

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 9
                                       TO
                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934

                                Ampex Corporation
                                -----------------
                                (Name of Issuer)

                 Class A Common Stock, Par Value $.01 Per Share
                 ----------------------------------------------
                         (Title of Class of Securities)

                                    032092108
                                    ---------
                                 (CUSIP Number)

                                Craig L. McKibben
                               65 East 55th Street
                            New York, New York 10022
                                 (212) 759-6301
                                 --------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                 March 31, 1997
                                 --------------
                          (Date of Event which Requires
                            Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box:  [  ]



Check the following box if a fee is being paid with this Statement:  [  ]



C/M:  11115.0000 414618.5

<PAGE>



                                  SCHEDULE 13D
-----------------------------------     ---------------------------------------
CUSIP No. 03209218                       Page  2 of   21   Pages
          ---------                           --    ------
-----------------------------------     ---------------------------------------

-------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Edward J. Bramson
-------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
          (a)  [  ]      (b)  [  ]
          N/A
-------------------------------------------------------------------------------
3         SEC USE ONLY


-------------------------------------------------------------------------------
4         SOURCE OF FUNDS*

          PF/SC
-------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(d) or 2(e)

          [  ]
-------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          United Kingdom
-------------------------------------------------------------------------------
                             7         SOLE VOTING POWER
                                                5,507,955
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
                            ---------------------------------------------------
                             8         SHARED VOTING POWER
                                                219,656

                            ---------------------------------------------------
                             9         SOLE DISPOSITIVE POWER
                                                5,507,955

                            ---------------------------------------------------
                             10        SHARED DISPOSITIVE POWER
                                                2,407,480

-------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   8,135,091
-------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

          [  ]
-------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                   17.9%
-------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON*

          IN
-------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


C/M:  11115.0000 414618.5

<PAGE>



                                  SCHEDULE 13D
--------------------------------------   --------------------------------------
CUSIP No. 03209218                        Page 3  of   21   Pages
          ---------                            --    ------
--------------------------------------   --------------------------------------

-------------------------------------------------------------------------------
1         NAME OF REPORTING PERSON
          S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          SH Securities Co., LLC
          13-3912827
-------------------------------------------------------------------------------
2         CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
          (a)  [  ]      (b)  [  ]
          N/A
-------------------------------------------------------------------------------
          SEC USE ONLY


-------------------------------------------------------------------------------
4         SOURCE OF FUNDS*


-------------------------------------------------------------------------------
5         CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
           TO ITEMS 2(d) or 2(e)
          [  ]
-------------------------------------------------------------------------------
6         CITIZENSHIP OR PLACE OF ORGANIZATION

          New York
-------------------------------------------------------------------------------
                             7         SOLE VOTING POWER
                                                400,000
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
                            ---------------------------------------------------
                             8         SHARED VOTING POWER
                                                0

                            ---------------------------------------------------
                             9         SOLE DISPOSITIVE POWER
                                                400,000

                            ---------------------------------------------------
                             10        SHARED DISPOSITIVE POWER
                                                0

-------------------------------------------------------------------------------
11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   0
-------------------------------------------------------------------------------
12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

          [  ]
-------------------------------------------------------------------------------
13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                   0.9%
-------------------------------------------------------------------------------
14        TYPE OF REPORTING PERSON*

          OO
-------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.



C/M:  11115.0000 414618.5

<PAGE>



                                 AMENDMENT NO. 9
                                       TO
                                  SCHEDULE 13D



         This Amendment No. 9 is being filed to update, as of March 31, 1997,
certain of the information contained in Amendment No. 8 to the Statement on
Schedule 13D ("Amendment No. 8"), as filed by certain of the Filing Parties on
or about June 6, 1996 relating to the Class A Common Stock ("Class A Stock") of
Ampex Corporation (the "Company"). None of the transactions reported herein
involved the acquisition or disposition of an amount equal to one percent or
more of the Class A Stock of the Company. Information in Amendment No. 8 which
has not changed since the filing of that Amendment is not restated herein.
Capitalized terms used but not defined herein have the meanings ascribed to them
in Amendment No. 8.

