Filed Under Rules 424(b)(3) and 424(c)
SEC File Number: 333-85605
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 28, 1999
TO PROSPECTUS DATED AUGUST 27, 1999
AMPEX CORPORATION
816,617 Shares of Class A Common Stock
The information in this prospectus supplement supplements the
information set forth under the caption "Selling Stockholders" in the
prospectus. This prospectus supplement should be read in conjunction with the
prospectus. Capitalized terms used and not defined herein have the meanings
given to them in the prospectus.
The prospectus relates to the proposed sale of 816,617 shares of Class
A Common Stock of Ampex Corporation, including 153,846 shares held by
Information Super Station, L.L.C. which are subject to a pledge and security
agreement in favor of Prudential Securities Incorporated ("Prudential").
Following a transfer of such shares to Prudential pursuant to the pledge and
security agreement, such shares may be sold by Prudential pursuant to the
prospectus. Accordingly, the Selling Stockholder table on page 16 of the
prospectus is hereby supplemented to include an additional selling stockholder,
as set forth in the table below.
Number of Shares
of Class A
Selling Stockholder Common Stock
------------------- ------------
Prudential Securities Incorporated 153,846
