

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

     (Mark One)
               [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

                     For the quarterly period ended September 30, 1997

                                       OR

               [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

                     For the transition period from ___________ to ____________

                           Commission File No. 0-20292

                                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)

                                 (415) 367-2011
              (Registrant's telephone number, including area code)


     Indicate by check mark whether the Registrant: (1) has filed all reports
     required to be filed by Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for such shorter period that the
     Registrant was required to file such reports); and (2) has been subject to
     such filing requirements for the past 90 days. Yes X No


     As of October 15, 1997, the aggregate number of outstanding shares of the
     Registrant's Class A Common Stock, $.01 par value, was 45,611,707. There
     were no outstanding shares of the Registrant's Class C Common Stock, $0.01
     par value.


<PAGE>



                                AMPEX CORPORATION
                                    FORM 10-Q

                        Quarter Ended September 30, 1997

                                      INDEX
                                                                            Page

PART I -- FINANCIAL INFORMATION...............................................2

Item 1.        Financial Statements...........................................2

               Consolidated Balance Sheets (unaudited) at September 30, 1997 and
               December 31, 1996..............................................3

               Consolidated Statements of Operations (unaudited) for the three
               months and nine months ended September 30, 1997 and 1996.......4

               Consolidated Statements of Cash Flows (unaudited) for the nine
               months ended September 30, 1997 and 1996.......................5

               Notes to Unaudited Consolidated Financial Statements...........6

Item 2.        Management's Discussion and Analysis of Financial Condition and
               Results of Operations..........................................9

PART II -- OTHER INFORMATION

Item 1.        Legal Proceedings.............................................14

Item 2.        Changes in Securities.........................................15

Item 3.        Defaults Upon Senior Securities...............................15

Item 4.        Submission of Matters to a Vote of Security Holders...........15

Item 5.        Other Information.............................................15

Item 6(a).     Exhibits......................................................15

Item 6(b).     Reports on Form 8-K...........................................15

Signatures     ..............................................................16


                         PART I -- FINANCIAL INFORMATION

Item 1.         Financial Statements

              See pages 3-8.


<PAGE>

                               AMPEX CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)
                                  (unaudited)



<TABLE>
<CAPTION>

                                                                                     September 30,      December 31,  
                                                                                         1997              1996       
                                                                                     -------------      ------------  
                                                                                     
<S>                                                                                   <C>             <C>           
ASSETS
Current assets:
   Cash and cash equivalents                                                          $     10,328    $      13,410 
   Short-term investments                                                                   17,991           17,241 
   Notes receivable                                                                          8,573            7,926 
   Accounts receivable (net of allowances of $1,625 and $2,241)                             13,927           16,721 
   Inventories                                                                              17,323           14,095 
   Other current assets                                                                      2,820            2,709 
                                                                                      -------------   --------------
      Total current assets                                                                  70,962           72,102 

Property, plant and equipment                                                                9,476           10,059
Other assets                                                                                 1,410            2,331 
                                                                                       -------------  --------------
      Total assets                                                                     $    81,848    $      84,492
                                                                                       =============  ==============
LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                               
Current liabilities:                                                             
   Notes payable                                                                      $        999    $       1,075  
   Accounts payable                                                                          6,723            7,148  
   Income taxes payable                                                                        353              571  
   Accrued restructuring costs                                                               1,428            2,002 
   Other accrued liabilities                                                                19,005           22,029 
                                                                                      -------------   --------------
      Total current liabilities                                                             28,508           32,825 

Long-term debt                                                                                 211              914 
Other liabilities                                                                           54,076           60,233 
Deferred income taxes                                                                        1,267            1,314  
Accrued restructuring costs                                                                  3,873            5,596  
                                                                                      -------------   --------------
      Total liabilities                                                                     87,935          100,882 
                                                                                      -------------   -------------- 
Commitments and contingencies (Note 6)                                                                               
                                                                                      
Redeemable nonconvertible preferred stock, $1,000 liquidation value:                   
   Authorized: 69,970 shares 1997 and 1996                                             
   Issued and outstanding - 69,970 shares 1997 and 1996                                     69,970           69,970  
                                                                                                                     
Stockholders' deficit:                                                                                               
   Preferred stock, $1.00 par value:                                                                                 
      Authorized: 842,838 shares 1997 and 1996                                                                       
      Issued and outstanding - none 1997 and 1996                                                -                - 
   Common stock, $.01 par value:                                                                                    
      Class A:                                                                                                      
          Authorized: 125,000,000 shares 1997 and 1996                                                              
          Issued and outstanding - 45,611,707 shares 1997; 45,434,417 shares 1996              456              454  
      Class C:                                                                                                      
          Authorized: 50,000,000 shares 1997 and 1996                                                               
          Issued and outstanding - none 1997 and 1996                                            -                - 
      Other additional capital                                                             382,467          382,042 
      Note receivable from stockholder                                                      (3,979)          (3,979) 
      Accumulated deficit                                                                 (444,987)        (454,871) 
      Cumulative translation adjustments                                                       518              526 
      Minimum pension liability adjustment                                                 (10,532)         (10,532)
                                                                                      -------------   -------------- 
          Total stockholders' deficit                                                      (76,057)         (86,360) 
                                                                                      -------------   -------------- 
          Total liabilities and stockholders' deficit                                 $     81,848    $      84,492   
                                                                                      =============   ==============  
</TABLE>


               The accompanying notes are an integral part of the
                  unaudited consolidated financial statements.




