -----------------------------------------------
                                  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)

                                  500 Broadway
                       Redwood City, California 94063-3199
          (Address of principal executive offices, including zip code)

                     Ampex Corporation 2000 Stock Bonus Plan
                            (Full title of the plan)

                              Joel D. Talcott, Esq.
                                Ampex Corporation
                             500 Broadway, M.S. 1101
                       Redwood City, California 94063-3199
                                 (650) 367-3330
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             David D. Griffin, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                               75 East 55th Street
                            New York, New York 10022

<TABLE>
<CAPTION>

                         Calculation of Registration Fee


Title of Securities Amount to be         Proposed          Proposed            Amount of
 to be Registered   Registered (1)       Maximum           Maximum             Registration Fee
                                         Offering Price    Aggregate Offering
                                         Per Share         Price
-----------------------------------------------------------------------------------------------
<S>                 <C>                  <C>               <C>                 <C>
Class A             2,500,000 shares (2) $1.44 (3)         $3,600,000          $962.00
Common Stock
-----------------------------------------------------------------------------------------------
</TABLE>


(1)     This  Registration  Statement shall also cover any additional  shares of
        Class A Common Stock which become  issuable under the Ampex  Corporation
        2000 Stock  Bonus  Plan by reason of any stock  dividend,  stock  split,
        recapitalization or other similar transaction.

(2)     Represents the maximum  number of shares  available for stock bonuses or
        direct  stock  purchase  rights  under the 2000  Stock  Bonus Plan as in
        effect on the date hereof.

(3)     Calculated under Rule 457(c) of the Securities Act of 1933, as amended.


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                                EXPLANATORY NOTE

        This  Registration  Statement has been  prepared in accordance  with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the "1933
Act") to  register up to  2,500,000  shares of Class A Common  Stock,  $0.01 par
value per share (the "Class A Stock"),  of the Registrant  reserved for issuance
under the Ampex Corporation 2000 Stock Bonus Plan (the "2000 Plan").

        Under  cover  of this  Form  S-8 is a  reoffer  prospectus  prepared  in
accordance  with Part I of Form S-3 under the 1933 Act and  pursuant  to General
Instruction C to Form S-8. The reoffer  prospectus  may be used for reoffers and
resales  made  on a  continuous  or  delayed  basis  in the  future  of up to of
2,500,000  shares of the Class A Stock which are reserved for issuance under the
2000 Plan that  constitute  "control  securities"  within the meaning of General
Instruction  C  to  Form  S-8.  In  this  Registration   Statement  and  reoffer
prospectus,  unless otherwise indicated or required by form or context, "Ampex,"
"Registrant," "Company," "we," "us" and "our" all refer to Ampex Corporation and
its predecessors and subsidiaries.


REOFFER PROSPECTUS

                                AMPEX CORPORATION

                    2,500,000 SHARES OF CLASS A COMMON STOCK

                           AMPEX 2000 STOCK BONUS PLAN
                            -------------------------



INVESTING IN SHARES OF OUR CLASS A STOCK  INCLUDES  CERTAIN RISKS AS OUTLINED IN
OUR "RISK FACTORS" SECTION BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE  COMMISSION (THE "COMMISSION") NOR ANY STATE
SECURITIES  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE  ACCURACY OR  ADEQUACY OF THE  DISCLOSURES  IN THE  PROSPECTUS  AND ANY
CONTRARY REPRESENTATION IS A CRIMINAL OFFENSE.

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

                              DATED: JULY 18, 2000

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


                                TABLE OF CONTENTS


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ...............................3

THE COMPANY....................................................................3

PROSPECTUS SUMMARY.............................................................4



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RISK FACTORS...................................................................4

USE OF PROCEEDS...............................................................12

SELLING SECURITY HOLDERS......................................................12

PLAN OF DISTRIBUTION..........................................................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................13



                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        This reoffer prospectus, including the information incorporated in it by
reference, as well as other information we have filed from time to time with the
Commission,  contains  forward-looking  statements  within  the  meaning  of the
federal securities laws.  Forward-looking  statements address our current plans,
intentions,   beliefs  and   expectations  and  statements  of  future  economic
performance based upon available  information.  Statements containing terms like
"believes,"  "does not believe,"  "plans,"  "expects,"  "intends,"  "estimates,"
"anticipates"  and other words and phrases of similar  meaning are considered to
imply uncertainty and are considered forward-looking statements.

        Our actual results,  performance or achievements  may differ  materially
from the anticipated results,  performance or achievements that are expressed or
implied  by our  forward-looking  statements.  We  assume no  responsibility  or
obligation to update our forward-looking statements.

                                   THE COMPANY

        We are a leading  innovator of visual  information  technology  that has
traditionally specialized in the development and manufacture of high performance
recording  products used for the  acquisition and processing of data and for the
storage  of mass  computer  data,  especially  images.  Recently,  in  order  to
capitalize  on our  expertise  and  technology  in digital  video,  we have been
focusing on the  development  and  expansion of our Internet  video  businesses,
through internal projects, acquisitions and strategic investments, which in 1999
we consolidated in our subsidiary iNEXTV Corporation ("iNEXTV").  We are seeking
to leverage our significant  experience in digital video  processing to become a
major provider of Internet video programming services and technology.

        During our 56-year history,  we have developed  substantial  proprietary
technology relating to the electronic storage, processing and retrieval of data,
particularly  images,  certain  of which we have  elected  to  patent or seek to
patent. We currently hold  approximately  1,000 patents and patent  applications
covering digital  image-processing and recording  technology,  and have licensed
our patents  primarily for use in  videocassette  recorders  and other  consumer
products.  In the years 1994 through  1999,  our licensing  income  averaged $15
million per year. However, royalty income has fluctuated materially from year to
year, and there can be no assurance that we will continue to generate comparable
levels of royalty income in future periods.

        Our Internet video businesses are conducted primarily through our iNEXTV
subsidiary,  which manages our Internet operations,  and our Internet Technology
Group  ("ITG"),  which was  organized to conduct the research,  development  and
engineering  of products  and  services  for the  Internet.  The iNEXTV  network
currently  includes:   Alternative   Entertainment  Network,  Inc.  ("AENTV"  or
"AENTV.com"),   a  provider  of  on-demand   streaming  video  sites  about  the
entertainment industry; EXBTV.com, a producer and netcaster of original Internet
programming covering the executive branch of the U.S. government;  TV onthe WEB,
Inc. ("TV onthe WEB" or "TVontheWEB.com"),  a leading provider of webcasting and
other Internet video services; and TV1 Internet Television


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("TV1" or "TV1.de"),  a leading European webcaster.  Our Internet operations are
at an early stage of development and have not yet produced significant revenues.
Accordingly,  these  operations  involve  a  material  risk of  loss  and can be
expected to remain unprofitable for a substantial period of time.

        We also own MicroNet Technology,  Inc. ("MicroNet"),  which manufactures
disk arrays and related storage  products for image-based  markets,  such as the
video and  commercial  pre-press  markets.  MicroNet's  principal  disk  storage
products include its Genesis(TM),  SANcube(TM) and RAIDbank  2000(TM) disk array
systems.

        In  February  2000,  in order  to focus  more  sharply  on our  Internet
businesses,  we announced  plans to sell Ampex Data Systems  Corporation  ("Data
Systems" or "ADSC"),  a subsidiary  engaged in the  manufacture and sale of high
performance mass data storage and  instrumentation  recorders and systems.  Data
Systems  products are sold  primarily  for use in the  television  broadcast and
government  markets.  We have  not yet  entered  into a  contract  to sell  Data
Systems,  and there can be no assurance  that a contract will be entered into or
as to the terms or timing of any sale.  Pending  consummation  of a sale, and in
accordance with generally accepted accounting principles,  we have accounted for
Data Systems' operations as a discontinued  business as of December 31, 1999 and
for each of the three  years then  ended.  Following  the  planned  sale of Data
Systems, our principal products will be the MicroNet products, and our principal
business operations will be conducted by iNEXTV, ITG and MicroNet.

        We were  incorporated  in Delaware in January 1992 as the successor to a
business originally organized in 1944.

                               PROSPECTUS SUMMARY

        The primary  purposes of the 2000 Plan are to permit us to pay non-cash,
equity compensation to eligible  individuals for services provided to us, and to
encourage   continued  service  and  the  achievement  of  certain   performance
objectives by such  individuals.  In our recruitment and retention of employees,
we compete with other high technology and internet service companies. We believe
that the 2000 Plan is an  important  compensation  vehicle that will allow us to
attract and retain highly qualified  employees in our core businesses,  and will
align the  long-range  interests  of key  employees  with the  interests  of our
stockholders.  The 2000 Plan will also enable us to conserve cash that otherwise
might be required to pay compensation to eligible individuals.

        Our principal executive office is located at 500 Broadway, Redwood City,
CA 94063,  telephone  number (650) 367-2011.  Our Class A Stock is traded on the
American Stock Exchange under the symbol "AXC".

                                  RISK FACTORS

        In this  section,  we highlight  some of the risks  associated  with our
business and operations.  Investing in our shares can be risky and you should be
able to bear a complete loss of your  investment.  To fully understand the level
of risk  involved  when  considering  an  investment  in our shares,  you should
carefully consider the following risk factors,  as well as the other information
contained in this reoffer prospectus.

Risk of Continuing Losses

        We have  incurred  significant  operating and net losses for fiscal year
1999 and for subsequent periods. These losses were primarily due to our Internet
video programming activities,  promotional expenses and amortization of goodwill
of  acquired  businesses.   We  also  incurred  certain  interest  expenses  and
additional  losses from our  discontinued  operations.  Total  revenues were not
sufficient to offset these items. Although we expect our Internet video revenues
to  increase,  we  cannot  be sure they  will be  sufficient  to offset  similar
expenses  and/or  losses  that may be  incurred.  Also,  we  cannot be sure that
expenses and losses will not increase as well during  these  periods.  We may be
required to incur additional indebtedness in connection with future acquisitions
or our Internet expansion plans which could


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increase future interest expenses.  In addition, we cannot predict the amount of
licensing  royalties that may be recognized in future periods.  Accordingly,  we
expect operating and net losses to continue at least for the near future.