Item 1.           Security and Issuer.

         No change.

Item 2.           Identity and Background.

         This Amendment No. 9 is being filed pursuant to Section 13d(1) of the
Securities Act of 1934, as amended (the "Exchange Act") and Rule 13d-2
thereunder by the Filing Parties named below, each of whom has a business
address at 65 East 55th Street, New York, NY 10022.

         1.       SH Securities Co. LLC, a New York limited liability
company ("SHS"), of which Mr. Bramson is the sole managing
member. SHS's principal business is the ownership of Class A
Stock of the Company.  SHS has no other executive officers or
directors.

         2.       Edward J. Bramson, Chairman of the Board of Directors,
President and Chief Executive Officer of the Company.

         Additional information regarding Mr. Bramson is contained in
Item 2 and Schedule 1 of Amendment No. 8 and is incorporated
herein by reference.

         None of the Filing Parties named herein has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).

         None of the Filing Parties named herein has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.


                                                          Page  4  of  21  Pages

C/M:  11115.0000 414618.5

<PAGE>



Item 3.           Source and Amount of Funds or Other Consideration.

         Since the date of filing of Amendment No. 8, the Filing Parties named
herein have entered into the following transactions in the Company's Class A
Stock, using the funds indicated below:

         (a) On or about October 23, 1996, Mr. Bramson acquired an aggregate of
400,000 shares of Class A Stock from the Company at a purchase price of $6.875
per share, which was the reported closing price for the Company's Class A Stock
on the American Stock Exchange on the date immediately preceding the date of
authorization of sale by the Company's Board of Directors. Mr. Bramson caused
SHS as his permitted designee to pay for and take title to the shares. The
purchase price for the shares was paid 20% in cash, using working capital funds
of SHS, and the balance by the issuance of an interest-bearing, secured
promissory note due October 15, 2001 in the principal amount of $2,200,000. The
funds utilized by SHS to pay the cash portion of the purchase price for the
shares were provided by Mr. Bramson and the other members of SHS, using personal
funds.

Item 4.           Purpose of the Transaction.

         (a) Mr. Bramson acquired the shares reported in Item 3(a) through SHS
as his permitted designee for the purpose of increasing his equity investment in
the Company. Mr. Bramson, as the sole Managing Member and executive officer of
SHS, has the exclusive power to exercise voting rights and make investment
decisions on behalf of SHS with respect to the shares held by SHS. As set forth
in Item 5(a)(ii), Mr. Bramson is deemed to hold beneficial ownership of
approximately 17.9% of the outstanding Class A Stock. Accordingly, Mr. Bramson
may be in a position to exercise a significant influence on the management and
affairs of the Company.

         (b) One or more of the Filing Parties, including Mr. Bramson, may from
time to time in the future acquire additional shares of Class A Stock, or
dispose of shares of Class A Stock owned by them, in open market or privately
negotiated transactions, depending upon market conditions or other factors.


Item 5.           Interest in Securities of the Issuer.

         (a)      As of the close of business on March 31, 1997:

                  (i) SHS owned 400,000 shares of Class A Stock of the Company,
representing approximately 0.9% of the outstanding shares of Class A Stock of
the Company.