                                           3


<PAGE>


                                AMPEX CORPORATION
                      CONSOLIDATED STATEMENT OF OPERATIONS
                        (in thousands, except share data)
                                   (unaudited)




<TABLE>
<CAPTION>
                                                                                           
                                                                   Three months ended                      Nine months ended
                                                          ------------------------------------   -----------------------------------
                                                                      September 30,                          September 30,
                                                          ------------------------------------   -----------------------------------
                                                                 1997              1996                 1997              1996
                                                           ---------------   ------------------   ----------------  ----------------

<S>                                                        <C>               <C>                  <C>                <C>  
     Net sales                                             $    18,182       $      23,604        $    60,562        $       72,256

     Cost of sales                                               9,950              12,582             31,193                39,471
                                                           ---------------   ------------------   ----------------  ----------------
      Gross profit                                               8,232              11,022             29,369                32,785

     Selling and administrative                                  5,043               7,511             19,106                19,329
     
     Research, development and engineering                       3,841               3,961             11,479                11,785
          
     Royalty income                                             (1,786)             (3,023)            (9,130)               (7,584)

     Restructuring charges (credits)                              (950)               (453)              (950)                 (453)
                                                           ---------------   ------------------   ----------------  ----------------
      Operating income                                           2,084               3,026              8,864                 9,708


     Interest expense                                               19                  26                 73                   729

     Amortization of debt financing costs                            -                   -                  -                    85
          
     Interest income                                              (733)               (824)            (2,246)               (2,400)

     Other (income) expense, net                                    (2)                216                 53                  (422)
                                                           ---------------   ------------------   ----------------  ----------------
      Income before income taxes                                 2,800               3,608             10,984                11,716
                      

     Provision for income taxes                                    196                 505              1,100                 1,168
                                                           ---------------   ------------------   ----------------  ----------------
      Net income                                           $     2,604       $       3,103        $     9,884       $        10,548
                                                           ===============   ==================   ================  ================

     Primary income per share:
      Income per share                                     $      0.06       $        0.07        $      0.21       $          0.24
                                                           ===============   ==================   ================  ================
     Weighted average number of common shares outstanding   46,368,024          46,227,048         46,509,963            44,082,092
                                                           ===============   ==================   ================  ================

     Fully diluted income per share:
      Income per share                                     $      0.06       $        0.07        $      0.21       $          0.24
                                                           ===============   ==================   ================  ================
     Weighted average number of common shares outstanding   46,368,024          46,280,192         46,509,963            46,152,259
                                                           ===============   ==================   ================  ================
</TABLE>





               The accompanying notes are an integral part of the
                  unaudited consolidated financial statements.

                                       4


<PAGE>


                                AMPEX CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)




<TABLE>
<CAPTION>

                                                                        For the nine months ended
                                                                        -------------------------
                                                                        September 30, September 30,  
                                                                             1997         1996
                                                                        ------------- ------------

<S>                                                                    <C>             <C>             
Cash flows from operating activities:        
  Net income                                                           $        9,884  $     10,548    
  Adjustments to reconcile net income to net cash                                                      
    used in operating activities:                                                                      
     Depreciation, amortization and accretion                                   1,589         2,298    
     Net gain on sale of assets                                                     -           927    
     Net increase in notes receivable                                            (647)         (892)   
     Net (increase) decrease in accounts receivable                             3,471        (2,744)   
     Net increase in inventories                                               (3,228)       (4,190)   
     Net (increase) decrease in other assets                                      678        (1,560)   
     Net increase (decrease) in accounts payable                                 (679)         (143)   
     Net decrease in accrued liabilities and                                                           
      income taxes payable                                                     (4,137)       (1,434)   
     Net (increase) decrease in long-term receivables                             132          (133)   
     Net decrease in other non-current obligations                             (5,546)       (6,087)   
     Net decrease in accrued restructuring costs                               (2,297)       (2,600)   
                                                                       --------------- --------------  
          Net cash used in operating activities                                  (780)       (6,010)   
                                                                       --------------- --------------  
Cash flows from investing activities:                                                                  
  Purchases of short-term investments                                         (60,944)      (55,430)   
  Proceeds received on the maturity of short-term investments                  60,194        45,661    
  Proceeds from the sale of short-term investments                                  -         3,938    
  Additions to notes receivable                                                     -       (15,107)         
  Additions to property, plant and equipment                                   (1,043)         (801)   
  Disposals of property, plant and equipment                                       -         27,715    
  Deferred gain on sale of assets                                                (611)        5,930          
                                                                       --------------- --------------  
          Net cash provided by (used in) investing activities                  (2,404)       11,906    
                                                                       --------------- --------------  
Cash flows from financing activities:                                                                  
  Borrowings under working capital facilities                                  40,721        35,687    
  Repayments under working capital facilities                                 (41,368)      (36,742)   
  Repayment of secured note payable                                                 -        (7,333)   
  Repayment of notes payable-affiliates                                             -           (80)   
  Proceeds from issuance of common stock                                          427           984    
  Proceeds from issuance of warrants                                                -            17    
                                                                       --------------- --------------                       
          Net cash used in financing activities                                  (220)       (7,467)   
                                                                       --------------- --------------                       
  Effect of exchange rates on cash                                                322           (46)   
                                                                       --------------- --------------  
          Net decrease in cash and cash equivalents                            (3,082)       (1,617)   
  Cash and cash equivalents, beginning of period                               13,410         6,765    
                                                                       --------------- --------------  
  Cash and cash equivalents, end of period                             $       10,328  $      5,148    
                                                                       =============== ==============                       
                                                                      
</TABLE>


               The accompanying notes are an integral part of the
                  unaudited consolidated financial statements.


                                       5

<PAGE>


                                AMPEX CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


Note 1 -- Ampex Corporation

     Ampex  Corporation  ("Ampex"  or the  "Company")  is engaged in the design,
development,  production and distribution of high-performance  mass data storage
systems,  instrumentation  recorders and professional  video recording and other
products.  The Company operates in one industry segment for financial  reporting
purposes:  the design,  development,  production and distribution of high-speed,
high-capacity magnetic recording products and systems.

