<PAGE>
   As filed with the Securities and Exchange Commission on January 17, 2002
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 AMX CORPORATION
             (Exact name of Registrant as specified in its charter)

             Texas                                               75-1815822
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               3000 Research Drive
                             Richardson, Texas 75082
          (Address, including zip code, of principal executive offices)


                                 AMX Corporation
                        1996 Employee Stock Purchase Plan
                            (Full title of the plans)


                                Robert J. Carroll
                                 AMX Corporation
                               3000 Research Drive
                             Richardson, Texas 75082
                     (Name and address of agent for service)


                                 (469) 624-8000
          (Telephone number, including area code, of agent for service)


                                   copies to:
                            A. Michael Hainsfurther
                         Munsch Hardt Kopf & Harr, P.C.
                               4000 Fountain Place
                                1445 Ross Avenue
                               Dallas, Texas 75202
                                  214-855-7500

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
                                                       Proposed          Proposed
  Title of securities to be        Amount to            maximum           maximum              Amount of
         registered                   be             offering price      aggregate         registration fee
                                 registered/(1)/     per share/(2)/    offering price/(2)/
----------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>             <C>                   <C>
Common Stock, par                    250,000              $2.79             $697,500             $65.00
value $.01 per share ........        shares
================================================================================================================
</TABLE>
/(1)/ The shares to be registered under this Registration Statement represent
      additional shares authorized to be issued under the AMX Corporation 1996
      Employee Stock Purchase Plan. 250,000 shares were previously registered on
      the registrant's Registration Statement on Form S-8 (File No. 333-02202)
      filed with the Securities and Exchange Commission on March 11, 1996.

/(2)/ Estimated pursuant to Rules 457(c) and (h) of the Securities Act of 1933,
      as amended, solely for purposes of computing the registration fee based
      upon the average of the high and low sales prices per share for the Common
      Stock reported on The Nasdaq National Market on January 10, 2002, for all
      shares being registered. Because there are shares still available for
      grant under the AMX Corporation 1996 Employee Stock Purchase Plan and the
      exercise prices thereof may be based on the fair market value of the
      Common Stock on the date of grant, it is not possible as of the date
      hereof to determine the maximum offering price per share of the shares of
      Common Stock to be offered under the plan and such prices may be more or
      less than $2.79 per share.

================================================================================

<PAGE>

                                EXPLANATORY NOTE

        This Registration Statement is being filed by AMX Corporation (the
"Company") for the purpose of registering additional securities of the same
class as other securities for which a registration statement on Form S-8 has
already been filed (File No. 333-02202), registering 250,000 shares of Common
Stock of the Company for issuance under the Company's 1996 Employee Stock
Purchase Plan (the "Plan).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the information concerning the Plan
required by Item 1 of Form S-8 and the statement of availability of registrant
information and information relating to the Plan and other information required
by Item 2 of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents, which AMX Corporation (the "Company") has filed
with the Commission pursuant to the Securities Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

        (i)   The Company's Annual Report on Form 10-K for the year ended March
              31, 2001;

        (ii)  The Company's Quarterly Reports on Form 10-Q for the quarters
              ended June 30, 2001 and September 30, 2001;

        (iii) The Company's Current Reports on Form 8-K, filed with the
              Commission on April 5, 2001, May 31, 2001, June 15, 2001,
              September 5, 2001, October 5, 2001, November 9, 2001, and November
              29, 2001; and

        (iv)  The description of the Common Stock of the Company contained in
              the Company's Registration Statement on Form 8-A (Commission File
              No. 0-26924), as filed with the Commission pursuant to the
              Exchange Act on October 5, 1995, as may be amended, modified or
              superseded by any report or amendment filed with the Commission
              for the purpose of updating such description.

        Any future filings made by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement that indicates that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and

<PAGE>

to be a part hereof from the date of filing of such documents.