Risks Associated with iNEXTV and Internet Video Strategy

        Our Internet subsidiary, iNEXTV, was formed in mid-1999, and has not yet
generated any material advertising or sales revenues. The business and prospects
of iNEXTV, and our Internet video strategy in general,  are subject to the risks
and uncertainties typical of companies in the early stages of development. These
risks are especially high in new and rapidly  evolving markets such as those for
Internet  content,   advertising  and  electronic  commerce  (e-commerce).   The
development  of iNEXTV  and the  implementation  of our  strategy  to expand our
Internet video businesses involve special risks and uncertainties, including but
not limited to the following:

        -      the ability of iNEXTV and its affiliates to
               identify, produce or acquire and deliver
               compelling, quality video programming over the
               Internet that appeals to its target audiences;

        -      the ability of iNEXTV and its affiliates to obtain
               and manage key employees and other resources
               necessary for growth and profitability;

        -      market acceptance of streaming media technology
               which is subject to congestion and interruptions
               on the Internet and requires specialized software,
               technical expertise and increased bandwidth;

        -      dependence upon the continued acceptance and
               growth of the Internet as a significant medium for
               advertising and e-commerce;

        -      iNEXTV's ability to generate advertising revenues
               from the Internet and the ability for it to sell
               goods and services over the Internet;

        -      the ability of iNEXTV and its affiliates to
               attract and retain sponsors and advertisers,
               content developers and other key partners
               necessary to make its websites viable;

        -      dependence upon timely delivery and integration of
               website software and hardware purchased from third
               parties used in its EXBTV.com and iSTYLETV.com
               websites;

        -      vulnerability of Internet content delivery to
               system failures and interruptions for a variety of
               reasons, including computer viruses and other
               breaches of security;

        -      dependence upon Internet service providers, web
               browsers, providers of streaming media products
               and others to provide Internet access to iNEXTV's
               websites and programming;

        -      our ability to innovate, upgrade and transfer to
               iNEXTV and its affiliates audio or video
               technology for Internet-based applications;




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        -      competition among Internet broadcasters and
               providers of products and services for users,
               advertisers, content and new products and
               services;

        -      uncertainty about the adoption and application of
               new laws and proposed taxation and government
               regulations relating to Internet businesses, which
               could have a negative affect on Internet business.
               Some of these negative effects include their
               slowing down of Internet growth, adversely
               affecting the viability of e-commerce, exposing
               iNEXTV to potential liabilities or negative
               criticism for mishandling customer security or
               user privacy concerns or otherwise adversely
               affecting its Internet businesses;

        -      our ability to obtain licenses of intellectual
               property developed by others that affect Internet
               usage. Intellectual property claims against us
               could be costly and could result in our losing
               significant rights related to our Internet
               business;

        -      our ability to expand successfully in the European
               or other foreign markets, which is likely to be
               subject to cultural and language barriers,
               different regulatory environments, currency
               exchange rate fluctuations and other difficulties
               and uncertainties relating to managing foreign
               operations; and

        -      likelihood of continued and significant expenses
               resulting in material losses in future periods.
               Such losses could negatively affect the price of
               our securities. A decrease in the price of our
               securities could force us to seek additional
               capital, which may not be available on
               satisfactory terms, or at all.

Risks Associated with Acquisition Strategy

        In order to expand our products  and  services,  we have made,  and will
continue  to  make  under  the  right  circumstances,   acquisitions  of  and/or
investments in other business  entities.  These entities may be involved in both
producing and  distributing  Internet video  programming.  We may not be able to
identify or acquire additional acquisition candidates in the future, or complete
any further  acquisitions  or  investments  on  satisfactory  terms.  We are not
currently  engaged in negotiating  any specific  acquisitions  of other business
entities and we make no assurances as to when or if we will make acquisitions in
the future. In order to pay for future acquisitions or investments, we may:

        -      issue additional equity securities which would
               dilute the ownership interest of our existing
               stockholders;

        -      incur additional debt; and/or

        -      amortize goodwill and other intangibles or incur
               other related charges which could materially
               impact earnings.

        Acquisitions  and  investments   involve  numerous   additional   risks,
including difficulties in the integration and management of operations, services
and  personnel  of the acquired  companies.  We may also  encounter  problems in
entering  markets  and  businesses  in which we have  limited or no  experience.
Acquisitions can also divert management's


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attention  from  other  business  concerns.  We also  may  make  investments  in
companies in which we have less than a 100% interest.  Such investments  involve
additional risks,  including our inability to control the management or policies
of such entities, and risks of potential conflicts with other investors. We have
invested in companies that are in the early stage of development and that may be
expected  to  incur  substantial  losses.  Our  financial  resources  may not be
sufficient to fund the operations of such companies.  Accordingly,  there can be
no assurance that any  acquisitions  or investments  that we make will result in
any  returns,  or as to the  timing  of  any  such  returns.  In  addition,  the
possibility  exists  that we could  lose  all or a  substantial  portion  of our
investments.

Risk of Proposed Sale of Data Systems

        We  recently  announced  our  intention  to  sell  Data  Systems,  which
manufactures our high performance mass data storage and instrumentation products
for  entertainment  and  government  applications.  We have  accounted  for this
subsidiary's  operations as a  discontinued  business  effective with its fiscal
year 1999  financial  statements.  We have  retained the services of a financial
advisory  firm to  assist  with  the  sale and  have  entered  into  preliminary
discussions with potential  purchasers.  We have not entered into any definitive
agreement  of  sale  and  there  can be no  assurance  that  we  will be able to
consummate a sale.  Data Systems has  experienced a decline in its product sales
and we cannot assure that this decline will not  continue.  We intend to use the
proceeds of the proposed sale to expand our Internet  video  operations  through
iNEXTV and other Internet activities.  In addition,  we plan to use the proceeds
from the sale to  reduce  and/or  eliminate  debt and  offset  potential  losses
attributable to iNEXTV or our other operations.  We realize that there can be no
assurance  that any such proceeds  will be sufficient to do so. In addition,  if
the proposed sale is consummated,  we may retain certain liabilities  associated
with Data Systems' prior  operations,  including  pension  benefit  obligations,
environmental liabilities and indemnification  obligations customarily contained
in sale agreements.

Risk of Leverage

        As of March 31, 2000, we had  outstanding  approximately  $45 million of
total  borrowings,  which  includes $44 million  principal  amount of 12% Senior
Notes due 2003 and $1 million of  subsidiary  indebtedness.  We have  invested a
portion  of the  proceeds  from the  Senior  Notes in our  MicroNet  and  iNEXTV
subsidiaries and for general corporate purposes. We have also invested a portion
of the  balance of these  proceeds  in  government  securities  and, in order to
realize yields  approaching the interest rate on the Senior Notes,  from time to
time have  invested in high- yield mutual funds and  corporate  securities.  The
high-yield  mutual funds and corporate  securities may have, in some  instances,
longer terms and lower credit quality than U.S.  government  securities.  We may
also engage in various transactions in derivative  securities,  although we have
not yet done so.

        We may  incur  additional  indebtedness  from  time to  time to  finance
acquisitions  or  capital  expenditures  or for other  purposes,  subject to the
restrictions in the indenture governing the Senior Notes. The degree to which we
are  leveraged,  and the types of  investments  we select,  could have important
consequences to investors, including the following:

        -      a substantial portion of our consolidated cash
               flow from operations must be dedicated to the
               payment of principal and interest on outstanding
               indebtedness, and is therefore unavailable for
               other purposes;

        -      our ability to obtain additional financing in the
               future for working capital needs, capital
               expenditures, acquisitions and general corporate
               purposes may be materially limited or impaired, or
               such financing may not be available on terms
               favorable to us;

        -      we may be more highly leveraged than our
               competitors, which may place


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               us at a competitive disadvantage;

        -      our leverage may make us more vulnerable to a
               downturn in our business or the economy in
               general;

        -      investments in securities with lower credit
               quality or longer maturities could subject us to
               potential losses due to nonpayment or changes in
               market value of those securities. Also,
               transactions in derivative securities could expose
               us to losses caused by stock market fluctuations;
               and

        -      the financial covenants and other restrictions
               contained in the Senior Note indenture and other
               agreements relating to our indebtedness may
               restrict our ability to borrow additional funds,
               to dispose of assets or to pay dividends on
               preferred or common stock or repurchase preferred
               or common stock.

        We  expect  cash  balances  and cash  flow  from  royalty  income  to be
sufficient to fund anticipated operating expenses, capital expenditures and debt
service  requirements as they become due, at least through 2000. There can be no
assurance,  however,  that the  amounts  available  from these  sources  will be
sufficient  for such  purposes  in  future  periods.  We may also  seek to raise
additional  equity  capital  in the  private or public  markets  to finance  the
expansion  of our Internet  video  businesses.  No  assurance  can be given that
additional  sources of funding will be  available if required or, if  available,
will be on terms  satisfactory  to us. If we cannot service our  indebtedness we
will be forced to adopt  alternative  strategies.  These  strategies may include
reducing  or  delaying  capital   expenditures,   selling   additional   assets,
restructuring  or refinancing our  indebtedness.  There can be no assurance that
any of these  strategies will be successful or that they will be permitted under
the Senior Note indenture, if applicable.

Fluctuations in Royalty Income

        Our results of operations  in certain prior periods  reflect the receipt
of  significant  royalty  income,   including  material   nonrecurring  payments
resulting from negotiated  settlements primarily related to sales of products by
manufacturers   before  negotiating   licenses  from  us.  Although  we  have  a
substantial  number of  outstanding  and pending  patents,  and our patents have
generated  substantial  royalties in the past,  it is  impossible to predict the
amount of royalty  income we will  receive  in the  future.  Royalty  income has
historically  fluctuated  significantly from quarter to quarter and year to year
due to a number of factors that we cannot  predict.  These  factors  include the
extent to which third parties use our patented  technology,  the extent to which
we must pursue  litigation  in order to enforce our  patents,  and the  ultimate
success of our licensing and litigation activities. Accordingly, there can be no
assurance of the level of royalty income that will be realized in the future. As
we expand our Internet video businesses, the significance of our royalty income,
relative  to  operating   income,   will  vary.  This  variation  is  due,  most
significantly,  to the  anticipated  sale of Data  Systems.  Should  the sale be
finalized,  the  significance  of  royalty  income  could  decrease  should  the
royalties be sold as part of the sale of Data Systems.  However,  if the sale of
Data Systems does not occur,  or if the sale does not include  royalty income as
part of the transaction, then the significance of royalty income may be expected
to increase until and unless our Internet businesses become profitable.

        The costs of patent  litigation  can be material.  Involvement in patent
enforcement  litigation may also increase the risk of counterclaims alleging our
infringement  of patents  held by third  parties or  seeking to  invalidate  our
patents.  Moreover,  there is no  assurance  that we will  continue  to  develop
patentable technology that will be able to generate significant patent royalties
in the future to replace our patents as they expire.



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Dependence on Licensed Patent Applications and Proprietary Technology

        Our success depends, in part, upon our ability to establish and maintain
the  proprietary  nature of our  technology  through  the  patent  process.  The
possibility  always exists that one or more of our patents will be  successfully
challenged,  invalidated or  circumvented or that we will otherwise be unable to
rely on such patents for any reason.  In addition,  there exists the possibility
that competitors  will seek to apply for and obtain patents that prevent,  limit
or interfere  with our ability to make,  use and sell our products.  Many of our
competitors  have  substantial  resources and made  substantial  investments  in
competing  technologies.  If any of our  patents  are  successfully  challenged,
invalidated or circumvented or our right or ability to manufacture products were
to be proscribed or limited,  our ability to continue to manufacture  and market
our products could be adversely affected.  Any adverse effects on our ability to
continue to  manufacture  and market our  products  would likely have a material
adverse effect upon our business, financial condition and results of operations.

        Litigation  may be necessary to enforce our patents and to protect trade
secrets or know-how  owned by us. In  addition,  litigation  may be necessary to
determine the  enforceability,  scope and validity of the proprietary  rights of
others. Any litigation or interference proceedings brought against, initiated by
or otherwise  involving us may require us to incur  substantial  legal and other
fees and  expenses  and may  require  some of our  employees  to devote all or a
substantial  portion  of  their  time  to the  prosecution  or  defense  of such
litigation or proceedings.

Rapid Technological Change and Risks of New Product and Services Development

        The  industries and markets from which we derive  revenues,  directly or
through our licensing  program,  are  characterized  by continual  technological
change and the need to introduce new products,  product  upgrades,  services and
patentable technology.  This has required, and will continue to require, that we
expend  substantial  funds for the research,  development and engineering of new
products  and  advances  to  existing  products.  With  respect to our  Internet
operations,  this  requires  that we  develop  and  implement  new  content  and
services.  The  possibility  exists that our  existing  products,  services  and
technologies will become obsolete and that certain or all new products, services
or  technologies  will not win commercial  acceptance.  Obsolescence of existing
product lines,  or inability to develop and introduce new products and services,
could have a material and adverse  effect on our sales and results of operations
in the future.  The development and introduction of new  technologies,  services
and products are subject to inherent  technical and market risks,  and there can
be no assurance that we will be successful in this regard.

