Ampex Corporation
                                  500 Broadway
                         Redwood City, California 94063




June 1, 1999

To Our Stockholders:

     I am writing to inform you that the 1999  Annual  Meeting of  Stockholders,
which  commenced on May 28, 1999, was adjourned by vote of stockholders to allow
additional  time for  stockholders  to return their proxies to the Company.  The
adjourned meeting will recommence at the offices of the Company at 500 Broadway,
Redwood  City,  California,  on Friday,  June 18,  1999,  at 9:00 a.m.,  for the
purposes  specified in the Notice of Meeting and Proxy Statement dated April 16,
1999 previously sent to  stockholders.  You are cordially  invited to attend the
adjourned meeting.

     I wish to advise you of one  correction to the Proxy  Statement  previously
sent to  stockholders.  Under the section  entitled "Voting Rights" it is stated
that  abstentions  and  broker  non-votes  will  have the same  effect as a vote
against  adoption of a Proposal.  This statement is correct only with respect to
Proposal 2 -  Amendment  to Restated  Certificate  of  Incorporation.  The other
Proposals will be adopted upon the affirmative vote of the holders of a majority
or  plurality  (as  indicated in the Proxy  Statement)  of the shares of Class A
Stock represented and voting at the meeting on the Proposal.

     At present,  the Corporation has received sufficient votes to adopt each of
the  Proposals on the  corrected  basis  described  in this letter.  If you have
already  voted and wish your  previous  vote to stand,  no action is required on
your  part.  However,  if you have not yet  voted you may do so by  signing  and
returning  your proxy card prior to the  adjourned  meeting on June 18, 1999. If
for any  reason  you have  already  voted  but want to  change  your vote on any
Proposal you may do so by contacting  our  solicitation  firm,  D.F. King & Co.,
Inc. at (800)  758-5880  and  requesting a new proxy card,  or by attending  the
adjourned  meeting and voting in person.  If your shares are held by your broker
or  banker,   please  contact  the  person  responsible  for  your  account  for
assistance.

         Thank you for your continued support.

                                       Sincerely,


                                       /s/ Edward J. Bramson
                                       Edward J. Bramson
                                       Chairman