        Any statement contained in this Registration Statement, in an amendment
hereto or in a document 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 herein, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any 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.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        Article VIII of the Company's Amended and Restated Articles of
Incorporation, as amended, provides the following:

        "A director of the Corporation shall not be liable to the Corporation or
        its shareholders for monetary damages for an act or omission in the
        director's capacity as a director, except that this Article shall not
        authorize the elimination or limitation of the liability of a director
        to the extent the director is found liable for:

            (1)  a breach of the director's duty of loyalty to the Corporation
            or its shareholders;

            (2)  an act or omission not in good faith that constitutes a breach
            of duty of the director to the Corporation or an act or omission
            that involves intentional misconduct or a knowing violation of the
            law;

            (3)  a transaction from which the director received an improper
            benefit, whether or not the benefit resulted from an action taken
            within the scope of the director's office; or

            (4)  an act or omission for which the liability of a director is
            expressly provided by an applicable statute."

        Article IX of the Company's Amended and Restated Articles of
Incorporation, as amended, provides the following:

        "The directors and officers of the Corporation shall be indemnified by
        the Corporation in a manner and to the extent permitted by applicable
        state or federal law as in effect from time to time."

        Section 7.06 of the Company's Amended and Restated Bylaws, as amended,
provides the following:

        "The Corporation shall have the authority to and shall indemnify and
        advance expenses to the Directors, officers, employees, and agents of
        the Corporation or any other persons serving at the

<PAGE>

         request of the Corporation in such capacities in a manner and to the
         maximum extent permitted by applicable state or federal law. The
         Corporation may purchase and maintain liability insurance or make other
         arrangements for such obligations to the extent permitted by the Texas
         Business Corporation Act."

         The Company currently has in effect a directors and officers liability
insurance policy covering the directors and executive officers of the Company
and its subsidiaries.

         The Company has entered into various Indemnification Agreements with
certain of its directors that provide that the Corporation will indemnify such
individuals to the fullest extent provided by law.

         The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses under certain circumstances.

         As a result of these provisions or agreements, the Company and its
shareholders may be unable to obtain monetary damages from a director or officer
for breach of the duty of care. Although shareholders may continue to seek
injunctive or other equitable relief for an alleged breach of fiduciary duty by
a director or officer, shareholders may not have any effective remedy against
the challenged conduct if equitable remedies are unavailable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

          4.1       Amended and Restated Articles of Incorporation of the
                    Company (incorporated by reference from Exhibit 3.1 to the
                    Company's Form S-8 filed March 11, 1996 (File No.
                    333-02202)).

          4.2       Articles of Amendment to the Articles of Incorporation of
                    the Company (incorporated by reference from Exhibit 99.1 to
                    the Company's Current Report on Form 8-K, filed September
                    10, 1999 (File No. 0-026924)).

          4.3       Articles of  Amendment to the Articles of Incorporation of
                    the Company (incorporated by reference from Exhibit 3.1 to
                    the Company's Form 10-Q filed November 14, 2001 (File No.
                    0-026924)).

          4.4       Amended and Restated Bylaws of the Company, as amended
                    (incorporated by reference from Exhibit 3.2 to the Company's
                    Form 10-Q filed November 14, 2001 (File No. 0-026924)).

          4.5*      Specimen certificate for the Company's Common Stock.

          4.6*      AMX Corporation 1996 Employee Stock Purchase Plan, as
                    amended.


<PAGE>

      5.1*     Opinion of Munsch Hardt Kopf & Harr, P.C.

      23.1     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
               opinion filed as Exhibit 5.1 to this Registration Statement).

      23.2*    Consent of Ernst & Young LLP, independent auditors.

      24.1     Powers of Attorney (included on the signature page of this
               Registration Statement).

___________________
  *Filed herewith.



<PAGE>

Item 9.  Undertakings.

        (a)     The Company 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;

                        (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 thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this 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 in the information
                set forth in this Registration Statement;

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the information required to be included in a
        post-effective amendment by those paragraphs is contained in periodic
        reports filed by the Company 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 Securities 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 which remain unsold at
        the termination of the offering.

        (b)     The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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, the
Company 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 Securities Act and will be governed by the final adjudication
of such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Richardson, State of Texas, on January 16, 2002.

                                AMX CORPORATION

                                By: /s/ Robert J. Carroll
                                   ---------------------------------------------
                                        Robert J. Carroll
                                        Chairman of the Board, Chief Executive
                                        Officer and President

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMX Corporation, a Texas corporation, which is filing a Registration
Statement on Form S-8 with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitutes and appoints Robert J. Carroll and Jean M. Nelson, and each
of them, the undersigned's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, and in any and all capacities, to sign such
Registration Statement and any or all amendments thereto (including
post-effective amendments and amendments thereto) and all other documents in
connection therewith to be filed with the Securities and Exchange Commission, it
being understood that said attorneys-in-fact and agents, and each of them, shall
have full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and that each of the
undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on January 16, 2002.

