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                                                              Exhibit (a)(2)

November 8, 1996


Mr. Christopher D. Jenkins 
390 South Grand Avenue
Pasadena, California 91105

Dear Mr. Jenkins:

This letter will constitute the Employment Agreement ("Agreement") between 
The Todd-AO Corporation, ("the Company"), and Christopher D. Jenkins, "you".

In consideration of the mutual covenants and agreements contained herein, and 
other good and valuable conditions, the Company and you agree as follows:
          
     1.   EMPLOYMENT AND SERVICES:  The Company hereby agrees to employ you as
          President and a rerecording sound mixer of Todd-AO Studios (a
          subsidiary of the Company), and as Senior Vice President of the
          Company, and you agree, commencing January 1, 1997 ("the commencement
          date"), to perform your exclusive and full-time services in those
          capacities for the Company upon the terms and conditions herein set
          forth.  In addition and/or alternatively, you shall perform such
          services as requested from time to time by the President of The Todd-
          AO Corporation which are attendant to the position of President and
          Rerecording Sound Mixer of Todd-AO Studios, and Senior Vice President
          of the Company.

     2.   TERM:  The term of this Agreement shall be for a period of four (4)
          years, commencing January 1, 1997 and terminating on December 31, 2000
          subject to Section 6. 

     3.   COMPENSATION:  As full compensation for all your services rendered
          under this Agreement, you will receive the applicable union rate (Y-1
          daily supervisor's rate) plus 300%.  For mixing services in excess of
          9 hours per day or 45 hours per week or on weekends, you will receive
          overtime premiums at the applicable Y-1 daily overtime rate plus 300%.
          The compensation shall be paid on the Company's regular paydays during
          the Term subject to the usual and required employee payroll deductions
          and withholding for federal, state and local taxes, social security
          and similar payments.
                    
          a.   ADDITIONAL COMPENSATION:  See Schedule A attached.

     4.   SPECIAL CONDITIONS: Special Conditions under this contract, which are 
          not specifically included herein, are covered in Schedule A attached,
          which Schedule shall be considered a part of this Agreement.


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Mr. Christopher D. Jenkins
Employment Agreement
November 8, 1996
Page Two


     5.   BENEFITS:  During the Term of this Agreement, you shall be entitled to
          such fringe benefits as are made available to all eligible employees
          including the following:

          a.   BUSINESS EXPENSES:  The Company shall reimburse you for your
               reasonable and necessary business expenses in accordance with its
               then prevailing policy (which shall include appropriate
               itemization and substantiation of expenses incurred).

          b.   VACATION:  Vacation time shall accrue and you shall be entitled
               to three (3) weeks paid vacation each year which can be taken at
               mutually agreed upon times.

          c.   GROUP INSURANCE & PENSION:  If eligible, you shall be entitled to
               participate in any prevailing Motion Picture Health & Welfare and
               Pension plans under the same terms and conditions as all eligible
               employees (except that solely for purposes of determining pension
               contributions your mixing compensation will be calculated on the
               basis of 56 hours per week, excluding vacation periods); and

          d.   OTHER BENEFITS:  If eligible, you shall be entitled to
               participate in any other fringe benefits which the Company may
               provide from time to time for all eligible employees.

     6.   TERMINATION:  The Company may terminate your services in the event of:

          a.   DEATH:  In the event of your death.

          b.   DISABILITY:  Your having suffered a disability, total or partial,
               mental or physical, by reason of which you have not performed
               your obligations hereunder for six (6) consecutive months or
               shorter periods aggregating more than six (6) months in any
               twelve (12) month period; or

          c.   FOR CAUSE:  (1) If you engage in a wilful act which constitutes a
               fraud or a felony, and which results in an injury to the Company
               or its reputation, (2) If you are convicted of or plead guilty to
               a felony, (3) Your breach of any of the terms or provisions of
               this Agreement, and/or (4) Your failure to perform your duties
               and obligations under this Agreement in a satisfactory manner and
               you have received prior notification that your performance is not
               satisfactory.

     7.   COMPENSATION UPON TERMINATION:  If your employment is terminated by
          the Company pursuant to Section 6 above, you shall be entitled to
          receive compensation through the date of such termination and shall
          receive any incurred but not reimbursed business expenses and accrued
          and unused vacation time as of the date of termination.


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Mr. Christopher D. Jenkins
Employment Agreement
November 8, 1996
Page Three


     8.   INTELLECTUAL PROPERTY:  For purposes of this Agreement, "Included
          Inventions" shall mean all patents, developments, designs, creations,
          improvements, original works of authorship, copyrights, formulas,
          processes, know how, techniques and/or inventions made or conceived or
          reduced to practice during the Term of this Agreement or reduced to
          practice within 12 months after termination of this Agreement, that
          relate in any way to computer graphics, visual effects, audio and
          visual production and post production, film, television, cable, CD
          ROM, multi-media, or any other business now or hereafter conducted by
          the Company or its affiliates.  Excluded from the foregoing
          definitions of "Included Inventions" are any inventions developed
          entirely on your own time without using the Company's equipment,
          supplies, facilities or Proprietary Information (as hereafter
          defined).