        In 1999,  MicroNet  changed  its focus to  concentrate  on its  high-end
products and has recently  introduced  and expects to introduce  later this year
several new products and new versions of existing products.  Although we believe
that these products will be well received,  there is no guarantee that they will
be  introduced  on a timely  basis or will achieve  significant  market share or
generate  significant  sales  revenues.  To the extent  that  MicroNet  fails to
improve its  profitability,  we will be required to devote resources  (including
management's  time and attention) to MicroNet that would  otherwise be available
for the expansion of our Internet video businesses.

Competition

        The market for Internet products and services is highly  competitive and
characterized  by  multiple  competitors  and  low  barriers  to  entry.  We are
attempting to develop  improvements  in video quality in order to  differentiate
ourselves from our competitors.  However,  other companies may develop competing
technologies  and we may be unable to obtain patent or other  protection for our
Internet video technology.  In addition, the market for Internet advertising and
electronic  commerce,  upon which iNEXTV's Internet operations will be partially
dependent  to achieve  ultimate  profitability,  is  intensely  competitive.  We
believe this competition will intensify.

        MicroNet's  competitors  include  large  companies  such  as  EMC,  Data
General,  IBM and small system  integrators.  Many of these  companies  are more
established and have greater resources than MicroNet. There is no assurance that
MicroNet will be able to compete successfully in these markets.


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Dependence on Certain Suppliers

        We  purchase  certain  components  from a  single  domestic  or  foreign
manufacturer  for  use in our  disk  arrays  and  other  manufactured  products.
Significant  delays in deliveries or defects in such  components  have adversely
affected  our  manufacturing  operations  and we  are  currently  qualifying  an
alternative  supplier.  In addition,  we produce highly  engineered  products in
relatively  small  quantities.  As a result,  our ability to cause  suppliers to
continue  production of certain  products on which we may depend may be limited.
We generally do not enter into  long-term  raw  materials or  components  supply
contracts.

Risks Related to International Operations

        International  operations  are  subject  to a number of  special  risks,
including limitations on repatriation of earnings,  restrictive actions by local
governments,   and   fluctuations  in  foreign   currency   exchange  rates  and
nationalization. Additionally, export sales are subject to export regulation and
restrictions imposed by U.S. government  agencies.  Fluctuations in the value of
foreign currencies can affect our results of operations. We do not normally seek
to mitigate our exposure to exchange  rate  fluctuations  by hedging our foreign
currency positions.

        The  expansion  of iNEXTV's  European  operations,  which are  conducted
primarily  through TV1, may generate  advertising  and sales  revenues in future
periods,  although we have not  recognized  any  material  revenue to date.  The
European  operations  of iNEXTV are expected to be subject to certain  risks and
uncertainties.

        In January  1999,  the new "Euro"  currency  was  introduced  in certain
European  countries  that  are  part of the  European  Monetary  Union  ("EMU").
Beginning in 2003,  all EMU countries are expected to be operating with the Euro
as their single currency.  A significant  amount of uncertainty exists as to the
effect the Euro will have on the  marketplace  generally.  Some of the rules and
regulations relating to the governance of the currency have not yet been defined
and finalized. As a result, companies operating or conducting business in Europe
will need to ensure that their financial and other software  systems are capable
of processing  transactions and properly handling the Euro. We are assessing the
effect the introduction of the Euro will have on our internal accounting systems
and the potential  sales of our products.  We will take  appropriate  corrective
actions based on the results of such assessment.  We have not yet determined the
costs  related to  addressing  this issue.  This issue is not expected to have a
material adverse affect on our business.

Volatility of Stock Price

        The  trading  price of our Class A Stock has been and can be expected to
be  subject  to  significant  volatility,   reflecting  a  variety  of  factors,
including:

        -      quarterly fluctuations in operating results;

        -      announcements of acquisitions, Internet
               developments or new product introductions by us or
               our competitors;

        -      reports and predictions concerning us by analysts
               and other members of the media;

        -      issuances of substantial amounts of Class A Stock
               in order to redeem outstanding shares of its
               Preferred Stock, or otherwise; and

        -      fluctuations in trading volume of our Class A
               Stock, and general economic or market conditions.



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        The stock market in general,  and Internet and  technology  companies in
particular,   have  experienced  a  high  degree  of  price  volatility.   These
fluctuations  have  had a  substantial  effect  on the  market  prices  of  many
companies for reasons that often are unrelated or  disproportionate to operating
performance.  These broad market and industry  fluctuations may adversely affect
the price of our Class A Stock, regardless of our operating performance.

Dependence on Key Personnel

        We are highly  dependent on our management and our success  depends upon
the availability and performance of key executive officers and directors. Except
for certain  employees  of our  Internet  affiliates,  we have not entered  into
employment  agreements  with our key employees,  and the loss of the services of
key persons  could have a material  adverse  effect.  We do not maintain key man
life insurance on any of these individuals.

Anti-Takeover Consequences of Certain Governing Instruments

        Our  Certificate  of  Incorporation  provides for a classified  Board of
Directors,  with  members of each  class  elected  for a  three-year  term.  The
Certificate  of  Incorporation  provides for  nullification  of voting rights of
certain  foreign  stockholders  in  certain  circumstances   involving  possible
violations of security  regulations of the United States  Department of Defense.
The instrument governing our outstanding Preferred Stock, which has an aggregate
liquidation  value of  approximately  $37.6 million at March 31, 2000,  requires
that  we make  mandatory  offers  to  redeem  those  securities  out of  legally
available funds in the event of a change of control.  For this purpose, a change
of control  includes the  following  events:  a person or group of people acting
together acquires 30% or more of our voting securities; we merge, consolidate or
transfer  all or  substantially  all  of our  assets;  or our  dissolution.  The
Certificate  of  Incorporation  authorizes  the  Board  of  Directors  to  issue
additional  shares of  Preferred  Stock  without the vote of  stockholders.  The
indenture  governing our outstanding Senior Notes, in the total principal amount
of $44  million,  requires  us to  offer to  repurchase  the  Senior  Notes at a
purchase  price  equal  to  101% of the  outstanding  principal  amount  thereof
together  with accrued and unpaid  interest in the event of a change of control.
Under the indenture, a change of control includes the following events: a person
or group of people acting together  acquires 50% or more of our voting stock; or
the  transfer  of  substantially  all of our assets to any such person or group,
other than to certain of our subsidiaries and affiliates.

        These  provisions  could  have  anti-takeover   effects  by  making  our
acquisition   by  a  third  party  more   difficult   or  expensive  in  certain
circumstances.

Nonpayment of Dividends

        We  have  not  declared  dividends  on  our  Class  A  Stock  since  our
incorporation  in 1992 and we have no present  intention of paying  dividends on
our Class A Stock. We are also restricted by the terms of certain agreements and
of the outstanding Preferred Stock as to the declaration of dividends.

Environmental Issues

        Our facilities are subject to numerous federal, state and local laws and
regulations  designed  to  protect  the  environment  from waste  emissions  and
hazardous  substances.  Owners  and  occupiers  of  sites  containing  hazardous
substances, as well as generators and transporters of hazardous substances,  are
subject to broad liability under various  federal and state  environmental  laws
and regulations.  This liability  includes  investigative  and cleanup costs and
damages arising out of past disposal activities. We have been named from time to
time as a  potentially  responsible  party by the  United  States  Environmental
Protection  Agency with respect to contaminated  sites that have been designated
as   "Superfund"   sites.   We  are  also   engaged  in  various   environmental
investigation, remediation and/or monitoring activities at several sites located
off our facilities.  There can be no assurance that we will not ultimately incur
liability  in excess of amounts  currently  reserved  for pending  environmental
matters,  or that additional  liabilities with respect to environmental  matters
will not be asserted. In addition, changes in environmental regulations could


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impose the need for additional  capital  equipment or other  requirements.  Such
liabilities  or  regulations  could have a material  adverse effect on us in the
future.


                                 USE OF PROCEEDS

        All net  proceeds  from the sale of the  Class A Stock  offered  by this
reoffer prospectus will go to the selling security holders.  We will not receive
any proceeds from these sales.

                            SELLING SECURITY HOLDERS

        The Class A Stock to which this  reoffer  prospectus  relates  are being
registered  for  reoffers and resales by the selling  security  holders who will
acquire the shares pursuant to the 2000 Plan. At this time, the selling security
holders are not currently  identifiable  and their identity will be disclosed as
they become known. In addition,  the amounts of securities  available to be sold
by the selling  security  holders is not  currently  available  and will also be
provided  as they become  known.  Under the 2000 Plan,  no  security  holder may
receive  a stock  award  for more  than  250,000  shares of Class A Stock in the
aggregate in any calendar  year,  except for those persons who were not eligible
individuals prior to the time of the grant of the stock award.

        The  selling  security  holders may sell all, a portion or none of their
Class A Stock  from time to time.  The  selling  security  holders  include  our
officers,  employees and directors, as well as consultants and advisors. We will
supplement this prospectus as required to identify the selling  security holders
and the amount of shares to be sold hereunder by each selling security holder.

                              PLAN OF DISTRIBUTION

        This reoffer  prospectus covers the sale of Class A Stock by the selling
security  holders.  As used herein,  the term "selling security holder" includes
donees and pledges selling shares received from a named selling  security holder
after the date of this  prospectus.  The selling  security holders may offer and
sell their shares as  principals or through one or more  underwriters,  brokers,
dealers  or  agents,  from  time  to  time,  in one  or  more  of the  following
transactions, which may include block transactions:

        -      on any exchange or in an over-the-counter market;

        -      in transactions otherwise than on an exchange or
               in an over-the-counter market;

        -      through put and call options or short sales
               relating to the shares;

        -      at a fixed offering price which may be changed;

        -      at varying prices determined at the time of sale; or

        -      at negotiated prices.

        We will not be receiving  any cash  proceeds from the sale of the shares
by the selling security  holders.  Any such  underwriters,  brokers,  dealers or
agents may receive  underwriting  discounts  and  commissions,  which may exceed
customary  discounts,  concessions  or  commissions.  It is not  possible at the
present time to determine the price to the public in any such sale. Accordingly,
the  public  offering  price  and  the  amount  of any  applicable  underwriting
discounts  and  commissions  will be  determined at the time of such sale by the
selling security holder.



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        The aggregate  proceeds to the selling  security holder from the sale of
his or her  shares  will be the  purchase  price  of the  shares  sold  less all
applicable commissions and underwriters'  discounts,  if any, and other expenses
of issuance and distribution not borne by us. We will pay  substantially all the
expenses  incident to the  registration,  offering and sale of the shares to the
public  by  the  selling  security  holders  other  than  fees,   discounts  and
commissions of underwriters,  brokers, dealer or agents, if any, transfer taxes,
certain counsel fees and other similar selling expenses attributable to the sale
of the shares.

        The  selling  security  holders  and  any  broker-dealers  that  act  in
connection with the sale of shares might be deemed to be  "underwriters"  within
the  meaning  of the 1933 Act,  and any  commissions  received  by such  broker-
dealers and any profit on the resale of the shares sold by them while  acting as
principals might be deemed to be underwriting discounts or commissions under the
1933 Act.  We have agreed to  indemnify  the selling  security  holders  against
certain  liabilities,  including  those  arising under the 1933 Act. The selling
security holders may agree to indemnify any agent,  dealer or broker-dealer that
participates  in   transactions   involving  sales  of  shares  against  certain
liabilities, including liabilities arising under the 1933 Act.

        Because the selling security holders may be deemed to be  "underwriters"
under the 1933 Act, they will be subject to the prospectus delivery requirements
of the  1933  Act.  We have  informed  the  selling  security  holders  that the
anti-manipulative  provisions of Regulation M promulgated under the Exchange Act
may apply to their sales of the Class A Stock in the market.