                Signature                             Title
                ---------                             -----

     /s/ Robert J. Carroll               Chairman of the Board, Chief Executive
     --------------------------------           Officer and President
             Robert J. Carroll              (Principal Executive Officer)



     /s/ Peter D. York                          Senior Vice President and
     --------------------------------       Vice Chairman of the Board
             Peter D. York


     /s/ Jean M. Nelson                 Chief Financial Officer, Secretary and
     --------------------------------       Treasurer (Principal Financial
             Jean M. Nelson                     and Accounting Officer)



     /s/ Thomas L. Harrison                             Director
     --------------------------------
             Thomas L. Harrison



<PAGE>

      /s/ Richard Smith                                      Director
     ------------------------------------------
                Richard Smith


      /s/ J. Otis Winters                                    Director
     ------------------------------------------
                J. Otis Winters


      /s/ John E. Wilson                                     Director
     ------------------------------------------
                John E. Wilson


      /s/ Pat Summerall                                      Director
     ------------------------------------------
                Pat Summerall
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21490}]
{"company-data": {"conformed-name": "AMX CORP /TX/", "cik": "0000944248", "assigned-sic": "3670", "irs-number": "751815822", "state-of-incorporation": "TX", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76890", "film-number": "2511658"}, "business-address": {"street1": "3000 RESEARCH DR", "city": "RICHARDSON", "state": "TX", "zip": "75082", "phone": "4696248000"}, "mail-address": {"street1": "3000 RESEARCH DR", "city": "RICHARDSON", "state": "TX", "zip": "75082"}, "former-company": [{"former-conformed-name": "AMX CORP", "date-changed": "19960327"}, {"former-conformed-name": "PANJA INC", "date-changed": "19990913"}]}
As filed with the Securities and Exchange Commission on January 17, 2002
                                                            Registration No. 33-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 AMX CORPORATION
             (Exact name of Registrant as specified in its charter)

             Texas                                               75-1815822
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               3000 Research Drive
                             Richardson, Texas 75082
          (Address, including zip code, of principal executive offices)

                                 AMX Corporation
                        1996 Employee Stock Purchase Plan
                            (Full title of the plans)

                                Robert J. Carroll
                                 AMX Corporation
                               3000 Research Drive
                             Richardson, Texas 75082
                     (Name and address of agent for service)

                                 (469) 624-8000
          (Telephone number, including area code, of agent for service)

                                   copies to:
                            A. Michael Hainsfurther
                         Munsch Hardt Kopf & Harr, P.C.
                               4000 Fountain Place
                                1445 Ross Avenue
                               Dallas, Texas 75202
                                  214-855-7500

                         CALCULATION OF REGISTRATION FEE
================================================================================================================
                                                       Proposed          Proposed
  Title of securities to be        Amount to            maximum           maximum              Amount of
         registered                   be             offering price      aggregate         registration fee
                                 registered/(1)/     per share/(2)/    offering price/(2)/
----------------------------------------------------------------------------------------------------------------
Common Stock, par                    250,000              $2.79             $697,500             $65.00
value $.01 per share ........        shares
================================================================================================================
/(1)/ The shares to be registered under this Registration Statement represent
      additional shares authorized to be issued under the AMX Corporation 1996
      Employee Stock Purchase Plan. 250,000 shares were previously registered on
      the registrant's Registration Statement on Form S-8 (File No. 333-02202)
      filed with the Securities and Exchange Commission on March 11, 1996.

/(2)/ Estimated pursuant to Rules 457(c) and (h) of the Securities Act of 1933,
      as amended, solely for purposes of computing the registration fee based
      upon the average of the high and low sales prices per share for the Common
      Stock reported on The Nasdaq National Market on January 10, 2002, for all
      shares being registered. Because there are shares still available for
      grant under the AMX Corporation 1996 Employee Stock Purchase Plan and the
      exercise prices thereof may be based on the fair market value of the
      Common Stock on the date of grant, it is not possible as of the date
      hereof to determine the maximum offering price per share of the shares of
      Common Stock to be offered under the plan and such prices may be more or
      less than $2.79 per share.

