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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q/A
                               AMENDMENT NO. 1

(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended FEBRUARY 28, 1995

                                       OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                 to

Commission file number: 0-1461

                             THE TODD-AO CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                             13-1679856
(State or other jurisdiction     (I.R.S. Employer Identification No.)
of incorporation)

172 GOLDEN GATE AVENUE, SAN FRANCISCO, CALIFORNIA     94102
     (Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code: (415) 928-3200

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
                Yes      X           No
                      -------             -------

The number of shares of common stock outstanding at April 11, 1995
was: 5,816,428 Class A Shares and 1,588,346 Class B Shares.




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ITEM 1.   FINANCIAL STATEMENTS

          During 1992 the Registrant effected a two for one stock split in
the form of a 100% stock dividend and doubled the number of issued and
authorized Class A and Class B shares shown in the Consolidated Balance
Sheets.  Although a stock split generally results in a proportionate increase
in the authorized capitalization, a stock dividend does not.  Accordingly,
the authorized capitalization has been overstated and the Shareholders'
Equity portion of the Consolidated Balance Sheets as at February 28, 1995
and August 31, 1994 is amended as follows:

          "Class A authorized 10,000,000 shares..." is substituted for
          "Class A authorized 20,000,000 shares..."; and

          "Class B authorized 2,000,000 shares..." is substituted for
          "Class B authorized 4,000,000 shares..."

          The foregoing amendment does not affect the number of issued shares
or any other item in the Financial Statements.  On April 5, 1996, the
Registrant filed an preliminary Information Statement with respect to the
adoption of a Restated Certificate of Incorporation, expected to be effective
during May, 1996, which includes an increase in the number of authorized
Class A and Class B Shares to 20,000,000 and 4,000,000 respectively, 
consistent with the original report.

                                    SIGNATURE

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.

                                           THE TODD-AO CORPORATION


  April 10, 1996                        /s/ Silas R. Cross
- ----------------------                     ----------------------------
         Date                                   Silas R. Cross
                                           Chief Accounting Officer