        Selling  security  holders  also may  resell  all or a portion  of their
shares in open market transactions in reliance upon Rule 144 under the 1933 Act,
provided the sale meets the criteria  and conforms to the  requirements  of such
rule.

        Under the securities laws of certain  states,  the shares may be sold in
such states only through registered or licensed brokers or dealers. In addition,
in certain states the shares may not be sold unless they have been registered or
qualified  for  sale  in  such  state  or  an  exemption  from  registration  or
qualification is available and complied with.

        If and to the extent required,  the specific shares to be sold, the name
of the selling  security holder,  the respective  purchase prices and the public
offering  prices,  the names of any agent,  broker,  dealer or underwriter,  any
applicable commissions or discounts, and other facts material to the transaction
will be set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective  amendment  to the  registration  statement  that  includes  this
prospectus.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        We file annual,  quarterly and special  reports,  proxy  statements  and
other  information with the Commission.  You can inspect and copy these reports,
proxy statements and other information at the public reference facilities of the
Commission,  in room 1024, 450 Fifth Street,  N.W.,  Washington,  D.C.  20549; 7
World Trade  Center,  Suite  1300,  New York,  New York  10048;  and suite 1400,
Citicorp Center, 500 W. Madison Street,  Chicago,  Illinois 60661-2511.  You can
also obtain copies of these materials from the public  reference  section of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C., at prescribed  rates.
Please call the  Commission at  1-800-SEC-0330  for further  information  on the
public  reference  rooms. The Commission also maintains a web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically with the Commission (http://www.sec.gov).

        The Commission  allows us to  "incorporate by reference" the information
we file with it, which means that we can disclose  important  information to you
by referring to those documents. The information incorporated by reference is an
important part of this  prospectus,  and information that we file later with the
Commission  will  automatically  update  and  supersede  this  information.   We
incorporate  by reference  the  following  documents we filed or may file in the
future with the  Commission,  pursuant to Section 13 of the Securities  Exchange
Act of 1934, as


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amended (the "Exchange Act"):

        -      Our Annual Report on Form 10-K for the year ended
               December 31, 1999 as filed with the Commission on
               March 20, 2000, and amended on Form 10-K/A dated
               April 10, 2000;

        -      Our Quarterly Reports on Form 10-Q for the
               quarters ended June 30, 1999, September 30, 1999,
               and March 31, 2000;

        -      The description of our Class A Stock contained in
               Amendment No. 1 to Form 8-A Registration Statement
               filed with the Commission on November 5, 1999
               under Section 12 of the Exchange Act, including
               any amendment or report we may file for the
               purpose of updating such description.

        -      All reports and definitive proxy or information
               statements filed pursuant to Section 13(a), 13(c),
               14 or 15(d) of the Exchange Act which were filed
               after the date of this Registration Statement and
               prior to the filing of a post-effective amendment
               indicating that all securities offered under this
               Registration Statement have been sold or which
               de-registers all securities which remain unsold at
               that time.

        You may  request a copy of these  filings,  at no cost,  by  writing  or
telephoning us at the following:

                               Investor Relations
                                Ampex Corporation
                                  500 Broadway
                             Redwood City, CA 94063
                                  650-367-4111

        YOU  SHOULD  RELY  ONLY ON THE  INFORMATION  CONTAINED  IN THIS  REOFFER
PROSPECTUS OR IN DOCUMENTS  THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED IN THIS REOFFER PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS REOFFER PROSPECTUS.





                                AMPEX CORPORATION

                    2,500,000 SHARES OF CLASS A COMMON STOCK

                           AMPEX 2000 STOCK BONUS PLAN

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

                               REOFFER PROSPECTUS

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






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                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates by reference into this Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission (the "Commission"):

        (a)    The Registrant's Annual Report filed on Form 10-K, and as amended
               on Form 10-K/A, for its fiscal year ended December 31, 1999, as
               filed with the Commission;

        (b)    The Registrant's Quarterly Report on Form 10-Q for its fiscal
               quarter ended March 31, 2000, as filed with the Commission; and

        (c)    The description of the Registrant's Class A Stock contained in
               Amendment No. 1 to the Registrant's Form 8-A Registration
               Statement filed with the Commission on November 5, 1999 (the
               "1999 Form 8-A/A").

        All  reports  and  definitive  proxy  or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereby have been sold or which  de-registers  all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained in any subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        The terms, rights and provisions applicable to the Class A Stock are set
forth in the  Registrant's  1999 Form 8-A/A which is  incorporated  by reference
into this Registration Statement pursuant to Item 3(c) hereof.

Item 5. Interests of Named Experts and Counsel.

        Joel  D.Talcott  serves  as  an  Officer  and  General  Counsel  to  the
Registrant and holds options and shares of Class A Stock in the Registrant.

Item 6. Indemnification of Directors and Officers.

        The Registrant is a Delaware  corporation.  Reference is made to Section
145 of the Delaware General Corporation Law (the "DGCL"),  which provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed  legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such  person  is or  was  an  officer,  director,  employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually


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<PAGE>



and reasonably  incurred by such person in connection with such action,  suit or
proceeding,  provided  such officer,  director,  employee or agent acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the  corporation's  best  interests  and,  for  criminal  proceedings,   had  no
reasonable  cause to believe  that his or her conduct was  unlawful.  A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him or her  against  the  expenses  that he or she
actually and reasonably incurred.

        Reference is also made to Section 102(b)(7) of the DGCL, which enables a
corporation  in its  certificate  of  incorporation  to  eliminate  or limit the
personal  liability  of a director for monetary  damages for  violations  of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or that involve  intentional  misconduct or a knowing violation of
law,  (iii)  pursuant to Section 174 of the DGCL  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper personal benefit.

        The Registrant's By-laws provide indemnification,  to the fullest extent
permitted by  applicable  law as it presently  exists or may be amended,  to its
directors and officers and to anyone who is or was serving at the request of the
Registrant as a director,  officer,  employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity.

        The  Registrant's  Amended and  Restated  Certificate  of  Incorporation
eliminates  personal liability for the directors to the fullest extent permitted
by applicable law as it currently exists or may be amended.

        The Registrant has entered into agreements to indemnify its directors in
consideration  of their agreement to serve as directors of the Registrant and of
certain other  corporations  as requested by the  Registrant.  These  agreements
provide,  among other things,  that the  Registrant  will  indemnify and advance
certain  expenses,  including  attorneys' fees, to such directors to the fullest
extent  permitted  by  applicable  law, as such law may be amended  from time to
time, and by the Registrant's Amended and Restated Certificate of Incorporation,
By-laws and resolutions.

        The Registrant presently maintains a "Directors & Officers Liability and
Corporate  Reimbursement"  insurance  policy (the  "Policy")  with a $10,000,000
aggregate limit of liability in each policy year. The Policy  provides  coverage
to past,  present and future  directors and officers of the  Registrant  and its
subsidiaries  for losses  resulting  from  claims for which any such  officer or
director was not  indemnified  by the  Registrant.  The Policy also provides for
reimbursement  to the  Registrant  and  its  subsidiaries  for  amounts  paid to
indemnify  officers and directors for loss  resulting  from claims  against such
officers and  directors.  The Policy is subject to certain  exclusions,  such as
claims against officers and directors for dishonest, fraudulent or criminal acts
or omissions,  willful  violations of law, libel and slander,  bodily injury and
property damage, pollution, etc.

Item 7. Exemption from Registration Claimed.

        Not Applicable.



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Item 8.   Exhibits.                                                         Page

 4.01     Registrant's 2000 Stock Bonus Plan..................................21

 5.01     Opinion of Joel D. Talcott..........................................28

23.01     Consent of Joel D. Talcott (included in Exhibit 5.01)...............28

23.02     Consent of PricewaterhouseCoopers LLP...............................29

24.01     Power of Attorney (see Signatures)..................................19

Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended ("1933 Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  Registration  Statement (or the
               most recent post-effective amendment hereof) which,  individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Commission  pursuant to Rule 424(b) of the 1933 Act if,
               in the  aggregate,  the changes in volume and price  represent no
               more than a 20% change in the maximum  aggregate  offering  price
               set forth in the  "Calculation of Registration  Fee" table in the
               effective registration statement;

               (iii) To include any  material  information  with  respect to the
               plan  of   distribution   not   previously   disclosed   in  this
               Registration   Statement   or  any   material   change   to  such
               information.

               Provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
               not apply if the  Registration  Statement  is on Form S-3 or Form
               S-8,  and the  information  required  to be  included  in a post-
               effective  amendment by those paragraphs is contained in periodic
               reports filed by the Registrant pursuant to Section 13 or Section
               15(d) of the Exchange Act that are  incorporated  by reference in
               this Registration Statement.

        (2) That,  for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating to the securities  offered  therein and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.



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        The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        Insofar as  indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the provisions  discussed in Item 6 hereof or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefor,  unenforceable.  In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the  Registrant  will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.


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                                     <PAGE>



                                   SIGNATURES

        Pursuant to the  requirements of the 1933 Act, 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 July 17, 2000.

                                  AMPEX CORPORATION


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

        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  1933  Act,  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           July 17, 2000
--------------------------------      and Director (Principal Executive Officer)
Edward J. Bramson



     /s/ Craig L. McKibben            Vice President, Treasurer, Chief               July 17, 2000
--------------------------------      Financial Officer and Director (Principal
Craig L. McKibben                     Financial Officer and Principal Accounting
                                      Officer)




     /s/ Douglas T. McClure           Director                                       July 17, 2000
--------------------------------
Douglas T. McClure Jr.


     /s/ Peter Slusser                Director                                       July 17, 2000
--------------------------------
Peter Slusser

     /s/ William A. Stoltzfus, Jr.    Director                                       July 17, 2000
----------------------------------
William A. Stoltzfus, Jr.

</TABLE>


NEW YORK55\2543.2

                                       19

<PAGE>



                                  EXHIBIT INDEX


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

4.01           Registrant's 2000 Stock Bonus Plan.............................21

5.01           Opinion of Joel D. Talcott.....................................28

23.01          Consent of Joel D. Talcott (included in Exhibit 5.01)..........28

23.02          Consent of PricewaterhouseCoopers LLP..........................32

24.01          Power of Attorney (see Signatures).............................19




NEW YORK55\2543.2

                                       20
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 69383}]
{"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": "333-41652", "film-number": "674696"}, "business-address": {"street1": "500 BROADWAY", "street2": "MAIL STOP 3-36", "city": "REDWOOD CITY", "state": "CA", "zip": "94063-3199", "phone": "6503672011"}, "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 /DE/", "date-changed": "19940505"}, {"former-conformed-name": "AMPEX INC", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on July 18, 2000
                          Registration No. 33_________

                -----------------------------------------------
                                  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)

                                  500 Broadway
                       Redwood City, California 94063-3199
          (Address of principal executive offices, including zip code)

                     Ampex Corporation 2000 Stock Bonus Plan
                            (Full title of the plan)

                              Joel D. Talcott, Esq.
                                Ampex Corporation
                             500 Broadway, M.S. 1101
                       Redwood City, California 94063-3199
                                 (650) 367-3330
            (Name, address and telephone number of agent for service)

                                   Copies to:
                             David D. Griffin, Esq.
                      Paul, Hastings, Janofsky & Walker LLP
                               75 East 55th Street
                            New York, New York 10022
Calculation of Registration Fee

Title of Securities Amount to be         Proposed          Proposed            Amount of
 to be Registered   Registered (1)       Maximum           Maximum             Registration Fee
                                         Offering Price    Aggregate Offering
                                         Per Share         Price
-----------------------------------------------------------------------------------------------
Class A             2,500,000 shares (2) $1.44 (3)         $3,600,000          $962.00
Common Stock
-----------------------------------------------------------------------------------------------
(1)     This  Registration  Statement shall also cover any additional  shares of
        Class A Common Stock which become  issuable under the Ampex  Corporation
        2000 Stock  Bonus  Plan by reason of any stock  dividend,  stock  split,
        recapitalization or other similar transaction.

