EXHIBIT 4.2

                               FIRST AMENDMENT TO
                               ------------------
                       DEED OF TRUST, SECURITY AGREEMENT,
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                             FINANCING STATEMENT AND
                             -----------------------
                        ASSIGNMENT OF RENTS AND REVENUES
                        --------------------------------

     THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT, FINANCING
STATEMENT, AND ASSIGNMENT OF RENTS AND REVENUES (this "Amendment") is entered
into as of the 30th day of May, 2001, by and among Ampex Data Systems
Corporation, a Delaware corporation, whose legal address is 500 Broadway,
Redwood City, California 94063-3199, together with any future owner of the
Property or any part thereof or interest therein (the "Grantor") and DDJ Capital
Management, LLC, as Holders' Agent under the Note Purchase Agreement (defined
below) for the Holders defined therein, together with any future holder of the
Notes (defined below) (the "Beneficiary"). Capital terms used herein without
definition shall have the meanings given to them in the Deed of Trust (defined
below).

     WHEREAS, the Grantor, Ampex Corporation, as guarantor (the "Guarantor"),
the Holders, and Beneficiary, as agent for the Holders, are parties to that
certain Note Purchase Agreement dated as of November 6, 2000 (the "Original Note
Purchase Agreement"), pursuant to which Grantor issued its Senior Discount Notes
in the aggregate principal amount of $8,919,555.56 (the "Original Senior
Discount Notes");

     WHEREAS, pursuant to that certain Deed of Trust, Security Agreement,
Financing Statement and Assignment of Rents and Revenues dated as of November 6,
2000 from Grantor to The Public Trustee of El Paso County, Colorado (the
"Trustee") for the benefit of the Beneficiary, and recorded with the El Paso
County, Colorado recorders office on November 8, 2000 at reception number
200135916 (the "Original Deed of Trust");

     WHEREAS, the Grantor, the Guarantor, the Holders and the Beneficiary are
parties to that certain Amendment to Note Purchase Agreement and Senior Discount
Notes, of even date herewith (the "Note Purchase Amendment"), pursuant to which
the Original Note Purchase Agreement (as amended by the Note Purchase Amendment,
the "Note Purchase Agreement") and the Original Senior Discount Notes (as
amended by the Note Purchase Agreement, the "Senior Discount Notes") have been
amended to extend the stated maturity date of the Senior Discount Notes; and

     WHEREAS, the Grantor and Beneficiary wish to amend the Original Deed of
Trust in accordance with the terms and provisions set forth herein (the Original
Deed of Trust as amended by this Amendment, the "Deed of Trust").

     NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor and the Beneficiary do
hereby agree as follows:




          1. Section 1.4 of the Deed of Trust is hereby deleted in its entirety
and the following substituted therefor:

          1.4 Notes: Collectively, the Grantor's Senior Discount Notes (as
defined in the Note Purchase Agreement) in the maximum principal amount of
$8,919,555.56 and more particularly described therein and in the Note Purchase
Agreement, as amended by the Note Purchase Amendment, together with all
renewals, extensions, and modifications of the Notes, issued by Grantor in
accordance with the terms and conditions of the Note Purchase Agreement, and any
note delivered in substitution or exchange for any such note. All terms and
provisions of the Notes are incorporated by this reference in this Deed of
Trust.

          2. Section 1.5 of the Deed of Trust is hereby deleted in its entirety
and the following substituted therefor:

          1.5 Note Purchase Agreement: The Note Purchase Agreement dated as of
November 6, 2000, by and among Grantor, Ampex Corporation, a Delaware
corporation, as guarantor thereunder (the "Guarantor"), the purchasers listed on
the signature pages thereto (collectively, the "Holders"), and Beneficiary, as
agent for the Holders, as amended by the Note Purchase Amendment dated as of May
30, 2001, together with all renewals, extensions, and modifications of the Note
Purchase Agreement; pursuant to which Grantor has issued the Notes made payable
to the Holders and Guarantor, as owner of all of the issued and outstanding
capital stock of the Grantor, has guaranteed the obligations of the Grantor
under the Notes and the Note Purchase Agreement.

          3. As amended hereby, the Deed of Trust is ratified and confirmed and
shall remain in full force and effect.

          4. This Amendment may be executed in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such counterparts
shall constitute but one and the same Amendment.

          5. The Grantor's Federal Tax Identification Number is 94-3112575.



                  Signed and delivered as of the date first mentioned above.

                              GRANTOR:       AMPEX DATA SYSTEMS CORPORATION

                                             By: /s/ Craig L. McKibben
                                               ---------------------------------
                                               Name: Craig L. McKibben
                                               Title: Vice President


                              BENEFICIARY:   DDJ CAPITAL MANAGEMENT LLC

                                             By: /s/ David J. Breazzano
                                               ---------------------------------
                                               Name: David J. Breazzano
                                               Title: Member