================================================================================
EXPLANATORY NOTE

        This Registration Statement is being filed by AMX Corporation (the
"Company") for the purpose of registering additional securities of the same
class as other securities for which a registration statement on Form S-8 has
already been filed (File No. 333-02202), registering 250,000 shares of Common
Stock of the Company for issuance under the Company's 1996 Employee Stock
Purchase Plan (the "Plan).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        Note: The document(s) containing the information concerning the Plan
required by Item 1 of Form S-8 and the statement of availability of registrant
information and information relating to the Plan and other information required
by Item 2 of Form S-8 will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
In accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. The registrant shall maintain a
file of such documents in accordance with the provisions of Rule 428. Upon
request, the registrant shall furnish to the Commission or its staff a copy or
copies of any or all of the documents included in such file.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents, which AMX Corporation (the "Company") has filed
with the Commission pursuant to the Securities Act or the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

        (i)   The Company's Annual Report on Form 10-K for the year ended March
              31, 2001;

        (ii)  The Company's Quarterly Reports on Form 10-Q for the quarters
              ended June 30, 2001 and September 30, 2001;

        (iii) The Company's Current Reports on Form 8-K, filed with the
              Commission on April 5, 2001, May 31, 2001, June 15, 2001,
              September 5, 2001, October 5, 2001, November 9, 2001, and November
              29, 2001; and

        (iv)  The description of the Common Stock of the Company contained in
              the Company's Registration Statement on Form 8-A (Commission File
              No. 0-26924), as filed with the Commission pursuant to the
              Exchange Act on October 5, 1995, as may be amended, modified or
              superseded by any report or amendment filed with the Commission
              for the purpose of updating such description.

        Any future filings made by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of
a post-effective amendment to this Registration Statement that indicates that
all securities offered hereby have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and
to be a part hereof from the date of filing of such documents.

        Any statement contained in this Registration Statement, in an amendment
hereto or in a document 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 herein, in any subsequently filed amendment to this
Registration Statement, or in any document that also is incorporated by
reference herein modifies or supersedes such statement. Any 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.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        Article VIII of the Company's Amended and Restated Articles of
Incorporation, as amended, provides the following:

        "A director of the Corporation shall not be liable to the Corporation or
        its shareholders for monetary damages for an act or omission in the
        director's capacity as a director, except that this Article shall not
        authorize the elimination or limitation of the liability of a director
        to the extent the director is found liable for:

            (1)  a breach of the director's duty of loyalty to the Corporation
            or its shareholders;

            (2)  an act or omission not in good faith that constitutes a breach
            of duty of the director to the Corporation or an act or omission
            that involves intentional misconduct or a knowing violation of the
            law;

            (3)  a transaction from which the director received an improper
            benefit, whether or not the benefit resulted from an action taken
            within the scope of the director's office; or

            (4)  an act or omission for which the liability of a director is
            expressly provided by an applicable statute."

        Article IX of the Company's Amended and Restated Articles of
Incorporation, as amended, provides the following:

        "The directors and officers of the Corporation shall be indemnified by
        the Corporation in a manner and to the extent permitted by applicable
        state or federal law as in effect from time to time."

        Section 7.06 of the Company's Amended and Restated Bylaws, as amended,
provides the following:

        "The Corporation shall have the authority to and shall indemnify and
        advance expenses to the Directors, officers, employees, and agents of
        the Corporation or any other persons serving at the
request of the Corporation in such capacities in a manner and to the
         maximum extent permitted by applicable state or federal law. The
         Corporation may purchase and maintain liability insurance or make other
         arrangements for such obligations to the extent permitted by the Texas
         Business Corporation Act."

         The Company currently has in effect a directors and officers liability
insurance policy covering the directors and executive officers of the Company
and its subsidiaries.

         The Company has entered into various Indemnification Agreements with
certain of its directors that provide that the Corporation will indemnify such
individuals to the fullest extent provided by law.

         The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify officers, directors, agents and employees who are or
have been a party to or are threatened to be made a party to litigation against
judgments, penalties (including excise and similar taxes), fines, settlements
and reasonable expenses under certain circumstances.

