Schedule 13G - Ampex Corp.


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

AMPEX CORPORATION

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(Name of Issuer)

Class A Common Stock, par value $0.01 per share

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(Title of Class of Securities)

032092-30-6

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(CUSIP Number)

April 1, 2008

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule

13G is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's

initial filing on this form with respect to the subject class of securities, and

for any subsequent amendment containing information which would alter the

disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed

to be "filed" for the purpose of Section 18 of the Securities Exchange Act of

1934 ("Act") or otherwise subject to the liabilities of that section of the Act

but shall be subject to all other provisions of the Act (however, see the

Notes).

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CUSIP No. 032092-30-6

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(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons

(entities only):

Jonathan Gallen

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(2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a) (b)

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(3) SEC Use Only

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(4) Citizenship or Place of Organization: United States

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Number of Shares Beneficially Owned

by Each Reporting Person With (5) Sole Voting Power: 250,000*

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(6) Shared Voting Power: 0

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(7) Sole Dispositive Power: 250,000*

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(8) Shared Dispositive Power: 0

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(9) Aggregate Amount Beneficially Owned by Each Reporting Person: 250,000*

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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See

Instructions): N/A

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(11) Percent of Class Represented by Amount in Row (9): 6.4%*

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(12) Type of Reporting Person (See Instructions): IA, IN

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* As of April 1, 2008, Ahab Partners, L.P. ("Partners") and Ahab International,

Ltd. ("International") held in the aggregate 250,000 shares of Class A common

stock, $0.01 par value per share (the "Shares"), of Ampex Corporation (the

"Company"). Jonathan Gallen possesses sole power to vote and direct the

disposition of all securities of the Company held by Partners and International.

Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of

1934, as amended, Mr. Gallen is deemed to beneficially own 250,000 Shares, or

6.4% of the Shares deemed issued and outstanding as of April 1, 2008.

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Item 1(a). Name Of Issuer: Ampex Corporation

Item 1(b). Address of Issuer's Principal Executive Offices:

1228 Douglas Avenue, Redwood City, California 94063-3117

Item 2(a). Name of Person Filing: Jonathan Gallen*

Item 2(b). Address of Principal Business Office or, if None, Residence:

299 Park Avenue, 17th Floor, New York, New York 10171

Item 2(c). Citizenship: United States

Item 2(d). Title of Class of Securities: Class A Common Stock, $0.01 par value

per share

Item 2(e). CUSIP No.: 032092-30-6

Item 3. If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or

240.13d-2(b) or (c), check whether the Person Filing is a:

Not applicable.

Item 4. Ownership

(a) Amount Beneficially Owned (as of April 1, 2008): 250,000*

(b) Percent of Class (as of April 1, 2008): 6.4%*

(c) Number of Shares as to which the person has:

(i) sole power to vote or to direct the vote 250,000*

(ii) shared power to vote or to direct the vote 0

(iii) sole power to dispose or to direct the

disposition of 250,000*

(iv) shared power to dispose or to direct the

disposition of 0

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* As of April 1, 2008, Ahab Partners, L.P. ("Partners") and Ahab International,

Ltd. ("International") held in the aggregate 250,000 shares of Class A common

stock, $0.01 par value per share (the "Shares"), of Ampex Corporation (the

"Company"). Jonathan Gallen possesses sole power to vote and direct the

disposition of all securities of the Company held by Partners and International.

Accordingly, for the purposes of Rule 13d-3 under the Securities Exchange Act of

1934, as amended, Mr. Gallen is deemed to beneficially own 250,000 Shares, or

6.4% of the Shares deemed issued and outstanding as of April 1, 2008.

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Item 5. Ownership of Five Percent or Less of a Class

Not Applicable.

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired

the Security Being Reported on by the Parent Holding Company or Control

Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and

belief, the securities referred to above were not acquired and are not held for

the purpose of or with the effect of changing or influencing the control of the

issuer of the securities and were not acquired and are not held in connection

with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I

certify that the information set forth in this statement is true, complete and

correct.

April 10, 2008

/s/ Jonathan Gallen

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Jonathan Gallen, in his capacity as the

investment manager for Ahab Partners,

L.P., Ahab International, Ltd., Queequeg

Partners, L.P., Queequeg, Ltd. and the

Accounts

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)