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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
THE TODD-AO CORPORATION
(Name of Issuer)
Class A Common Shares, $.25 par value
(Title of Class of Securities)
888896107
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.)(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following page(s))
Page 1 of 5 Pages
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CUSIP No. 888896107 13G Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salah M. Hassanein
Social Security No. 103 22 1884
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) /__/
(b) /__/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF INCORPORATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 500,443 (See Introductory Note)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY None (See Introductory Note)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 500,443 (See Introductory Note)
PERSON 8 SHARED DISPOSITIVE POWER
WITH None (See Introductory Note)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 500,443 (See Explanatory Note)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* / /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.14%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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CUSIP No. 888896107 13G Page 3 of 5 Pages
Explanatory Note
This statement on Schedule 13G is being filed by Salah M.
Hassanein, the President and Chief Operating Officer of
The Todd-AO Corporation. Mr. Hassanein's indicated
share ownership as at December 31, 1995 includes 110,000
shares underlying stock options exercisable within 60 days.
For purposes of computing the percent of class represented
by this amount, an aggregate of 636,560 shares underlying
all employee stock options exercisable within 60 days have
been assumed issued and outstanding as of 12/31/95.
Item 1 (a). Name of Issuer:
THE TODD-AO CORPORATION
Item 1 (b). Address of Issuer's Principal Executive
Offices:
172 Golden Gate Avenue
San Francisco, CA 94102
Item 2 (a). Name of Persons Filing:
Salah M. Hassanein
Item 2 (b). Address of Principal Business Office:
514 Via De La Valle
Suite 300A
Solana Beach, CA 92075
Item 2 (c). Citizenship:
United States
Item 2 (d). Title of Class of Securities:
Class A Common Shares, $.25 par value
Item 2 (e). Cusip Number: 888896107
Item 3. Not Applicable
Item 4 (a) Amount Beneficially Owned: 500,443 (See Explanatory Note)
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CUSIP No. 888896107 13G Page 4 of 5 Pages
Item 4 (b) Percent of Class: 7.14% (See Explanatory Note)
Item 4 (c) Number of shares as to which the undersigned has:
(i) sole power to vote or direct the vote: 500,443
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 500,443
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the
fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of
more than five percent of the class of
securities, check the following [ ]
Item 6. Ownership of More Than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company: Not Applicable
Item 8. Identification and Classification of Members of the
Group: Not Applicable
Item 9. Notice of Dissolution of Group: Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
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CUSIP No. 888896107 13G Page 5 of 5 Pages
Signature.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
/s/ Salah M. Hassanein
Salah M. Hassanein
Dated: February 13, 1996