Note 2 -- Basis of Presentation

     The consolidated financial statements included herein have been prepared by
the  Company,  without  audit,  pursuant  to the  rules and  regulations  of the
Securities  and  Exchange   Commission  for  reporting  on  Form  10-Q.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
condensed  or omitted  pursuant to such rules and  regulations.  The  statements
should be read in  conjunction  with the  Company's  report on Form 10-K for the
year ended December 31, 1996 and the Audited  Consolidated  Financial Statements
included therein.

     In  the  opinion  of  management,  the  financial  statements  reflect  all
adjustments  (consisting only of normal recurring  adjustments)  necessary for a
fair  presentation of financial  position,  results of operations and cash flows
for the interim periods presented.  The results of operations for the three- and
nine-month  periods ended September 30, 1997 are not  necessarily  indicative of
the results to be expected for the full year.

     In June 1997, the Financial Accounting Standards Board issued Statement No.
130  ("SFAS  130"),  "Reporting  Comprehensive  Income."  SFAS  130  establishes
standards  for  the  reporting  and  display  of  comprehensive  income  and its
components in a full set of general purpose financial statements.  Comprehensive
income is  defined as the  change in equity of a  business  enterprise  during a
period  from  transactions  and other  events and  circumstances  from  nonowner
sources.  The impact of adopting SFAS 130, which is effective for the Company in
1998, has not been determined.

     In  June  1997,  the  Financial  Accounting  Standards  Board  also  issued
Statement No. 131 ("SFAS 131"),  "Disclosure about Segments of an Enterprise and
Related  Information."  SFAS 131  requires  publicly-held  companies  to  report
financial  and other  information  about key  revenue-producing  segments of the
entity for which such  information  is  available  and is  utilized by the chief
operating  decision  maker.  Specific  information to be reported for individual
segments  includes  profit or loss,  certain revenue and expense items and total
assets. A reconciliation of segment financial information to amounts reported in
the financial  statements  would be provided.  SFAS No. 131 is effective for the
Company in 1998 and the impact of its adoption has not been determined.

Note 3  -- Income Per Common Share

     Primary income per common share for the three-month and nine-month  periods
ended  September  30, 1997 and 1996 is  calculated by dividing net income by the
weighted average common shares  outstanding during the respective  periods.  The
calculation  of weighted  average  common shares  assumes the exercise of common
stock equivalent warrants and stock options in periods when their exercise would
be dilutive. Fully diluted income per common share for the three- and nine-month
periods ended  September 30, 1997 and 1996 is calculated by dividing net income,
as adjusted  for  interest on  outstanding  convertible  notes,  by the weighted
average common shares  outstanding  (calculated  as set forth above),  including
shares issuable upon conversion of the potentially dilutive convertible notes.

     During  February  1997,  the Financial  Accounting  Standards  Board issued
Statement  No. 128 ("SFAS  128"),  "Earnings  per Share",  which  specifies  the
computation,  presentation  and disclosure

                                       6


<PAGE>



                                AMPEX CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

requirements  for income per share of common  stock.  SFAS 128 will  become
effective for the Company's  fiscal year ending December 31, 1997. The impact of
adopting  SFAS  128 on the  Company's  financial  statements  has not  yet  been
determined.


Note  4 -- Supplemental Schedule of Cash Flow Information

     Cash payments for interest and income taxes (net of refunds  received) from
continuing operations were as follows:

                                                  Nine  months ended
                                            --------------------------------
                                            September 30,      September 30,
                                                1997               1996
                                            ---------------   --------------
                                                    (in thousands)


     Interest.........................       $        73       $       237
     Income taxes paid................             1,443               730




Note 5 -- Inventories

                                           September 30,       December 31,
                                               1997                1996
                                            --------------   ---------------
                                                       (in thousands)


     Raw materials....................       $     7,099       $     6,097
     Work in process..................             6,086             5,160
     Finished goods...................             4,138             2,838
                                              ----------        ----------
         Total........................       $    17,323       $    14,095
                                              ==========        ==========




Note 6 -- Commitments and Contingencies

     The Company is  currently a defendant  in lawsuits  that have arisen in the
ordinary  course of its  business.  Management  does not  believe  that any such
lawsuits  or  unasserted  claims  will  have a  material  adverse  effect on the
Company's financial position, results of operations or cash flows.

     The  Company  currently  is involved in various  stages of  monitoring  and
cleanup relative to environmental  protection  matters,  some of which relate to
past disposal  practices.  Some of these matters are being  overseen by state or
federal  agencies.  Management has provided reserves for certain amounts related
to  investigation  and cleanup costs and believes that the final  disposition of
these matters will not have a material adverse effect on the Company's financial
position, results of operations or cash flows.


Note 7  -- Preferred Stock

     In December 1997, the Company is scheduled to redeem the 69,970 outstanding
shares of its 8%  Noncumulative  Preferred Stock, to the extent of funds legally
available  therefor  (generally,   the  excess  of  the  value  of  assets  over
liabilities),  at a redemption  price of $1,000 per share.  As of September  30,
1997,  the  Company  did not have any funds  legally  available  to  redeem  the
Noncumulative Preferred Stock, and the Company does not expect to have any funds
legally  available  on December 31, 1997 to




                                       7


<PAGE>



                                AMPEX CORPORATION
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


redeem the Noncumulative Preferred Stock. The Company will remain obligated
to redeem such shares  from time to time after  December  31, 1997 to the extent
funds become legally  available for redemption,  and will generally be precluded
from  declaring  any cash  dividends on, or  repurchasing  shares of, its common
stock,  until  the  Noncumulative  Preferred  Stock has been  redeemed  in full.
Redemption  of the  Noncumulative  Preferred  Stock for cash in the future could
have a negative  impact on the  Company's  liquidity.  In certain  instances the
Company may, at its option, redeem the Noncumulative  Preferred Stock by issuing
common  stock at 90% of fair  market  value,  provided,  however,  that the fair
market value of the common stock is then at least $4.00 per share.  Although the
Company has no current plans for redemption of the Noncumulative Preferred Stock
until  funds  become  legally  available,  it  is  continuing  to  evaluate  the
possibility of redeeming the Noncumulative Preferred Stock by issuing additional
debt or equity  securities,  in light of market  conditions,  its  liquidity and
other  factors.  Any such  redemption  could result in  substantial  dilution of
current stockholders' equity interests in the Company.

