



                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934



         Date of Report (Date of Earliest Event Reported) July 2, 1998


                                AMPEX CORPORATION
             (Exact Name of Registrant as Specified in its Charter)



                                    Delaware
                 (State or Other Jurisdiction of Incorporation)



     0-20292                                                        13-3667696
(Commission File Number)                             (I.R.S. Employer I.D. No.)


                  500 Broadway, Redwood City, California 94063
               (Address of Principal Executive Offices)(Zip Code)


                                 (415) 367-2011
              (Registrant's Telephone Number, Including Area Code)



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         ITEM 5.           OTHER EVENTS.

         Effective  as of July 2, 1998,  the Company  completed  its  previously
announced  redemption (the  "Redemption") of 69,970 outstanding shares of its 8%
Noncumulative  Preferred  Stock,  with an aggregate  liquidation  value of $70.0
million (the "Old  Preferred  Stock") in exchange for the following  securities:
(i) 3,000,000 shares of its Class A Common Stock, par value $0.01 per share (the
"Class A  Stock");  (ii)  10,000  shares  of a new  series  of 8%  Noncumulative
Convertible  Preferred  Stock,  par value $1.00,  with an aggregate  liquidation
value of $20.0 million (the  "Convertible  Preferred  Stock");  and (iii) 21,859
shares of a new series of 8% Noncumulative Redeemable Preferred Stock, par value
$1.00 per share,  with an  aggregate  liquidation  value of $43.7  million  (the
"Redeemable Preferred Stock").

     Each share of Convertible  Preferred  Stock and Redeemable  Preferred Stock
(together, the "New Preferred Stock") will entitle the holder thereof to receive
noncumulative  dividends  at  the  rate  of 8% per  annum,  if  declared  by the
Company's Board of Directors.  Each share of Convertible  Preferred Stock may be
converted,  at the  option of the  holder  thereof,  into 500  shares of Class A
Stock,  subject to  adjustment  under certain  circumstances.  Beginning in June
2001,  the Company  will become  obligated to redeem the  Convertible  Preferred
Stock in  quarterly  installments  until  March 2008.  The Company  will also be
obligated to redeem the  Redeemable  Preferred  Stock in quarterly  installments
from June 1999 until  December  2008. The Company will have the option to redeem
the Redeemable  Preferred Stock at any time and the Convertible  Preferred Stock
beginning  in June  2001,  and will have the  option to make both  optional  and
mandatory  redemption  payments  either in cash or in shares of Common Stock. In
the event that the Company does not have sufficient  funds legally  available to
make any mandatory  redemption  payment in cash, the Company will be required to
make such  redemption  payment by issuing shares of its Common Stock.  Shares of
Common Stock issued to make any optional or mandatory  redemption  payments will
be valued at the higher of $2.50 or fair market value per share of Common Stock.
The Company will also be required to offer to redeem the  outstanding  shares of
New Preferred  Stock for cash at  liquidation  value in the event of a Change of
Control (as defined) of the Company.

         The  issuance  of the  New  Preferred  Stock  in  connection  with  the
Redemption  was exempt from  registration  under the  Securities Act of 1933, as
amended  (the  "Securities  Act"),  pursuant  to  Sections  3(a)(9)  and/or 4(2)
thereof.  To the extent that any shares of the New Preferred Stock or the Common
Stock  issued or issuable  in  connection  therewith  may not be sold under Rule
144(k) of the Securities Act, the Company has agreed to register such securities
for resale  under the  Securities  Act.  The  3,000,000  shares of Class A Stock
issued in the Redemption  resulted in dilution of approximately 5.5% (on a fully
diluted basis) of the stockholders'  equity interests in the Company.  If all of
the 5,000,000 shares issuable upon conversion of the Convertible Preferred Stock
are also  issued,  the total  dilution to  stockholders  would be  approximately
14.7%.



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         ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (i)      Financial Statements.

                           Not applicable

                  (ii)     Exhibits


Exhibit
Number                       Description


3.1                          Certificate of Designations, Preferences and Rights
                             of the Registrant's 8% Noncumulative Convertible 
                             Preferred Stock and 8% Noncumulative Redeemable
                             Preferred Stock, as filed with the Secretary of 
                             State of Delaware on July 2, 1998.

4.1                           Exchange Agreement for 8% Noncumulative  Preferred
                              Stock, dated as of June 22, 1998, among the 
                              Registrant and the Holders named therein.






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                                   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
                                            (Registrant)



Date:  July 2, 1998                         By:  /s/ Edward J. Bramson
                                               -----------------------
                                               Name:     Edward J. Bramson
                                               Title:     Chairman