(2)     Represents the maximum  number of shares  available for stock bonuses or
        direct  stock  purchase  rights  under the 2000  Stock  Bonus Plan as in
        effect on the date hereof.

(3)     Calculated under Rule 457(c) of the Securities Act of 1933, as amended.

NEW YORK55\2543.2
EXPLANATORY NOTE

        This  Registration  Statement has been  prepared in accordance  with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the "1933
Act") to  register up to  2,500,000  shares of Class A Common  Stock,  $0.01 par
value per share (the "Class A Stock"),  of the Registrant  reserved for issuance
under the Ampex Corporation 2000 Stock Bonus Plan (the "2000 Plan").

        Under  cover  of this  Form  S-8 is a  reoffer  prospectus  prepared  in
accordance  with Part I of Form S-3 under the 1933 Act and  pursuant  to General
Instruction C to Form S-8. The reoffer  prospectus  may be used for reoffers and
resales  made  on a  continuous  or  delayed  basis  in the  future  of up to of
2,500,000  shares of the Class A Stock which are reserved for issuance under the
2000 Plan that  constitute  "control  securities"  within the meaning of General
Instruction  C  to  Form  S-8.  In  this  Registration   Statement  and  reoffer
prospectus,  unless otherwise indicated or required by form or context, "Ampex,"
"Registrant," "Company," "we," "us" and "our" all refer to Ampex Corporation and
its predecessors and subsidiaries.

REOFFER PROSPECTUS

                                AMPEX CORPORATION

                    2,500,000 SHARES OF CLASS A COMMON STOCK

                           AMPEX 2000 STOCK BONUS PLAN
                            -------------------------

INVESTING IN SHARES OF OUR CLASS A STOCK  INCLUDES  CERTAIN RISKS AS OUTLINED IN
OUR "RISK FACTORS" SECTION BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE  COMMISSION (THE "COMMISSION") NOR ANY STATE
SECURITIES  COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE  ACCURACY OR  ADEQUACY OF THE  DISCLOSURES  IN THE  PROSPECTUS  AND ANY
CONTRARY REPRESENTATION IS A CRIMINAL OFFENSE.

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

                              DATED: JULY 18, 2000

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

                                TABLE OF CONTENTS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ...............................3

THE COMPANY....................................................................3

PROSPECTUS SUMMARY.............................................................4

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RISK FACTORS...................................................................4

USE OF PROCEEDS...............................................................12

SELLING SECURITY HOLDERS......................................................12

PLAN OF DISTRIBUTION..........................................................12

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................13

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

        This reoffer prospectus, including the information incorporated in it by
reference, as well as other information we have filed from time to time with the
Commission,  contains  forward-looking  statements  within  the  meaning  of the
federal securities laws.  Forward-looking  statements address our current plans,
intentions,   beliefs  and   expectations  and  statements  of  future  economic
performance based upon available  information.  Statements containing terms like
"believes,"  "does not believe,"  "plans,"  "expects,"  "intends,"  "estimates,"
"anticipates"  and other words and phrases of similar  meaning are considered to
imply uncertainty and are considered forward-looking statements.

        Our actual results,  performance or achievements  may differ  materially
from the anticipated results,  performance or achievements that are expressed or
implied  by our  forward-looking  statements.  We  assume no  responsibility  or
obligation to update our forward-looking statements.

                                   THE COMPANY

        We are a leading  innovator of visual  information  technology  that has
traditionally specialized in the development and manufacture of high performance
recording  products used for the  acquisition and processing of data and for the
storage  of mass  computer  data,  especially  images.  Recently,  in  order  to
capitalize  on our  expertise  and  technology  in digital  video,  we have been
focusing on the  development  and  expansion of our Internet  video  businesses,
through internal projects, acquisitions and strategic investments, which in 1999
we consolidated in our subsidiary iNEXTV Corporation ("iNEXTV").  We are seeking
to leverage our significant  experience in digital video  processing to become a
major provider of Internet video programming services and technology.

        During our 56-year history,  we have developed  substantial  proprietary
technology relating to the electronic storage, processing and retrieval of data,
particularly  images,  certain  of which we have  elected  to  patent or seek to
patent. We currently hold  approximately  1,000 patents and patent  applications
covering digital  image-processing and recording  technology,  and have licensed
our patents  primarily for use in  videocassette  recorders  and other  consumer
products.  In the years 1994 through  1999,  our licensing  income  averaged $15
million per year. However, royalty income has fluctuated materially from year to
year, and there can be no assurance that we will continue to generate comparable
levels of royalty income in future periods.

        Our Internet video businesses are conducted primarily through our iNEXTV
subsidiary,  which manages our Internet operations,  and our Internet Technology
Group  ("ITG"),  which was  organized to conduct the research,  development  and
engineering  of products  and  services  for the  Internet.  The iNEXTV  network
currently  includes:   Alternative   Entertainment  Network,  Inc.  ("AENTV"  or
"AENTV.com"),   a  provider  of  on-demand   streaming  video  sites  about  the
entertainment industry; EXBTV.com, a producer and netcaster of original Internet
programming covering the executive branch of the U.S. government;  TV onthe WEB,
Inc. ("TV onthe WEB" or "TVontheWEB.com"),  a leading provider of webcasting and
other Internet video services; and TV1 Internet Television

NEW YORK55\2543.2

                                        3
("TV1" or "TV1.de"),  a leading European webcaster.  Our Internet operations are
at an early stage of development and have not yet produced significant revenues.
Accordingly,  these  operations  involve  a  material  risk of  loss  and can be
expected to remain unprofitable for a substantial period of time.

        We also own MicroNet Technology,  Inc. ("MicroNet"),  which manufactures
disk arrays and related storage  products for image-based  markets,  such as the
video and  commercial  pre-press  markets.  MicroNet's  principal  disk  storage
products include its Genesis(TM),  SANcube(TM) and RAIDbank  2000(TM) disk array
systems.

        In  February  2000,  in order  to focus  more  sharply  on our  Internet
businesses,  we announced  plans to sell Ampex Data Systems  Corporation  ("Data
Systems" or "ADSC"),  a subsidiary  engaged in the  manufacture and sale of high
performance mass data storage and  instrumentation  recorders and systems.  Data
Systems  products are sold  primarily  for use in the  television  broadcast and
government  markets.  We have  not yet  entered  into a  contract  to sell  Data
Systems,  and there can be no assurance  that a contract will be entered into or
as to the terms or timing of any sale.  Pending  consummation  of a sale, and in
accordance with generally accepted accounting principles,  we have accounted for
Data Systems' operations as a discontinued  business as of December 31, 1999 and
for each of the three  years then  ended.  Following  the  planned  sale of Data
Systems, our principal products will be the MicroNet products, and our principal
business operations will be conducted by iNEXTV, ITG and MicroNet.

        We were  incorporated  in Delaware in January 1992 as the successor to a
business originally organized in 1944.

                               PROSPECTUS SUMMARY

        The primary  purposes of the 2000 Plan are to permit us to pay non-cash,
equity compensation to eligible  individuals for services provided to us, and to
encourage   continued  service  and  the  achievement  of  certain   performance
objectives by such  individuals.  In our recruitment and retention of employees,
we compete with other high technology and internet service companies. We believe
that the 2000 Plan is an  important  compensation  vehicle that will allow us to
attract and retain highly qualified  employees in our core businesses,  and will
align the  long-range  interests  of key  employees  with the  interests  of our
stockholders.  The 2000 Plan will also enable us to conserve cash that otherwise
might be required to pay compensation to eligible individuals.

        Our principal executive office is located at 500 Broadway, Redwood City,
CA 94063,  telephone  number (650) 367-2011.  Our Class A Stock is traded on the
American Stock Exchange under the symbol "AXC".

                                  RISK FACTORS

        In this  section,  we highlight  some of the risks  associated  with our
business and operations.  Investing in our shares can be risky and you should be
able to bear a complete loss of your  investment.  To fully understand the level
of risk  involved  when  considering  an  investment  in our shares,  you should
carefully consider the following risk factors,  as well as the other information
contained in this reoffer prospectus.

Risk of Continuing Losses

        We have  incurred  significant  operating and net losses for fiscal year
1999 and for subsequent periods. These losses were primarily due to our Internet
video programming activities,  promotional expenses and amortization of goodwill
of  acquired  businesses.   We  also  incurred  certain  interest  expenses  and
additional  losses from our  discontinued  operations.  Total  revenues were not
sufficient to offset these items. Although we expect our Internet video revenues
to  increase,  we  cannot  be sure they  will be  sufficient  to offset  similar
expenses  and/or  losses  that may be  incurred.  Also,  we  cannot be sure that
expenses and losses will not increase as well during  these  periods.  We may be
required to incur additional indebtedness in connection with future acquisitions
or our Internet expansion plans which could

NEW YORK55\2543.2

                                        4
increase future interest expenses.  In addition, we cannot predict the amount of
licensing  royalties that may be recognized in future periods.  Accordingly,  we
expect operating and net losses to continue at least for the near future.

Risks Associated with iNEXTV and Internet Video Strategy

        Our Internet subsidiary, iNEXTV, was formed in mid-1999, and has not yet
generated any material advertising or sales revenues. The business and prospects
of iNEXTV, and our Internet video strategy in general,  are subject to the risks
and uncertainties typical of companies in the early stages of development. These
risks are especially high in new and rapidly  evolving markets such as those for
Internet  content,   advertising  and  electronic  commerce  (e-commerce).   The
development  of iNEXTV  and the  implementation  of our  strategy  to expand our
Internet video businesses involve special risks and uncertainties, including but
not limited to the following:

        -      the ability of iNEXTV and its affiliates to
               identify, produce or acquire and deliver
               compelling, quality video programming over the
               Internet that appeals to its target audiences;

        -      the ability of iNEXTV and its affiliates to obtain
               and manage key employees and other resources
               necessary for growth and profitability;

        -      market acceptance of streaming media technology
               which is subject to congestion and interruptions
               on the Internet and requires specialized software,
               technical expertise and increased bandwidth;

        -      dependence upon the continued acceptance and
               growth of the Internet as a significant medium for
               advertising and e-commerce;

        -      iNEXTV's ability to generate advertising revenues
               from the Internet and the ability for it to sell
               goods and services over the Internet;

        -      the ability of iNEXTV and its affiliates to
               attract and retain sponsors and advertisers,
               content developers and other key partners
               necessary to make its websites viable;

        -      dependence upon timely delivery and integration of
               website software and hardware purchased from third
               parties used in its EXBTV.com and iSTYLETV.com
               websites;

        -      vulnerability of Internet content delivery to
               system failures and interruptions for a variety of
               reasons, including computer viruses and other
               breaches of security;

        -      dependence upon Internet service providers, web
               browsers, providers of streaming media products
               and others to provide Internet access to iNEXTV's
               websites and programming;

        -      our ability to innovate, upgrade and transfer to
               iNEXTV and its affiliates audio or video
               technology for Internet-based applications;

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                                        5
-      competition among Internet broadcasters and
               providers of products and services for users,
               advertisers, content and new products and
               services;

        -      uncertainty about the adoption and application of
               new laws and proposed taxation and government
               regulations relating to Internet businesses, which
               could have a negative affect on Internet business.
               Some of these negative effects include their
               slowing down of Internet growth, adversely
               affecting the viability of e-commerce, exposing
               iNEXTV to potential liabilities or negative
               criticism for mishandling customer security or
               user privacy concerns or otherwise adversely
               affecting its Internet businesses;

        -      our ability to obtain licenses of intellectual
               property developed by others that affect Internet
               usage. Intellectual property claims against us
               could be costly and could result in our losing
               significant rights related to our Internet
               business;

        -      our ability to expand successfully in the European
               or other foreign markets, which is likely to be
               subject to cultural and language barriers,
               different regulatory environments, currency
               exchange rate fluctuations and other difficulties
               and uncertainties relating to managing foreign
               operations; and

        -      likelihood of continued and significant expenses
               resulting in material losses in future periods.
               Such losses could negatively affect the price of
               our securities. A decrease in the price of our
               securities could force us to seek additional
               capital, which may not be available on
               satisfactory terms, or at all.