Note 8  -- Income Taxes

     The provisions for income taxes in the three-month  and nine-month  periods
ended September 30, 1997 and 1996 consist  primarily of foreign income taxes and
withholding taxes on royalty income. The Company was not required to include any
provision  for U.S.  federal  taxes in the  first  nine  months of 1997 and 1996
because of certain timing  differences in the recognition of expense for tax and
financial reporting purposes.

     As of December 31, 1996, the Company had net operating  loss  carryforwards
for income tax  purposes of $95.3  million,  expiring in the years 2005  through
2009. As a result of certain financing transactions that were completed in April
1994 and  February  1995,  the  Company's  ability to utilize its net  operating
losses and credit  carryforwards  against future consolidated federal income tax
liabilities  will be  restricted  in their  application,  which will result in a
material amount of the net operating loss never being utilized by the Company.



                                       8



<PAGE>


         This Quarterly Report on Form 10-Q contains forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995,
which involve certain risks and  uncertainties.  The Company's actual results or
outcomes  may differ  materially  from those  anticipated.  The  forward-looking
statements relate to various aspects of the Company's operations,  including but
not  limited  to: its  keepered  media  development  program  and other  product
development   efforts  and  expenses;   the  development  and   availability  of
application  software  for its DST  products;  possible  future  patent  license
agreements  and  royalty  income;  the costs  involved  in  pursuing  its patent
enforcement  program;  uncertainty  about the outcome and costs of the Company's
pending or future patent  litigation;  future sales levels, net income and gross
profit; the Company's  liquidity;  redemption of its 8% Noncumulative  Preferred
Stock;  and potential  issuances of additional debt or equity  securities.  Each
forward-looking  statement that the Company  believes is material is accompanied
by a cautionary statement or statements identifying important factors that could
cause  actual  results  to  differ   materially  from  those  described  in  the
forward-looking statement. The cautionary statements are set forth following the
forward-looking statement,  and/or elsewhere in this Form 10-Q and the Company's
other  documents filed with the Securities and Exchange  Commission,  whether or
not such  documents  are  incorporated  herein by  reference.  In assessing  the
forward-looking  statements  contained  in this Form 10-Q,  readers are urged to
read carefully all cautionary statements.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The following  discussion  and analysis of the financial  condition and
results of operations of Ampex  Corporation and its subsidiaries  (collectively,
"Ampex" or the  "Company  ") should be read in  conjunction  with the  unaudited
Consolidated  Financial  Statements  included  elsewhere in this Report, and the
Consolidated  Financial  Statements  and the  Notes  thereto,  and  Management's
Discussion and Analysis of Financial  Condition and Results of Operations in the
Company's  Annual  Report on Form 10-K for the year ended  December 31, 1996, as
filed with the Securities and Exchange  Commission (file no. 0-20292) (the "1996
Form 10-K"), and its Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997.


Results of Operations for the Three Months and Nine Months Ended September 30, 
1997 and 1996

         Net Sales.  Net sales  declined by 23.0% to $18.2  million in the third
quarter of 1997 from $23.6 million in the third quarter of 1996, and by 16.2% to
$60.6  million in the first nine months of 1997 from $72.3  million in the first
nine  months  of 1996.  Sales of the  Company's  instrumentation  products  have
historically  declined  during  the third  quarter of its  fiscal  year,  due to
seasonal   procurement   practices  of  its  customers.   Although  the  Company
experienced such a decline in the third quarter of 1997, it did not occur during
the third  quarter of 1996.  This has affected the  comparison  between 1997 and
1996 periods.  See "Mass Data Storage and  Instrumentation  Products," below. In
addition,  sales  of the  Company's  professional  television  and  after-market
products  declined  during the third  quarter and first nine months of 1997,  as
compared to 1996 periods. See "Professional Video Recording and Other Products,"
below.  The  Company's  backlog  of firm  orders  increased  to $5.2  million at
September 30, 1997 from $3.4 million at December 31, 1996. However,  the Company
considers  this level of backlog to be  minimal in  relation  to its  historical
sales  levels.  Accordingly,  future  periods'  net sales will be  significantly
dependent  upon orders  received in those  periods and,  because most orders are
typically  received late in each quarter,  it is difficult to predict  quarterly
sales levels.

         Mass Data Storage and Instrumentation  Products.  Sales of data storage
and instrumentation products totaled $13.6 million for the third quarter of 1997
and $48.0  million  for the first nine  months of 1997,  and  declined  from the
comparable periods in 1996 when sales of such products totaled $18.0 million and
$53.2 million, respectively.


                                       9


<PAGE>


A significant  portion of the Company's  instrumentation  product sales reflects
purchases by  government  agencies and defense  contractors  pursuant to federal
government procurement programs. These sales fluctuate as a result of changes in
government  spending  programs   (including  defense  programs),   and  seasonal
procurement  practices of government agencies.  Sales of these and other Company
products have  historically  declined  during the third quarter of the Company's
fiscal year due to such seasonal procurement practices, although the Company did
not experience this decline in the third quarter of 1996. Sales of the Company's
DST mass data storage products increased in the third quarter of 1997,  compared
to the third quarter of 1996.  Broader  acceptance of the Company's DST products
in its target markets will depend  significantly  on the availability of certain
third party  application  software.  The Company has been  working to  integrate
certain Ampex DST products with other  manufacturers'  equipment using Microsoft
Corporation's Windows NTTM , and anticipates achieving such compatibility during
the fourth quarter of 1997. However, the integration of these and other products
with the  Company's  DST products is not within the  Company's  control,  and if
delayed may adversely affect DST product sales in future quarters.