          a.   DISCLOSURE AND OWNERSHIP:  You agree to promptly disclose all
               "Included Inventions" to the Company.  All "Included Inventions"
               shall be the sole and exclusive property of the Company and you
               hereby assign to the Company all of your right, title and
               interest in such "Included Inventions".

          b.   FURTHER ASSURANCES:  You will assist the Company in applying for
               and obtaining patents, copyrights and/or other protection for the
               "Included Inventions" (during the Term of this Agreement and
               thereafter) provided that you will be reasonably compensated if
               the Company requests your assistance after termination of this
               Agreement.  You will sign such additional documents as the
               Company may request in order to confirm the Company's rights to
               "Included Inventions".  In the event the Company is unable to
               obtain your signature on any document needed to apply for, obtain
               or enforce any intellectual property rights relating to any
               "Included Inventions" for any reason whatsoever (including
               without limitation your refusal, unavailability or incapacity),
               you hereby irrevocably appoint Salah M. Hassanein or Silas R.
               Cross, or either of them acting alone, with full power of
               substitution, as your agent and attorney in fact to act for and
               on your behalf in connection with the execution and filing of any
               such document with the same legal force and effect as if such
               acts were performed by you.

     9.   BUSINESS CODE OF CONDUCT:  Attached hereto and made a part of this
          Agreement is the Company's Business Code of Conduct.  You confirm that
          you have read, understand and will comply with the terms of such and
          any reasonable amendments which you receive thereto.
     
     10.  PROPRIETARY INFORMATION:  In the course of your service to the Company
          you may have access to confidential specifications, know-how,
          strategic or technical data, programs, computer software, processes,
          business documents or information, marketing data, confidential
          customer lists and sources of supply and trade secrets all of which
          are


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Mr. Christopher D. Jenkins
Employment Agreement
November 8, 1996
Page Four


          confidential and may be proprietary.  For purposes of this Agreement,
          "Proprietary Information" shall include all items enumerated in the
          preceding sentence to which you have access, whether conceived or
          developed by third parties, by you alone and/or with others, during
          normal working hours or thereafter.  Proprietary Information shall not
          include information which is in the public domain unless as a
          consequence of unauthorized disclosure.

          a.   NONDISCLOSURE:  During the Term of your employment and for a
               period of three (3) years thereafter, you will not use
               Proprietary Information in a manner adverse to the Company's
               interests nor disclose Proprietary Information, directly or
               indirectly, to any person other than the Company or authorized
               employees thereof at the time of such disclosure, or as otherwise
               specifically instructed by the Company, and in each case only to
               the extent reasonably required.

          b.   AGREEMENTS WITH THIRD PARTIES:  You will individually observe the
               confidentiality provisions of any Nondisclosure or similar
               agreement entered into by the Company and known to you with
               respect to information received by the Company which may be
               proprietary to third parties.

          c.   RETURN OF INFORMATION:  Upon termination of your employment, you
               shall deliver to the Company all embodiments of Proprietary
               Information (including without limitation notes, letters,
               documents, computer files and other records) which are then in
               your possession or control and shall not retain any copies of
               summaries thereof.  

     11.  PROTECTIVE COVENANTS:  You acknowledge that you are a key employee
          whose specialized skills, abilities and contacts are important to the
          success of the Company, and agree that you will faithfully and
          strictly adhere to the following covenants:

          a.   NONSOLICITATION OF EMPLOYEES:  In the event you voluntarily
               terminate your employment during the Term, or your employment is
               terminated by the Company for cause, as that term is defined in
               Section 6, subsection c, of this Agreement, you covenant and
               agree that you shall not, within one (1) year after the date of
               such termination of employment, divert, solicit, recruit or hire,
               or attempt to divert, solicit, recruit or hire, directly or by
               assisting others, any other employee of the Company or any person
               who is an employee of the Company, whether or not such employee
               is a full-time employee or a temporary employee of the Company
               and regardless of whether such employment is pursuant to written 
               agreement, for a determined period, or at will.


<PAGE>


Mr. Christopher D. Jenkins
Employment Agreement
November 8, 1996
Page Five 


     12.  REMEDIES:  It is specifically understood and agreed that any breach of
          the provisions of Section 10 of this Agreement is likely to result in
          irreparable injury to the Company and that the remedy at law alone
          will be an inadequate remedy for such breach, and that in addition to
          any other remedy it may have, the Company shall be entitled to enforce
          the specific performance of this Agreement by you and seek both
          temporary and permanent injunctive relief (to the extent permitted by
          law) without the necessity of proving actual damages.