                  (ii) Mr. Bramson owned directly 2,409,910 shares of Class A
Stock, and held vested options to acquire an aggregate of 2,500 shares of Class
A Stock under the Company's 1992 Stock Incentive Plan. Mr. Bramson is also
deemed beneficially to own all 400,000 shares of Class A Stock owned by SHS,
2,695,545 shares owned or controlled by certain other Filing Parties,

                                                          Page  5  of  21  Pages

C/M:  11115.0000 414618.5

<PAGE>



identified in Amendment No. 8, controlled by him and 219,656
shares as to which Mr. Bramson has been granted a voting proxy.
In addition, Mr. Bramson serves as co-administrator of the Ampex
Ampex Retirement Trust, which holds 2,407,480 Class A Stock, as
to which Mr. Bramson may be deemed to share investment power.
Accordingly, Mr. Bramson is deemed to be the beneficial owner of
an aggregate of 8,135,109, shares, representing approximately
17.9% of the outstanding Class A Stock of the Company.

                  (iii) The Filing Parties named herein and in Amendment No. 8,
collectively, may comprise a "group" within the meaning of Section 13(d)(3) of
the Securities Exchange Act of 1934, and as a group beneficially own all of the
shares owned by each of the Filing Parties, representing an aggregate of
8,432,026 shares, or approximately 18.5%, of the outstanding Class A Stock of
the Company.

         (b) Each of the Filing Parties is deemed to have sole voting and
investment power with respect to the shares of Class A Stock the acquisition of
which is reported in this Amendment. For information concerning ownership of
other shares of Class A Stock by the other Filing Parties, reference is made to
Amendment No. 8, which is hereby incorporated herein by reference. Except as
described in the preceding sentence or in Item 6 below, and except for the
affiliation of the Filing Parties with each other, there are no contracts,
agreements, arrangements or understandings providing for shared voting or
investment power with respect to the shares of Class A Stock of the Company
being reported hereby.

         (c) Except as disclosed in Item 3 hereof, none of the Filing Parties
named in this Amendment has effected any transactions in shares of Class A Stock
since the filing of the most recent amendment to this Statement on or about June
6, 1996.

         (d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Class A Stock beneficially owned by the Filing Parties.

         (e)      N/A.

         (f) The filing of this Statement shall not be construed as an admission
by any Filing Party that it is, for purposes of Section 13(d) or 13(g) of the
Securities Exchange Act of 1934 or for any other purpose, the beneficial owner
of any securities covered by this statement.


Item 6.           Contracts, Arrangements, Understandings or
                  Relationships with Respect to Securities of
                  the Issuer.

         The pledge agreement that secures the promissory note of SHS given in
partial payment of the purchase price of the shares of Class A Stock reported
herein contains customary provisions

                                                          Page  6  of  21  Pages

C/M:  11115.0000 414618.5

<PAGE>



giving the Company voting and other remedial rights with respect to the shares
in the event of default. In addition, in the event Mr. Bramson fails to continue
to serve as an officer or director of the Company for certain 24 and 36 month
periods specified in the stock purchase agreement, the Company has the option to
repurchase up to one-half the shares at cost plus interest accrued on the
above-mentioned promissory note.


Item 7.           Material Filed as Exhibits.

                  The Exhibits filed with this Amendment are listed in the
Exhibit Index which appears elsewhere herein and is incorporated herein by
reference.

                                                          Page  7  of  21  Pages

C/M:  11115.0000 414618.5

<PAGE>



         After reasonable inquiry and to the best of its knowledge, each of the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.

Dated:            April 8, 1997


                                                     /s/ Edward J. Bramson
                                                     ---------------------
                                                     Edward J. Bramson

                                                     SH SECURITIES CO., LLC


                                                     By:/s/ Edward J. Bramson
                                                        ---------------------
                                                        Edward J. Bramson
                                                        Managing Member


                                                          Page  8  of  21  Pages

C/M:  11115.0000 414618.5

<PAGE>



                                  EXHIBIT INDEX


         Exhibit A         -        Stock Purchase Agreement, dated October 22,
                                    1996

         Exhibit B         -        Promissory Note, dated October 23, 1996

         Exhibit C         -        Pledge Agreement, dated October 23, 1996

         Exhibit D         -        Joint Filing Agreement

                                                          Page  9  of  21  Pages

C/M:  11115.0000 414618.5