Risks Associated with Acquisition Strategy

        In order to expand our products  and  services,  we have made,  and will
continue  to  make  under  the  right  circumstances,   acquisitions  of  and/or
investments in other business  entities.  These entities may be involved in both
producing and  distributing  Internet video  programming.  We may not be able to
identify or acquire additional acquisition candidates in the future, or complete
any further  acquisitions  or  investments  on  satisfactory  terms.  We are not
currently  engaged in negotiating  any specific  acquisitions  of other business
entities and we make no assurances as to when or if we will make acquisitions in
the future. In order to pay for future acquisitions or investments, we may:

        -      issue additional equity securities which would
               dilute the ownership interest of our existing
               stockholders;

        -      incur additional debt; and/or

        -      amortize goodwill and other intangibles or incur
               other related charges which could materially
               impact earnings.

        Acquisitions  and  investments   involve  numerous   additional   risks,
including difficulties in the integration and management of operations, services
and  personnel  of the acquired  companies.  We may also  encounter  problems in
entering  markets  and  businesses  in which we have  limited or no  experience.
Acquisitions can also divert management's

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                                        6
attention  from  other  business  concerns.  We also  may  make  investments  in
companies in which we have less than a 100% interest.  Such investments  involve
additional risks,  including our inability to control the management or policies
of such entities, and risks of potential conflicts with other investors. We have
invested in companies that are in the early stage of development and that may be
expected  to  incur  substantial  losses.  Our  financial  resources  may not be
sufficient to fund the operations of such companies.  Accordingly,  there can be
no assurance that any  acquisitions  or investments  that we make will result in
any  returns,  or as to the  timing  of  any  such  returns.  In  addition,  the
possibility  exists  that we could  lose  all or a  substantial  portion  of our
investments.

Risk of Proposed Sale of Data Systems

        We  recently  announced  our  intention  to  sell  Data  Systems,  which
manufactures our high performance mass data storage and instrumentation products
for  entertainment  and  government  applications.  We have  accounted  for this
subsidiary's  operations as a  discontinued  business  effective with its fiscal
year 1999  financial  statements.  We have  retained the services of a financial
advisory  firm to  assist  with  the  sale and  have  entered  into  preliminary
discussions with potential  purchasers.  We have not entered into any definitive
agreement  of  sale  and  there  can be no  assurance  that  we  will be able to
consummate a sale.  Data Systems has  experienced a decline in its product sales
and we cannot assure that this decline will not  continue.  We intend to use the
proceeds of the proposed sale to expand our Internet  video  operations  through
iNEXTV and other Internet activities.  In addition,  we plan to use the proceeds
from the sale to  reduce  and/or  eliminate  debt and  offset  potential  losses
attributable to iNEXTV or our other operations.  We realize that there can be no
assurance  that any such proceeds  will be sufficient to do so. In addition,  if
the proposed sale is consummated,  we may retain certain liabilities  associated
with Data Systems' prior  operations,  including  pension  benefit  obligations,
environmental liabilities and indemnification  obligations customarily contained
in sale agreements.

Risk of Leverage

        As of March 31, 2000, we had  outstanding  approximately  $45 million of
total  borrowings,  which  includes $44 million  principal  amount of 12% Senior
Notes due 2003 and $1 million of  subsidiary  indebtedness.  We have  invested a
portion  of the  proceeds  from the  Senior  Notes in our  MicroNet  and  iNEXTV
subsidiaries and for general corporate purposes. We have also invested a portion
of the  balance of these  proceeds  in  government  securities  and, in order to
realize yields  approaching the interest rate on the Senior Notes,  from time to
time have  invested in high- yield mutual funds and  corporate  securities.  The
high-yield  mutual funds and corporate  securities may have, in some  instances,
longer terms and lower credit quality than U.S.  government  securities.  We may
also engage in various transactions in derivative  securities,  although we have
not yet done so.

        We may  incur  additional  indebtedness  from  time to  time to  finance
acquisitions  or  capital  expenditures  or for other  purposes,  subject to the
restrictions in the indenture governing the Senior Notes. The degree to which we
are  leveraged,  and the types of  investments  we select,  could have important
consequences to investors, including the following:

        -      a substantial portion of our consolidated cash
               flow from operations must be dedicated to the
               payment of principal and interest on outstanding
               indebtedness, and is therefore unavailable for
               other purposes;

        -      our ability to obtain additional financing in the
               future for working capital needs, capital
               expenditures, acquisitions and general corporate
               purposes may be materially limited or impaired, or
               such financing may not be available on terms
               favorable to us;

        -      we may be more highly leveraged than our
               competitors, which may place

NEW YORK55\2543.2

                                        7
us at a competitive disadvantage;

        -      our leverage may make us more vulnerable to a
               downturn in our business or the economy in
               general;

        -      investments in securities with lower credit
               quality or longer maturities could subject us to
               potential losses due to nonpayment or changes in
               market value of those securities. Also,
               transactions in derivative securities could expose
               us to losses caused by stock market fluctuations;
               and

        -      the financial covenants and other restrictions
               contained in the Senior Note indenture and other
               agreements relating to our indebtedness may
               restrict our ability to borrow additional funds,
               to dispose of assets or to pay dividends on
               preferred or common stock or repurchase preferred
               or common stock.

        We  expect  cash  balances  and cash  flow  from  royalty  income  to be
sufficient to fund anticipated operating expenses, capital expenditures and debt
service  requirements as they become due, at least through 2000. There can be no
assurance,  however,  that the  amounts  available  from these  sources  will be
sufficient  for such  purposes  in  future  periods.  We may also  seek to raise
additional  equity  capital  in the  private or public  markets  to finance  the
expansion  of our Internet  video  businesses.  No  assurance  can be given that
additional  sources of funding will be  available if required or, if  available,
will be on terms  satisfactory  to us. If we cannot service our  indebtedness we
will be forced to adopt  alternative  strategies.  These  strategies may include
reducing  or  delaying  capital   expenditures,   selling   additional   assets,
restructuring  or refinancing our  indebtedness.  There can be no assurance that
any of these  strategies will be successful or that they will be permitted under
the Senior Note indenture, if applicable.

Fluctuations in Royalty Income

        Our results of operations  in certain prior periods  reflect the receipt
of  significant  royalty  income,   including  material   nonrecurring  payments
resulting from negotiated  settlements primarily related to sales of products by
manufacturers   before  negotiating   licenses  from  us.  Although  we  have  a
substantial  number of  outstanding  and pending  patents,  and our patents have
generated  substantial  royalties in the past,  it is  impossible to predict the
amount of royalty  income we will  receive  in the  future.  Royalty  income has
historically  fluctuated  significantly from quarter to quarter and year to year
due to a number of factors that we cannot  predict.  These  factors  include the
extent to which third parties use our patented  technology,  the extent to which
we must pursue  litigation  in order to enforce our  patents,  and the  ultimate
success of our licensing and litigation activities. Accordingly, there can be no
assurance of the level of royalty income that will be realized in the future. As
we expand our Internet video businesses, the significance of our royalty income,
relative  to  operating   income,   will  vary.  This  variation  is  due,  most
significantly,  to the  anticipated  sale of Data  Systems.  Should  the sale be
finalized,  the  significance  of  royalty  income  could  decrease  should  the
royalties be sold as part of the sale of Data Systems.  However,  if the sale of
Data Systems does not occur,  or if the sale does not include  royalty income as
part of the transaction, then the significance of royalty income may be expected
to increase until and unless our Internet businesses become profitable.

        The costs of patent  litigation  can be material.  Involvement in patent
enforcement  litigation may also increase the risk of counterclaims alleging our
infringement  of patents  held by third  parties or  seeking to  invalidate  our
patents.  Moreover,  there is no  assurance  that we will  continue  to  develop
patentable technology that will be able to generate significant patent royalties
in the future to replace our patents as they expire.

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                                        8
Dependence on Licensed Patent Applications and Proprietary Technology

        Our success depends, in part, upon our ability to establish and maintain
the  proprietary  nature of our  technology  through  the  patent  process.  The
possibility  always exists that one or more of our patents will be  successfully
challenged,  invalidated or  circumvented or that we will otherwise be unable to
rely on such patents for any reason.  In addition,  there exists the possibility
that competitors  will seek to apply for and obtain patents that prevent,  limit
or interfere  with our ability to make,  use and sell our products.  Many of our
competitors  have  substantial  resources and made  substantial  investments  in
competing  technologies.  If any of our  patents  are  successfully  challenged,
invalidated or circumvented or our right or ability to manufacture products were
to be proscribed or limited,  our ability to continue to manufacture  and market
our products could be adversely affected.  Any adverse effects on our ability to
continue to  manufacture  and market our  products  would likely have a material
adverse effect upon our business, financial condition and results of operations.

        Litigation  may be necessary to enforce our patents and to protect trade
secrets or know-how  owned by us. In  addition,  litigation  may be necessary to
determine the  enforceability,  scope and validity of the proprietary  rights of
others. Any litigation or interference proceedings brought against, initiated by
or otherwise  involving us may require us to incur  substantial  legal and other
fees and  expenses  and may  require  some of our  employees  to devote all or a
substantial  portion  of  their  time  to the  prosecution  or  defense  of such
litigation or proceedings.

Rapid Technological Change and Risks of New Product and Services Development

        The  industries and markets from which we derive  revenues,  directly or
through our licensing  program,  are  characterized  by continual  technological
change and the need to introduce new products,  product  upgrades,  services and
patentable technology.  This has required, and will continue to require, that we
expend  substantial  funds for the research,  development and engineering of new
products  and  advances  to  existing  products.  With  respect to our  Internet
operations,  this  requires  that we  develop  and  implement  new  content  and
services.  The  possibility  exists that our  existing  products,  services  and
technologies will become obsolete and that certain or all new products, services
or  technologies  will not win commercial  acceptance.  Obsolescence of existing
product lines,  or inability to develop and introduce new products and services,
could have a material and adverse  effect on our sales and results of operations
in the future.  The development and introduction of new  technologies,  services
and products are subject to inherent  technical and market risks,  and there can
be no assurance that we will be successful in this regard.

        In 1999,  MicroNet  changed  its focus to  concentrate  on its  high-end
products and has recently  introduced  and expects to introduce  later this year
several new products and new versions of existing products.  Although we believe
that these products will be well received,  there is no guarantee that they will
be  introduced  on a timely  basis or will achieve  significant  market share or
generate  significant  sales  revenues.  To the extent  that  MicroNet  fails to
improve its  profitability,  we will be required to devote resources  (including
management's  time and attention) to MicroNet that would  otherwise be available
for the expansion of our Internet video businesses.