         Professional Video Recording and Other Products.  Sales of professional
video  recording  products  and all  other  products  (consisting  primarily  of
television after-market products) decreased to $4.6 million in the third quarter
of 1997 from $5.6 million in the third quarter of 1996,  and to $12.5 million in
the first  nine  months of 1997 from $19.1  million in the first nine  months of
1996.  The Company's DCT digital  products were designed for existing  broadcast
transmission standards,  which are expected to become obsolete upon the adoption
of new digital transmission standards that were recently announced. Accordingly,
the Company  anticipates that its professional video product sales will continue
to decline pending the establishment of new standards and until new products can
be introduced that are designed for them.

         Gross Profit.  Gross profit as a percentage  of net sales  decreased to
45.3% in the third  quarter of 1997 from 46.7% in the third  quarter of 1996 and
increased to 48.5% in the first nine months of 1997 from 45.4% in the first nine
months of 1996.  The gross profit margin  decline in the third quarter  reflects
lower sales of the Company's  instrumentation products, which are generally more
profitable  than its data  storage and video  recording  products.  The improved
gross margin in the first nine months of 1997 primarily  reflects the cumulative
effect of the Company's cost  reduction  programs.  As discussed  above in "Mass
Data  Storage  and  Instrumentation  Products,"  future  sales of the  Company's
instrumentation  recorders may be adversely  affected by continuing  pressure on
government  agencies to reduce  spending.  Any  significant  decline in sales of
these  relatively  high-margin  products could have a material adverse effect on
gross profit margins.

         Selling  and  Administrative   Expenses.   Selling  and  administrative
expenses  decreased  to $5.0  million  in the  third  quarter  of 1997 from $7.5
million in the third quarter of 1996, and decreased slightly to $19.1 million in
the first nine months of 1997 compared to $19.3 million in the first nine months
of 1996. The $2.5 million decrease in selling and administrative expenses in the
third quarter of 1997 reflects decreased patent infringement litigation expenses
and cost controls  achieved in anticipation of that quarter's  seasonal  revenue
decline.  The Company  incurred $3.9 million of patent  infringement  litigation
expenses  in the first  nine  months of 1997,  of which  only $0.3  million  was
incurred in the third  quarter.  In the first nine  months of 1996,  the Company
incurred patent infringement  litigation expenses of $2.9 million, of which $2.1
million was incurred in the third quarter.  The Company expects these litigation
expenses to continue in future  periods,  but at lower  levels than in the first
half of 1997. See "Legal Proceedings," below.

         Research,  Development and Engineering Expenses. Research,  development
and engineering expenses decreased slightly to $3.8 million in the third quarter
of 1997 from $4.0 million in the third quarter of 1996,  and to $11.5 million in
the first  nine  months of 1997 from $11.8  million in the first nine  months of
1996.  The  percentage of R,D&E  expenses  attributable  to the  development  of
keepered  media,  primarily  with  magneto-resistive  technology,  has increased
significantly  in the  comparison  periods.  The  Company  will be  required  to
continue making significant  expenditures and commitments for the development of
keepered media in the future for as long as the development  program  continues.
See "Keepered Media Research and  Development,"  below. The Company is committed
to  investing  in R,D&E  programs  at levels  that  management  believes  can be
supported by current sales levels,  and the Company  currently  anticipates that
such  expenses in 1997 will  increase  over 1996 levels as a  percentage  of net
sales.





                                       10

<PAGE>


         Royalty Income.  Royalty income  decreased to $1.8 million in the third
quarter of 1997 from $3.0 million in the third quarter of 1996, and increased to
$9.1  million  in the first nine  months of 1997 from $7.6  million in the first
nine months of 1996. The Company's  royalty income derives from patent licenses,
and the Company receives most of its royalty income from licenses with companies
that  manufacture  consumer video products (such as VCRs and camcorders) and, in
certain cases,  professional  video tape recorders.  Historically,  most royalty
income was  attributable to VHS video  recorders.  However,  in recent periods a
significant  portion of royalty  income has related to 8 mm video  recorders and
camcorders.

         Approximately  $3.7 million and $2.0  million of royalty  income in the
first  nine  months of 1997 and  1996,  respectively,  were  from  non-recurring
royalties resulting from negotiated  settlements related to sales of products by
manufacturers  prior to the  negotiation  of licenses from the Company.  Royalty
income has  historically  fluctuated  widely due to a number of factors that the
Company  cannot  predict,  such as the extent of use of the  Company's  patented
technology  by third  parties,  the  extent to which  the  Company  must  pursue
litigation  in order to enforce its  patents,  and the  ultimate  success of its
licensing  and   litigation   activities.   As  discussed   below  under  "Legal
Proceedings," Ampex has been in litigation with Mitsubishi Electric  Corporation
and Mitsubishi  Electric America Inc. regarding an Ampex patent that the Company
contends  was used in  connection  with the  manufacture  of certain  television
receivers.  The subject patent expired in July 1997, but Ampex has several other
patents, not presently the subject of litigation,  that the Company believes may
be used currently by various manufacturers of television receivers.  The Company
has approached  certain of these  manufacturers  with a view toward  negotiating
licensing  agreements,  but there can be no  assurance  that the Company will be
successful in such efforts.

         Television  receivers  that are designed in the future to be compatible
with pending  digital  television  broadcast  standards may also employ  various
digital video  technologies  developed by Ampex. The Company has begun to review
its patent portfolio to assess whether its patents may be used in future digital
television  receivers.  To the extent Ampex determines that its patents begin to
be used, the Company intends to attempt to negotiate  licensing  agreements with
manufacturers of television receivers.  However,  there can be no assurance that
such licensing  efforts  (including any litigation that may be required) will be
successful or cost-effective.