     13.  ARBITRATION.  Any controversy or claim arising out of or relating to
          this Agreement or breach hereof, other than matters pertaining to
          injunctive relief including, without limitation, temporary restraining
          orders, preliminary injunctions, and permanent injunctions, shall be
          settled in the following manner:

          a.   NONBINDING MEDIATION:  Upon written request of either party, a
               retired judge of the California Superior Court, Court of Appeals
               or Supreme Court shall be mutually agreed upon by the parties to
               engage in nonbinding mediation of the dispute.  In the event said
               nonbinding mediation does not result in a resolution of the
               dispute, the parties will proceed to final and binding
               arbitration as set forth in subsection b below.

          b.   BINDING ARBITRATION:  In the event the parties have been unable
               to resolve the dispute after nonbinding mediation, they shall
               select a retired judge of the California Superior Court, Court of
               Appeals or Supreme Court to decide the matter.  Any judgment
               issued by the arbitrator shall be final and binding.

               The parties hereby agree that the arbitrator shall not have
               jurisdiction to award other than monetary damages.  In the event
               the arbitration issue involves a dispute under Section 6
               Termination, the arbitrator's authority to award damages is
               limited to the provisions of Section 7 Compensation Upon
               Termination.
                    
               The parties wish to preserve all discovery rights and
               specifically incorporate the provisions of California Code of
               Civil Procedure, Sec. 1283.05 into this Agreement by reference.

               Each party shall bear its own costs and attorney's fees.  The
               arbitrator's fee shall be divided equally between the parties. 
               Such arbitration shall take place in Los Angeles, California
               unless otherwise agreed to, in writing, by the parties.


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Mr. Christopher D. Jenkins
Employment Agreement
November 8, 1996
Page Six


     14.  ATTORNEYS' FEES:  Except as provided in Section 13 (Arbitration), if a
          party to this Agreement (or any successor in interest to either party)
          based on the performance, breach or interpretation of this Agreement,
          each of the parties shall pay for their own respective costs and
          attorney's fees regardless of the outcome of any litigation or
          proceeding.

     15.  NOTICES:  All notices, requests, consents and other communications
          required or permitted to be given hereunder shall be written and shall
          be deemed to have been duly given if delivered personally or sent by
          prepaid telegram, or mailed first-class, postage prepaid as follows:

                    You                 Christopher D. Jenkins 
                                        390 S. Grand Avenue
                                        Pasadena, California 91105

                    The Company         The Todd-AO Corporation
                                        Attn:  Kate Reck
                                        900 N. Seward Street
                                        Los Angeles, California 90038

          or at such other addresses as either party may specify by written
          notice to the other.

     16.  GENERAL:

          a.   ENTIRE AGREEMENT AND MODIFICATION:  This Agreement sets forth the
               entire agreement and understanding of the parties hereto, and,
               effective on the commencement date hereof, supersedes all prior
               agreements, arrangements, and understandings.  No representation,
               promise or inducement has been made by either party that is not
               embodied in this Agreement.  This Agreement may only be modified
               by an agreement in writing executed by both parties hereto.

          b.   SUCCESSORS:  This Agreement shall be binding upon, and shall
               inure to the benefit of the successors and assigns of the
               Company.

          c.   GOVERNING LAW:  This Agreement shall be construed under and
               governed by the laws of the State of California.

          d.   SECTION HEADINGS:  The section headings contained herein are for
               reference purposes only and shall not in any way affect the 
               meaning or interpretation of this Agreement.


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Mr. Christopher D. Jenkins
Employment Agreement
November 8, 1996
Page Seven
          

          e.   SEVERABILITY:  In the event that any provisions, or portions
               thereof, of this Agreement are held to be unenforceable or
               invalid by any court of competent jurisdiction, the validity and
               enforceability of the remaining provisions or portions thereof
               shall not be affected thereby.

If this sets forth our agreement, please sign and return a copy of this letter

                                        Very truly yours,

                                        THE TODD-AO CORPORATION  



                                        By        /s/  Salah M. Hassanein       
                                          ------------------------------------
                                                       Salah M. Hassanein
                                                        President & CEO    





AGREED:



     /s/  Christopher D. Jenkins                       Date       2-15-97
   -------------------------------                         -------------------
          Christopher D. Jenkins

Attachment:    Schedule A
               Business Code of Conduct


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                                   SCHEDULE A

                               SPECIAL CONDITIONS

Section 3a of Employment Agreement dated November 8, 1996:

                             ADDITIONAL COMPENSATION

MANAGEMENT SERVICES:  For Management and administrative services, you will 
receive the sum of One Hundred Thousand Dollars ($100,000.00) per annum, 
which you may elect to receive in cash, weekly or biannually at your option, 
as deferred compensation or in Todd-AO Class A Common Stock, or in any 
combination of the foregoing as determined by you on or prior to January 1 of 
each year by written notice to the Company.  In the event no notice is given, 
you will be deemed to have elected to receive cash.

AUTOMOBILE ALLOWANCE:  You will receive an annual Automobile Allowance of 
Five Thousand Dollars, ($5,000.00), payable weekly on the Company's regular 
paydays during the Term subject to the usual and required employee payroll 
deductions and withholding for federal, state and local taxes, social 
security and  similar payments.








AGREED:                                                     Date    2-15-97
                                                                --------------


By:  /s/  Christopher D. Jenkins           By:  /s/  Salah M. Hassanein
   --------------------------------           ----------------------------
          Christopher D. Jenkins                     Salah M. Hassanein
                                                      President & CEO