Competition

        The market for Internet products and services is highly  competitive and
characterized  by  multiple  competitors  and  low  barriers  to  entry.  We are
attempting to develop  improvements  in video quality in order to  differentiate
ourselves from our competitors.  However,  other companies may develop competing
technologies  and we may be unable to obtain patent or other  protection for our
Internet video technology.  In addition, the market for Internet advertising and
electronic  commerce,  upon which iNEXTV's Internet operations will be partially
dependent  to achieve  ultimate  profitability,  is  intensely  competitive.  We
believe this competition will intensify.

        MicroNet's  competitors  include  large  companies  such  as  EMC,  Data
General,  IBM and small system  integrators.  Many of these  companies  are more
established and have greater resources than MicroNet. There is no assurance that
MicroNet will be able to compete successfully in these markets.

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                                        9
Dependence on Certain Suppliers

        We  purchase  certain  components  from a  single  domestic  or  foreign
manufacturer  for  use in our  disk  arrays  and  other  manufactured  products.
Significant  delays in deliveries or defects in such  components  have adversely
affected  our  manufacturing  operations  and we  are  currently  qualifying  an
alternative  supplier.  In addition,  we produce highly  engineered  products in
relatively  small  quantities.  As a result,  our ability to cause  suppliers to
continue  production of certain  products on which we may depend may be limited.
We generally do not enter into  long-term  raw  materials or  components  supply
contracts.

Risks Related to International Operations

        International  operations  are  subject  to a number of  special  risks,
including limitations on repatriation of earnings,  restrictive actions by local
governments,   and   fluctuations  in  foreign   currency   exchange  rates  and
nationalization. Additionally, export sales are subject to export regulation and
restrictions imposed by U.S. government  agencies.  Fluctuations in the value of
foreign currencies can affect our results of operations. We do not normally seek
to mitigate our exposure to exchange  rate  fluctuations  by hedging our foreign
currency positions.

        The  expansion  of iNEXTV's  European  operations,  which are  conducted
primarily  through TV1, may generate  advertising  and sales  revenues in future
periods,  although we have not  recognized  any  material  revenue to date.  The
European  operations  of iNEXTV are expected to be subject to certain  risks and
uncertainties.

        In January  1999,  the new "Euro"  currency  was  introduced  in certain
European  countries  that  are  part of the  European  Monetary  Union  ("EMU").
Beginning in 2003,  all EMU countries are expected to be operating with the Euro
as their single currency.  A significant  amount of uncertainty exists as to the
effect the Euro will have on the  marketplace  generally.  Some of the rules and
regulations relating to the governance of the currency have not yet been defined
and finalized. As a result, companies operating or conducting business in Europe
will need to ensure that their financial and other software  systems are capable
of processing  transactions and properly handling the Euro. We are assessing the
effect the introduction of the Euro will have on our internal accounting systems
and the potential  sales of our products.  We will take  appropriate  corrective
actions based on the results of such assessment.  We have not yet determined the
costs  related to  addressing  this issue.  This issue is not expected to have a
material adverse affect on our business.

Volatility of Stock Price

        The  trading  price of our Class A Stock has been and can be expected to
be  subject  to  significant  volatility,   reflecting  a  variety  of  factors,
including:

        -      quarterly fluctuations in operating results;

        -      announcements of acquisitions, Internet
               developments or new product introductions by us or
               our competitors;

        -      reports and predictions concerning us by analysts
               and other members of the media;

        -      issuances of substantial amounts of Class A Stock
               in order to redeem outstanding shares of its
               Preferred Stock, or otherwise; and

        -      fluctuations in trading volume of our Class A
               Stock, and general economic or market conditions.

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The stock market in general,  and Internet and  technology  companies in
particular,   have  experienced  a  high  degree  of  price  volatility.   These
fluctuations  have  had a  substantial  effect  on the  market  prices  of  many
companies for reasons that often are unrelated or  disproportionate to operating
performance.  These broad market and industry  fluctuations may adversely affect
the price of our Class A Stock, regardless of our operating performance.

Dependence on Key Personnel

        We are highly  dependent on our management and our success  depends upon
the availability and performance of key executive officers and directors. Except
for certain  employees  of our  Internet  affiliates,  we have not entered  into
employment  agreements  with our key employees,  and the loss of the services of
key persons  could have a material  adverse  effect.  We do not maintain key man
life insurance on any of these individuals.

Anti-Takeover Consequences of Certain Governing Instruments

        Our  Certificate  of  Incorporation  provides for a classified  Board of
Directors,  with  members of each  class  elected  for a  three-year  term.  The
Certificate  of  Incorporation  provides for  nullification  of voting rights of
certain  foreign  stockholders  in  certain  circumstances   involving  possible
violations of security  regulations of the United States  Department of Defense.
The instrument governing our outstanding Preferred Stock, which has an aggregate
liquidation  value of  approximately  $37.6 million at March 31, 2000,  requires
that  we make  mandatory  offers  to  redeem  those  securities  out of  legally
available funds in the event of a change of control.  For this purpose, a change
of control  includes the  following  events:  a person or group of people acting
together acquires 30% or more of our voting securities; we merge, consolidate or
transfer  all or  substantially  all  of our  assets;  or our  dissolution.  The
Certificate  of  Incorporation  authorizes  the  Board  of  Directors  to  issue
additional  shares of  Preferred  Stock  without the vote of  stockholders.  The
indenture  governing our outstanding Senior Notes, in the total principal amount
of $44  million,  requires  us to  offer to  repurchase  the  Senior  Notes at a
purchase  price  equal  to  101% of the  outstanding  principal  amount  thereof
together  with accrued and unpaid  interest in the event of a change of control.
Under the indenture, a change of control includes the following events: a person
or group of people acting together  acquires 50% or more of our voting stock; or
the  transfer  of  substantially  all of our assets to any such person or group,
other than to certain of our subsidiaries and affiliates.

        These  provisions  could  have  anti-takeover   effects  by  making  our
acquisition   by  a  third  party  more   difficult   or  expensive  in  certain
circumstances.

Nonpayment of Dividends

        We  have  not  declared  dividends  on  our  Class  A  Stock  since  our
incorporation  in 1992 and we have no present  intention of paying  dividends on
our Class A Stock. We are also restricted by the terms of certain agreements and
of the outstanding Preferred Stock as to the declaration of dividends.

Environmental Issues

        Our facilities are subject to numerous federal, state and local laws and
regulations  designed  to  protect  the  environment  from waste  emissions  and
hazardous  substances.  Owners  and  occupiers  of  sites  containing  hazardous
substances, as well as generators and transporters of hazardous substances,  are
subject to broad liability under various  federal and state  environmental  laws
and regulations.  This liability  includes  investigative  and cleanup costs and
damages arising out of past disposal activities. We have been named from time to
time as a  potentially  responsible  party by the  United  States  Environmental
Protection  Agency with respect to contaminated  sites that have been designated
as   "Superfund"   sites.   We  are  also   engaged  in  various   environmental
investigation, remediation and/or monitoring activities at several sites located
off our facilities.  There can be no assurance that we will not ultimately incur
liability  in excess of amounts  currently  reserved  for pending  environmental
matters,  or that additional  liabilities with respect to environmental  matters
will not be asserted. In addition, changes in environmental regulations could

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                                       11
impose the need for additional  capital  equipment or other  requirements.  Such
liabilities  or  regulations  could have a material  adverse effect on us in the
future.

                                 USE OF PROCEEDS

        All net  proceeds  from the sale of the  Class A Stock  offered  by this
reoffer prospectus will go to the selling security holders.  We will not receive
any proceeds from these sales.

                            SELLING SECURITY HOLDERS

        The Class A Stock to which this  reoffer  prospectus  relates  are being
registered  for  reoffers and resales by the selling  security  holders who will
acquire the shares pursuant to the 2000 Plan. At this time, the selling security
holders are not currently  identifiable  and their identity will be disclosed as
they become known. In addition,  the amounts of securities  available to be sold
by the selling  security  holders is not  currently  available  and will also be
provided  as they become  known.  Under the 2000 Plan,  no  security  holder may
receive  a stock  award  for more  than  250,000  shares of Class A Stock in the
aggregate in any calendar  year,  except for those persons who were not eligible
individuals prior to the time of the grant of the stock award.

        The  selling  security  holders may sell all, a portion or none of their
Class A Stock  from time to time.  The  selling  security  holders  include  our
officers,  employees and directors, as well as consultants and advisors. We will
supplement this prospectus as required to identify the selling  security holders
and the amount of shares to be sold hereunder by each selling security holder.

                              PLAN OF DISTRIBUTION

        This reoffer  prospectus covers the sale of Class A Stock by the selling
security  holders.  As used herein,  the term "selling security holder" includes
donees and pledges selling shares received from a named selling  security holder
after the date of this  prospectus.  The selling  security holders may offer and
sell their shares as  principals or through one or more  underwriters,  brokers,
dealers  or  agents,  from  time  to  time,  in one  or  more  of the  following
transactions, which may include block transactions:

        -      on any exchange or in an over-the-counter market;

        -      in transactions otherwise than on an exchange or
               in an over-the-counter market;

        -      through put and call options or short sales
               relating to the shares;

        -      at a fixed offering price which may be changed;

        -      at varying prices determined at the time of sale; or

        -      at negotiated prices.

        We will not be receiving  any cash  proceeds from the sale of the shares
by the selling security  holders.  Any such  underwriters,  brokers,  dealers or
agents may receive  underwriting  discounts  and  commissions,  which may exceed
customary  discounts,  concessions  or  commissions.  It is not  possible at the
present time to determine the price to the public in any such sale. Accordingly,
the  public  offering  price  and  the  amount  of any  applicable  underwriting
discounts  and  commissions  will be  determined at the time of such sale by the
selling security holder.

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                                       12
The aggregate  proceeds to the selling  security holder from the sale of
his or her  shares  will be the  purchase  price  of the  shares  sold  less all
applicable commissions and underwriters'  discounts,  if any, and other expenses
of issuance and distribution not borne by us. We will pay  substantially all the
expenses  incident to the  registration,  offering and sale of the shares to the
public  by  the  selling  security  holders  other  than  fees,   discounts  and
commissions of underwriters,  brokers, dealer or agents, if any, transfer taxes,
certain counsel fees and other similar selling expenses attributable to the sale
of the shares.

        The  selling  security  holders  and  any  broker-dealers  that  act  in
connection with the sale of shares might be deemed to be  "underwriters"  within
the  meaning  of the 1933 Act,  and any  commissions  received  by such  broker-
dealers and any profit on the resale of the shares sold by them while  acting as
principals might be deemed to be underwriting discounts or commissions under the
1933 Act.  We have agreed to  indemnify  the selling  security  holders  against
certain  liabilities,  including  those  arising under the 1933 Act. The selling
security holders may agree to indemnify any agent,  dealer or broker-dealer that
participates  in   transactions   involving  sales  of  shares  against  certain
liabilities, including liabilities arising under the 1933 Act.

        Because the selling security holders may be deemed to be  "underwriters"
under the 1933 Act, they will be subject to the prospectus delivery requirements
of the  1933  Act.  We have  informed  the  selling  security  holders  that the
anti-manipulative  provisions of Regulation M promulgated under the Exchange Act
may apply to their sales of the Class A Stock in the market.

        Selling  security  holders  also may  resell  all or a portion  of their
shares in open market transactions in reliance upon Rule 144 under the 1933 Act,
provided the sale meets the criteria  and conforms to the  requirements  of such
rule.

        Under the securities laws of certain  states,  the shares may be sold in
such states only through registered or licensed brokers or dealers. In addition,
in certain states the shares may not be sold unless they have been registered or
qualified  for  sale  in  such  state  or  an  exemption  from  registration  or
qualification is available and complied with.