         Restructuring  Charges  (Credits).  The Company recorded  restructuring
credits of $1.0 million in the quarter and nine months ended September 30, 1997,
compared  to $0.5  million  in the  comparable  periods  in 1996.  Restructuring
credits  are  primarily  due to the  Company's  ability to enter into  favorable
sublease or other  arrangements  for facilities that were vacated as part of the
1993 restructuring of operations.

         Operating  Income.  The  Company  generated  operating  income  of $2.1
million in the third  quarter of 1997,  as compared to $3.0 million in the third
quarter of 1996,  and $8.9  million in the first nine months of 1997 as compared
to $9.7 million in the first nine months of 1996.  Operating  income  during the
third quarter of 1997 reflects  lower gross profit  resulting  from lower sales,
and lower royalty income, which were partially offset by increased restructuring
credits and lower  litigation  expenses  associated  with the Mitsubishi  patent
infringement  lawsuit.  Operating  income  during the first nine  months of 1997
reflects higher litigation expenses and lower gross profit,  offset by increased
royalty income and restructuring credits.

         Interest  Expense.  Interest  expense declined in 1997 from 1996 levels
due to the  repayment  of a  mortgage  loan in  connection  with the sale of the
Company's  Redwood  City,  California  real  estate  in  January  1996,  and the
conversion  of $27.3  million  principal  amount at  maturity  of the  Company's
zero-coupon  convertible  notes into  approximately 8.5 million shares of Common
Stock during the period from February 9, 1996 to April 1, 1996.

         Interest  Income.   Interest  income  decreased  slightly  between  the
comparison  periods primarily as a result of lower cash balances and the partial
repayment  of notes  receivable  from the  January  1996  sale of the  Company's
Redwood City, California property.

         Other (Income) Expense,  Net. Other (income) and expense,  net, in both
periods consisted primarily of foreign currency transaction gains and losses.



                                       11


<PAGE>


         Provision for Income Taxes.  The Company  derives pretax foreign income
from its  international  operations,  which  are  conducted  principally  by its
foreign subsidiaries.  In addition,  the Company's royalty income is subject, in
certain  cases,  to foreign  tax  withholding.  Such  income is taxed by foreign
taxing  authorities,  and the  Company's  domestic  tax timing  differences  and
operating  losses,  if any, are not  deductible in computing such foreign taxes.
The  provisions  for income taxes in the third quarters of 1997 and 1996 consist
primarily of foreign income taxes and withholding taxes on royalty income.

         Net Income.  The  Company  reported  net income of $2.6  million in the
third quarter of 1997 compared to $3.1 million in the third quarter of 1996, and
$9.9 million in the first nine months of 1997  compared to $10.5  million in the
first nine  months of 1996,  as a result of the  factors  discussed  above under
"Operating  Income."  The Company was able to  maintain  profitability,  despite
sales declines in the third quarter of 1997, primarily by continuing to focus on
controlling costs.

Liquidity and Capital Resources

         Cash Flow. At September 30, 1997,  the Company had cash and  short-term
investments of $28.3 million and working  capital of $42.5 million.  At December
31, 1996, the Company had cash and  short-term  investments of $30.7 million and
working capital of $39.3 million.  The Company's  operating  activities utilized
cash of $0.8  million  during  the first  nine  months of 1997 and $6.0  million
during  the  first  nine  months of 1996.  The  Company's  previously  announced
strategy to increase  inventories  to support sales of its 19 millimeter DST and
DIS  products  is the  primary  reason  for  the  increase  of $3.2  million  in
inventories  at September 30, 1997 over year-end 1996 levels.  While the Company
began  shipping its DST 810 library system in the fourth quarter of 1996 and its
DST 812  library  system in the  first  quarter  of 1997,  it  presently  has no
material  backlog of orders for these  products.  The  increased  investment  in
inventories,  particularly  with  respect  to its DST 810 and DST 812  products,
which have a limited sales history,  may expose the Company to an increased risk
of inventory  write-offs.  Cash flows from  investing  activities  and financing
activities for 1996 reflect the Company's sale of real estate in California.

         The Company has  available,  through a  subsidiary,  a working  capital
facility  that  allows it to borrow or obtain  letters of credit  totaling  $7.0
million,  based on eligible  accounts  receivable.  At September  30, 1997,  the
Company had no material borrowings  outstanding and had letters of credit issued
against the facility  totaling $2.3 million.  This credit  facility was recently
extended for an additional two years, to expire in May 2000.

         Financing  Transactions.  In December 1997, the Company is scheduled to
redeem the 69,970 outstanding shares of its 8% Noncumulative Preferred Stock, to
the extent of funds legally  available  therefor  (generally,  the excess of the
value of assets over liabilities), at a redemption price of $1,000 per share. As
of September 30, 1997,  the Company did not have any funds legally  available to
redeem the  Noncumulative  Preferred  Stock,  and the Company does not expect to
have  any  funds   legally   available  on  December  31,  1997  to  redeem  the
Noncumulative  Preferred Stock. The Company will remain obligated to redeem such
shares  from time to time after  December  31, 1997 to the extent  funds  become
legally available for redemption, and will generally be precluded from declaring
any cash dividends on, or  repurchasing  shares of, its common stock,  until the
Noncumulative  Preferred  Stock has been  redeemed  in full.  Redemption  of the
Noncumulative  Preferred  Stock for cash in the  future  could  have a  negative
impact on the Company's liquidity. See Note 7 of Notes to Unaudited Consolidated
Financial  Statements.  In certain  instances  the  Company  may, at its option,
redeem the Noncumulative  Preferred Stock by issuing common stock at 90% of fair
market value, provided,  however, that the fair market value of the common stock
is then at least $4.00 per share.  Although the Company has no current plans for
redemption  of the  Noncumulative  Preferred  Stock until funds  become  legally
available,  it is  continuing  to evaluate  the  possibility  of  redeeming  the
Noncumulative  Preferred Stock by issuing  additional debt or equity securities,
in light of  market  conditions,  its  liquidity  and  other  factors.  Any such
redemption could result in substantial dilution of current  stockholders' equity
interests in the Company.