         As a result of these provisions or agreements, the Company and its
shareholders may be unable to obtain monetary damages from a director or officer
for breach of the duty of care. Although shareholders may continue to seek
injunctive or other equitable relief for an alleged breach of fiduciary duty by
a director or officer, shareholders may not have any effective remedy against
the challenged conduct if equitable remedies are unavailable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

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

          4.1       Amended and Restated Articles of Incorporation of the
                    Company (incorporated by reference from Exhibit 3.1 to the
                    Company's Form S-8 filed March 11, 1996 (File No.
                    333-02202)).

          4.2       Articles of Amendment to the Articles of Incorporation of
                    the Company (incorporated by reference from Exhibit 99.1 to
                    the Company's Current Report on Form 8-K, filed September
                    10, 1999 (File No. 0-026924)).

          4.3       Articles of  Amendment to the Articles of Incorporation of
                    the Company (incorporated by reference from Exhibit 3.1 to
                    the Company's Form 10-Q filed November 14, 2001 (File No.
                    0-026924)).

          4.4       Amended and Restated Bylaws of the Company, as amended
                    (incorporated by reference from Exhibit 3.2 to the Company's
                    Form 10-Q filed November 14, 2001 (File No. 0-026924)).

          4.5*      Specimen certificate for the Company's Common Stock.

          4.6*      AMX Corporation 1996 Employee Stock Purchase Plan, as
                    amended.
5.1*     Opinion of Munsch Hardt Kopf & Harr, P.C.

      23.1     Consent of Munsch Hardt Kopf & Harr, P.C. (included in the
               opinion filed as Exhibit 5.1 to this Registration Statement).

      23.2*    Consent of Ernst & Young LLP, independent auditors.

      24.1     Powers of Attorney (included on the signature page of this
               Registration Statement).

___________________
  *Filed herewith.
Item 9.  Undertakings.

        (a)     The Company 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;

                        (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 thereof) which,
                individually or in the aggregate, represent a fundamental change
                in the information set forth in this 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 in the information
                set forth in this Registration Statement;

                Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
        not apply if the information required to be included in a
        post-effective amendment by those paragraphs is contained in periodic
        reports filed by the Company 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 Securities 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 which remain unsold at
        the termination of the offering.

        (b)     The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company'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.

        (c)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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, the
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
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 Richardson, State of Texas, on January 16, 2002.

                                AMX CORPORATION

                                By: /s/ Robert J. Carroll
                                   ---------------------------------------------
                                        Robert J. Carroll
                                        Chairman of the Board, Chief Executive
                                        Officer and President

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of AMX Corporation, a Texas corporation, which is filing a Registration
Statement on Form S-8 with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended (the "Securities Act"),
hereby constitutes and appoints Robert J. Carroll and Jean M. Nelson, and each
of them, the undersigned's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for the undersigned and in the
undersigned's name, place and stead, and in any and all capacities, to sign such
Registration Statement and any or all amendments thereto (including
post-effective amendments and amendments thereto) and all other documents in
connection therewith to be filed with the Securities and Exchange Commission, it
being understood that said attorneys-in-fact and agents, and each of them, shall
have full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person and that each of the
undersigned hereby ratifies and confirms all that said attorneys-in-fact as
agents or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on January 16, 2002.

                Signature                             Title
                ---------                             -----

     /s/ Robert J. Carroll               Chairman of the Board, Chief Executive
     --------------------------------           Officer and President
             Robert J. Carroll              (Principal Executive Officer)

     /s/ Peter D. York                          Senior Vice President and
     --------------------------------       Vice Chairman of the Board
             Peter D. York

     /s/ Jean M. Nelson                 Chief Financial Officer, Secretary and
     --------------------------------       Treasurer (Principal Financial
             Jean M. Nelson                     and Accounting Officer)

     /s/ Thomas L. Harrison                             Director
     --------------------------------
             Thomas L. Harrison
/s/ Richard Smith                                      Director
     ------------------------------------------
                Richard Smith

      /s/ J. Otis Winters                                    Director
     ------------------------------------------
                J. Otis Winters

      /s/ John E. Wilson                                     Director
     ------------------------------------------
                John E. Wilson

      /s/ Pat Summerall                                      Director
     ------------------------------------------
                Pat Summerall