        If and to the extent required,  the specific shares to be sold, the name
of the selling  security holder,  the respective  purchase prices and the public
offering  prices,  the names of any agent,  broker,  dealer or underwriter,  any
applicable commissions or discounts, and other facts material to the transaction
will be set forth in an accompanying prospectus supplement or, if appropriate, a
post-effective  amendment  to the  registration  statement  that  includes  this
prospectus.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        We file annual,  quarterly and special  reports,  proxy  statements  and
other  information with the Commission.  You can inspect and copy these reports,
proxy statements and other information at the public reference facilities of the
Commission,  in room 1024, 450 Fifth Street,  N.W.,  Washington,  D.C.  20549; 7
World Trade  Center,  Suite  1300,  New York,  New York  10048;  and suite 1400,
Citicorp Center, 500 W. Madison Street,  Chicago,  Illinois 60661-2511.  You can
also obtain copies of these materials from the public  reference  section of the
Commission at 450 Fifth Street,  N.W.,  Washington,  D.C., at prescribed  rates.
Please call the  Commission at  1-800-SEC-0330  for further  information  on the
public  reference  rooms. The Commission also maintains a web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
registrants that file electronically with the Commission (http://www.sec.gov).

        The Commission  allows us to  "incorporate by reference" the information
we file with it, which means that we can disclose  important  information to you
by referring to those documents. The information incorporated by reference is an
important part of this  prospectus,  and information that we file later with the
Commission  will  automatically  update  and  supersede  this  information.   We
incorporate  by reference  the  following  documents we filed or may file in the
future with the  Commission,  pursuant to Section 13 of the Securities  Exchange
Act of 1934, as

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                                       13
amended (the "Exchange Act"):

        -      Our Annual Report on Form 10-K for the year ended
               December 31, 1999 as filed with the Commission on
               March 20, 2000, and amended on Form 10-K/A dated
               April 10, 2000;

        -      Our Quarterly Reports on Form 10-Q for the
               quarters ended June 30, 1999, September 30, 1999,
               and March 31, 2000;

        -      The description of our Class A Stock contained in
               Amendment No. 1 to Form 8-A Registration Statement
               filed with the Commission on November 5, 1999
               under Section 12 of the Exchange Act, including
               any amendment or report we may file for the
               purpose of updating such description.

        -      All reports and definitive proxy or information
               statements filed pursuant to Section 13(a), 13(c),
               14 or 15(d) of the Exchange Act which were filed
               after the date of this Registration Statement and
               prior to the filing of a post-effective amendment
               indicating that all securities offered under this
               Registration Statement have been sold or which
               de-registers all securities which remain unsold at
               that time.

        You may  request a copy of these  filings,  at no cost,  by  writing  or
telephoning us at the following:

                               Investor Relations
                                Ampex Corporation
                                  500 Broadway
                             Redwood City, CA 94063
                                  650-367-4111

        YOU  SHOULD  RELY  ONLY ON THE  INFORMATION  CONTAINED  IN THIS  REOFFER
PROSPECTUS OR IN DOCUMENTS  THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED
ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED IN THIS REOFFER PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THIS REOFFER PROSPECTUS.

                                AMPEX CORPORATION

                    2,500,000 SHARES OF CLASS A COMMON STOCK

                           AMPEX 2000 STOCK BONUS PLAN

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

                               REOFFER PROSPECTUS

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

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                                       14
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The Registrant  hereby  incorporates by reference into this Registration
Statement the  following  documents  previously  filed with the  Securities  and
Exchange Commission (the "Commission"):

        (a)    The Registrant's Annual Report filed on Form 10-K, and as amended
               on Form 10-K/A, for its fiscal year ended December 31, 1999, as
               filed with the Commission;

        (b)    The Registrant's Quarterly Report on Form 10-Q for its fiscal
               quarter ended March 31, 2000, as filed with the Commission; and

        (c)    The description of the Registrant's Class A Stock contained in
               Amendment No. 1 to the Registrant's Form 8-A Registration
               Statement filed with the Commission on November 5, 1999 (the
               "1999 Form 8-A/A").

        All  reports  and  definitive  proxy  or  information  statements  filed
pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended ("Exchange Act"), after the date of this Registration Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereby have been sold or which  de-registers  all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any  statement  contained  herein or in a document  incorporated  or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  Registration  Statement  to the extent that a
statement  contained in any subsequently  filed document which also is deemed to
be incorporated by reference  herein modifies or supersedes such statement.  Any
such  statement  so modified  or  superseded  shall not be deemed,  except as so
modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

        The terms, rights and provisions applicable to the Class A Stock are set
forth in the  Registrant's  1999 Form 8-A/A which is  incorporated  by reference
into this Registration Statement pursuant to Item 3(c) hereof.

Item 5. Interests of Named Experts and Counsel.

        Joel  D.Talcott  serves  as  an  Officer  and  General  Counsel  to  the
Registrant and holds options and shares of Class A Stock in the Registrant.

Item 6. Indemnification of Directors and Officers.

        The Registrant is a Delaware  corporation.  Reference is made to Section
145 of the Delaware General Corporation Law (the "DGCL"),  which provides that a
corporation  may  indemnify any person who was or is a party or is threatened to
be made a party to any threatened,  pending or completed  legal action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the  right of such  corporation),  by reason of the fact that
such  person  is or  was  an  officer,  director,  employee  or  agent  of  such
corporation,  or is or was  serving  at the  request  of such  corporation  as a
director,  officer, employee or agent of another corporation or enterprise.  The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually

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                                       15
and reasonably  incurred by such person in connection with such action,  suit or
proceeding,  provided  such officer,  director,  employee or agent acted in good
faith and in a manner he or she reasonably believed to be in, or not opposed to,
the  corporation's  best  interests  and,  for  criminal  proceedings,   had  no
reasonable  cause to believe  that his or her conduct was  unlawful.  A Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation.  Where an officer or director is  successful  on the
merits or  otherwise  in the  defense  of any  action  referred  to  above,  the
corporation  must  indemnify  him or her  against  the  expenses  that he or she
actually and reasonably incurred.

        Reference is also made to Section 102(b)(7) of the DGCL, which enables a
corporation  in its  certificate  of  incorporation  to  eliminate  or limit the
personal  liability  of a director for monetary  damages for  violations  of the
director's  fiduciary duty,  except (i) for any breach of the director's duty of
loyalty to the corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or that involve  intentional  misconduct or a knowing violation of
law,  (iii)  pursuant to Section 174 of the DGCL  (providing  for  liability  of
directors  for  unlawful  payment of dividends  or unlawful  stock  purchases or
redemptions)  or (iv) for any  transaction  from  which a  director  derived  an
improper personal benefit.

        The Registrant's By-laws provide indemnification,  to the fullest extent
permitted by  applicable  law as it presently  exists or may be amended,  to its
directors and officers and to anyone who is or was serving at the request of the
Registrant as a director,  officer,  employee or agent of another corporation or
of a partnership, joint venture, trust, enterprise or nonprofit entity.

        The  Registrant's  Amended and  Restated  Certificate  of  Incorporation
eliminates  personal liability for the directors to the fullest extent permitted
by applicable law as it currently exists or may be amended.

        The Registrant has entered into agreements to indemnify its directors in
consideration  of their agreement to serve as directors of the Registrant and of
certain other  corporations  as requested by the  Registrant.  These  agreements
provide,  among other things,  that the  Registrant  will  indemnify and advance
certain  expenses,  including  attorneys' fees, to such directors to the fullest
extent  permitted  by  applicable  law, as such law may be amended  from time to
time, and by the Registrant's Amended and Restated Certificate of Incorporation,
By-laws and resolutions.

        The Registrant presently maintains a "Directors & Officers Liability and
Corporate  Reimbursement"  insurance  policy (the  "Policy")  with a $10,000,000
aggregate limit of liability in each policy year. The Policy  provides  coverage
to past,  present and future  directors and officers of the  Registrant  and its
subsidiaries  for losses  resulting  from  claims for which any such  officer or
director was not  indemnified  by the  Registrant.  The Policy also provides for
reimbursement  to the  Registrant  and  its  subsidiaries  for  amounts  paid to
indemnify  officers and directors for loss  resulting  from claims  against such
officers and  directors.  The Policy is subject to certain  exclusions,  such as
claims against officers and directors for dishonest, fraudulent or criminal acts
or omissions,  willful  violations of law, libel and slander,  bodily injury and
property damage, pollution, etc.

Item 7. Exemption from Registration Claimed.

        Not Applicable.

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                                       16
Item 8.   Exhibits.                                                         Page

 4.01     Registrant's 2000 Stock Bonus Plan..................................21

 5.01     Opinion of Joel D. Talcott..........................................28

23.01     Consent of Joel D. Talcott (included in Exhibit 5.01)...............28

23.02     Consent of PricewaterhouseCoopers LLP...............................29

24.01     Power of Attorney (see Signatures)..................................19

Item 9. Undertakings.

        The undersigned Registrant hereby undertakes:

        (1) To file,  during any period in which offers or sales are being made,
        a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933, as amended ("1933 Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
               after the effective date of this  Registration  Statement (or the
               most recent post-effective amendment hereof) which,  individually
               or in  the  aggregate,  represent  a  fundamental  change  in the
               information   set   forth   in   the   Registration    Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the  Commission  pursuant to Rule 424(b) of the 1933 Act if,
               in the  aggregate,  the changes in volume and price  represent no
               more than a 20% change in the maximum  aggregate  offering  price
               set forth in the  "Calculation of Registration  Fee" table in the
               effective registration statement;

               (iii) To include any  material  information  with  respect to the
               plan  of   distribution   not   previously   disclosed   in  this
               Registration   Statement   or  any   material   change   to  such
               information.

               Provided,  however,  that paragraphs  (1)(i) and (1)(ii) above do
               not apply if the  Registration  Statement  is on Form S-3 or Form
               S-8,  and the  information  required  to be  included  in a post-
               effective  amendment by those paragraphs is contained in periodic
               reports filed by the Registrant pursuant to Section 13 or Section
               15(d) of the Exchange Act that are  incorporated  by reference in
               this Registration Statement.

        (2) That,  for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating to the securities  offered  therein and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        (3) To remove from  registration by means of a post-effective  amendment
any of the securities  being registered that remain unsold at the termination of
the offering.

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                                       17
The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in  this  Registration  Statement  shall  be  deemed  to be a  new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

        Insofar as  indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant  pursuant to the provisions  discussed in Item 6 hereof or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefor,  unenforceable.  In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered hereby,
the  Registrant  will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.

NEW YORK55\2543.2

                                       18
SIGNATURES

        Pursuant to the  requirements of the 1933 Act, 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 July 17, 2000.

                                  AMPEX CORPORATION

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

        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  1933  Act,  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           July 17, 2000
--------------------------------      and Director (Principal Executive Officer)
Edward J. Bramson

     /s/ Craig L. McKibben            Vice President, Treasurer, Chief               July 17, 2000
--------------------------------      Financial Officer and Director (Principal
Craig L. McKibben                     Financial Officer and Principal Accounting
                                      Officer)

     /s/ Douglas T. McClure           Director                                       July 17, 2000
--------------------------------
Douglas T. McClure Jr.

     /s/ Peter Slusser                Director                                       July 17, 2000
--------------------------------
Peter Slusser

     /s/ William A. Stoltzfus, Jr.    Director                                       July 17, 2000
----------------------------------
William A. Stoltzfus, Jr.
NEW YORK55\2543.2

                                       19
EXHIBIT INDEX

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

4.01           Registrant's 2000 Stock Bonus Plan.............................21

5.01           Opinion of Joel D. Talcott.....................................28

23.01          Consent of Joel D. Talcott (included in Exhibit 5.01)..........28

23.02          Consent of PricewaterhouseCoopers LLP..........................32

24.01          Power of Attorney (see Signatures).............................19

NEW YORK55\2543.2

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