         In the second quarter of 1996,  the Company filed a shelf  registration
statement with the Securities and Exchange  Commission covering 1,150,000 shares
of common  stock  which may be  offered  from time to time by the  Company,  the
proceeds  of which  would be used for general  corporate  purposes.  The sale of
common stock covered



                                       12

<PAGE>



by the shelf registration  statement could adversely affect the market price for
the  common  stock,  and  would  dilute  current   stockholders'   interests  by
approximately 3% if all such shares were to be issued. The Company is continuing
to evaluate its financing requirements and available financial alternatives, and
may determine to issue  additional debt or equity  securities,  or to take other
actions,  which would be in addition or as an  alternative to its possible shelf
offering.  No determination to proceed with any financing  alternatives has been
made at the date of this Report.

Keepered Media Research and Development

         Ampex has  previously  disclosed that it has been engaged in a research
and  development  program to  attempt  to  commercialize  its  "keepered  media"
technology for use in the hard disk drives that are attached to most  computers.
A description of this  technology  and certain  developments  and  uncertainties
related to the  development  program are set forth in the 1996 Form 10-K and the
Company's 1996 and 1997  Quarterly  Reports on Form 10-Q. In order to understand
properly the  following  information,  it is necessary to refer to these earlier
reports.

         As previously  disclosed,  Ampex has provided samples of keepered media
components   optimized  for  inductive-based  disk  drives  to  two  disk  drive
manufacturers  and is continuing to discuss  possible  production  programs with
them. One such  manufacturer  has advised the Company that it intends to build a
small number of inductive  head-based disk drives  incorporating  keepered media
during  the  fourth  quarter  of 1997 for  evaluation  purposes  only.  This had
previously  been  scheduled to occur during the third  quarter of 1997.  Even if
such disk  drives are built and perform  successfully,  there may be economic or
other reasons why this disk drive  manufacturer might elect to make a transition
to MR  head-based  designs  and not to  proceed  with any  inductive  head-based
program or with keepered media.

         The Company  previously  reported that it has demonstrated  significant
capacity increases for MR heads with keepered media under laboratory conditions,
and that results obtained under laboratory  conditions may not be representative
of performance in a production disk drive. Additionally,  there is a significant
possibility  that further testing or technical or economic  factors may make the
incorporation  of keepered  media into  MR-based  disk drives  impractical.  The
Company's  current strategy is to attempt to develop keepered media for use with
MR head-based disk drives incorporating currently available components,  because
it believes  that this  strategy  affords  the best  opportunity  to  accelerate
commercial  availability of the technology and that it has most of the resources
required to perform this  development  work  internally.  The Company intends to
pursue  this  strategy  in  connection  with  its  previously   announced  joint
development program with Samsung  Information Systems of America,  Inc. However,
there  can be no  assurance  that  any of  these  development  efforts  will  be
successful.  It is  possible  that in order to  achieve  significant  gains in a
production  disk drive,  it will be necessary to make design  changes to certain
components,  such as MR heads or read-write channels. If such design changes are
required, the Company intends to seek an industry partner for the manufacture of
these  components,  but there can be no assurance  that any such partner will be
willing or able to implement the required  modifications on a timely basis or on
economic terms that are favorable to the Company. At present, the Company is not
actively pursuing such discussions with any third parties.

         In a high technology  industry such as data storage,  other  technology
may be under  development,  or may be  developed  in the  future,  that could be
technically or economically superior to keepered media. It is also possible that
further  analysis by the Company or  potential  customers  will  identify  other
technical or economic issues of which Ampex is presently unaware. In view of the
many  uncertainties  associated with the development  and  commercialization  of
keepered media (as described  above and in the Company's  prior filings with the
Securities  and Exchange  Commission),  there can be no assurance as to when, or
if, any revenues or other benefits from this  technology will be realized by the
Company.  The  development  of keepered  media  could also divert the  Company's
technical resources,  which could negatively affect the Company's other research
and  development  programs,  including  improvements  to the Company's mass data
storage  product  lines.  Since the  prospects  for  keepered  media are  highly
speculative,  there is a risk that the market price of the Company's  securities
may experience  increased  volatility,  in addition to the  volatility  that may
result from other factors  affecting  the Company,  such as changes in financial
performance,  analysts' estimates, or product or technology announcements by the
Company or its competitors.




                                       13


<PAGE>



                          PART II -- OTHER INFORMATION


Item 1.           Legal Proceedings

         The  Company  is a  party  to  routine  litigation  incidental  to  its
business.  In the opinion of  management,  no such current or pending  lawsuits,
either  individually or in the aggregate,  are likely to have a material adverse
effect on the  Company's  financial  condition,  results of  operations  or cash
flows.

         On September 22, 1995, the Company filed a lawsuit  against  Mitsubishi
Electric Corporation and Mitsubishi Electric America Inc.  ("Mitsubishi") in the
U.S. District Court for the District of Delaware,  alleging patent  infringement
and breach of a license  agreement in  connection  with the  manufacture  of VHS
video  recorders and television  receivers,  and seeking  damages and injunctive
relief. In response to the Company's lawsuit,  on December 12, 1995,  Mitsubishi
filed a  lawsuit  against  Ampex  in the U.S.  District  Court  for the  Central
District of California,  alleging patent  infringement of two Mitsubishi patents
by certain  Ampex video and data  recorder  products,  and  seeking  unspecified
damages and injunctive  relief.  In March 1997, the California  court determined
that  Ampex has no  liability  to  Mitsubishi,  finding  in favor of Ampex  with
respect to both Mitsubishi patents. Mitsubishi's request for a new trial and for
judgment as a matter of law was denied.  In July 1997,  the court  affirmed  its
decision  in favor of Ampex and  Mitsubishi  filed a notice  of appeal  with the
Court of Appeals for the Federal Circuit.

         In April 1997,  a jury in the U.S.  District  Court for the District of
Delaware returned a verdict in favor of Ampex in its patent infringement lawsuit
against  Mitsubishi and awarded damages to Ampex of  approximately  $8.1 million
for  infringing  a patent used in  connection  with the  manufacture  of certain
television receivers.  The defendants asserted various defenses and in June 1997
the judge granted a post-trial motion by Mitsubishi to set aside the verdict and
award of damages on the theory of prosecution history estoppel.  In August 1997,
Ampex's  motion for retrial was denied and the Company  filed a notice of appeal
with the Court of Appeals for the Federal  Circuit.  The Company does not expect
the  Court of  Appeals  to  issue  its  decision  in this  case,  or in the case
described in the foregoing paragraph, before the latter part of 1998. In view of
the substantial  uncertainty  remaining in this litigation,  no income from this
verdict  has  been  recorded  in  the  Company's   financial   statements.   See
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations  --- Results of Operations for the Three Months and Nine Months Ended
September  30, 1997 and 1996  --Selling  and  Administrative  Expenses" and "---
Royalty  Income," above.  The June 1997 decision relates only to infringement of
one of the  Company's  patents  which is used in  picture-in-picture  television
sets. Ampex has asserted  additional  claims against  Mitsubishi with respect to
infringement of Ampex patents in connection  with various VCR products.  No date
has been set for a trial of these claims.

         The Company's  facilities  are subject to numerous  federal,  state and
local laws and  regulations  designed  to  protect  the  environment  from waste
emissions and hazardous  substances.  The Company is also subject to the federal
Occupational Safety and Health Act and other laws and regulations  affecting the
safety and health of employees in its facilities.  Management  believes that the
Company is generally in compliance in all material  respects with all applicable
environmental and occupational safety laws and regulations or has plans to bring
operations  into  compliance.   Management  does  not  anticipate  that  capital
expenditures for pollution control equipment for fiscal 1997 will be material.

         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,
including  liability for investigative and cleanup costs and damages arising out
of past  disposal  activities.  The  Company  has been  named  as a  potentially
responsible  party by the United  States  Environmental  Protection  Agency with
respect to four  contaminated  sites that have been  designated  as  "Superfund"
sites on the  National  Priorities  List under the  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act of 1980.  The Company is engaged in
various environmental investigation, remediation and/or monitoring activities at
several sites located off Company  facilities,  including the removal of solvent
contamination from subsurface aquifers at a site in Sunnyvale,  California,  and
surface cleanup and contamination assessment at a third party treatment, storage
and disposal  facility in Jamestown,  North Carolina.  Some of these  activities
involve the participation of state and local



                                       14

<PAGE>


government  agencies.  Five sites involved with these activities  (including the
four Superfund sites) are associated with the operations of the Company's former
magnetic tape subsidiaries  (collectively,  "Media").  Although the Company sold
Media in November 1995, the Company may have  continuing  liability with respect
to environmental contamination at certain of these sites.

         Because  of  the  inherent   uncertainty  as  to  various   aspects  of
environmental  matters,  including the extent of environmental  damage, the most
desirable remediation  techniques and the time period during which cleanup costs
may be incurred,  it is not possible for the Company to estimate with any degree
of certainty the ultimate  costs that it may incur with respect to the currently
pending environmental matters referred to above. Nevertheless,  at September 30,
1997,  the Company had an accrued  liability of $2.1  million for  environmental
liabilities.  Based on facts currently known to management,  management believes
it is only remotely  likely that the liability of the Company in connection with
such pending matters, either individually or in the aggregate,  will be material
to the  Company's  financial  condition or results of  operations or material to
investors,  or that the Company's  liability will materially  exceed the amounts
already accrued.

         While the Company  believes that it is generally in compliance with all
applicable  environmental laws and regulations or has a plan to bring operations
into compliance,  it is possible that the Company will be named as a potentially
responsible  party in the future with respect to  additional  Superfund or other
sites.  Furthermore,  because  the  Company  conducts  its  business  in foreign
countries as well as in the U.S.,  it is not possible to predict the effect that
future  domestic or foreign  regulation  could have on the  Company's  business,
operating results or cash flow.


Item 2.        Changes in Securities

         Not applicable.


Item 3.        Defaults Upon Senior Securities

         Not applicable.


Item 4.        Submission of Matters to a Vote of Security Holders

         Not applicable.

Item 5.        Other Information

         Not applicable.


Item 6(a).     Exhibits

         The Exhibits to this Quarterly Report on Form 10-Q are listed in the
Exhibit Index which appears elsewhere herein and is incorporated herein by
reference.


Item 6(b).     Reports on Form 8-K

         The Company did not file any Current Reports on Form 8-K during its
fiscal quarter ended September 30, 1997.


                                       15


<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                      AMPEX CORPORATION


Date:  October 20, 1997               /s/ EDWARD J. BRAMSON
                                      ---------------------
                                      Edward J. Bramson
                                      Chairman and Chief Executive Officer



Date:  October 20, 1997               /s/ CRAIG L. McKIBBEN
                                      ---------------------
                                      Craig L. McKibben
                                      Vice President, Chief Financial 
                                        Officer and Treasurer




                                       16



<PAGE>



                                AMPEX CORPORATION

                         FORM 10-Q FOR THE QUARTER ENDED
                               SEPTEMBER 30, 1997

                                  EXHIBIT INDEX



Exhibit
Number   Description

10.1              Agreement  of Lease dated as of August 14, 1997  between  TRST
                  New York,  Inc.,  LAFP New York Inc. and The Alaska  Permanent
                  Fund  (as  tenants  in  common),   as   Landlord,   and  Ampex
                  Corporation, as Tenant.




11.1              Statement re Computation of Per Share Earnings.

27.1              Financial Data Schedule.











                                       17

