<PAGE>
                                   FORM 10-K/A

                               (Amendment No. 2)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

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

                    For the fiscal year ended July 31, 1996.

                                       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 1-13580

                        ALLIED DIGITAL TECHNOLOGIES CORP.
             (Exact name of registrant as specified in its charter)

                Delaware                              38-3191597
     (State or other jurisdiction of                (IRS Employer
     incorporation or organization)               Identification No.)

  15 Gilpin Avenue, Hauppauge, New York                 11788
(Address of principal executive offices)              (Zip Code)

        Registrant's telephone number, including area code (516) 234-0200

           Securities registered pursuant to Section 12(b) of the Act:

                                                           Name of exchange
       Title of each class                                on which registered
       -------------------                                -------------------
Common Stock                                            American Stock Exchange
Class A Redeemable Common Stock Purchase Warrants       American Stock Exchange
Class B Redeemable Common Stock Purchase Warrants       American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

     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|_|

<PAGE>
                       ALLIED DIGITAL TECHNOLOGIES CORP.
                           ANNUAL REPORT ON FORM 10-K
                                 EXHIBIT INDEX

Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

(2)(a) Amended and Restated Reorganization Agreement, dated as of
October 31, 1994, among Allied Digital Technologies Corp., Allied Film
Laboratory, Inc., EOS Acquisition Corp., Aurora Acquisition Corp., HMG
Digital Technologies Corp., HRM Holdings Corp., and Hauppauge Record
Manufacturing Ltd. (herein incorporated by reference to Exhibit
(2)/(10)(a) filed as part of registrant's Registration Statement on
Form S-4, File No. 33-86530).

(2)(b) Amended and Restated Agreement and Plan of Merger, dated as of
October 31, 1994, among Allied Digital Technologies Corp., Allied Film
Laboratory, Inc., and Aurora Acquisition Corp. (herein incorporated by
reference to Annex B (pages B-1 through B-10) to the Proxy Statement
and Prospectus that formed a part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

(2)(c) Amended and Restated Agreement of Merger, dated as of October
31, 1994, among Allied Digital Technologies Corp., EOS Acquisition
Corp., and HMG Digital Technologies Corp. (herein incorporated by
reference to Annex C (pages C-1 through C-9) to the Proxy Statement
and Prospectus that formed a part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

(3)(i) Certificate of Incorporation of Allied Digital Technologies
Corp. and all amendments thereto (herein incorporated by reference to
Exhibit (3)(a)/(4)(a) filed as part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

(3)(ii)(a) Amended and Restated By-laws of Allied Digital Technologies
Corp. (herein incorporated by reference to Exhibit (3)(b)/(4)(b) filed
as part of registrant's Registration Statement on Form S-4, File No.
33-86530).

(3)(ii)(b) First Amendment to Allied Digital Technologies Corp.
Amended and Restated Bylaws (herein incorporated by reference to
Exhibit 3 to registrant's Form 10-Q for the quarterly period ended
January 31, 1995).

(4)(a) Specimen certificate for Allied Digital Technologies Corp.
Common Stock (herein incorporated by reference to Exhibit (4)(f) filed
as part of registrant's Registration Statement on Form S-4, File No.
33-86530).

(4)(b) Form of specimen note for HMG 12% Series A Note (herein
incorporated by reference to Exhibit (4)(g)/(10)(b) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

(4)(c) Amendment No. 1 to the HMG 12% Series A Note (herein
incorporated by reference to Exhibit 4(i)(b) to HMG Digital
Technologies Corp. Annual Report on Form 10-K for the year ended July
31, 1995, Commission File No. 0-20014).

(4)(d) Form of specimen note for HMG 11% Series B Subordinated Note
(herein incorporated by reference to Exhibit (4)(h)/(10)(c) filed as
part of registrant's Registration Statement on Form S-4, File No.
33-86530). (4)(e) Warrant Agreement, dated as of July 29, 1992,
between HMG Digital Technologies Corp. and RAS Securities Corp.
(herein incorporated by reference to Exhibit 4.4 of HMG Digital
Technologies Corp.'s Registration Statement on Form S-1, File No.
33-44942).

(4)(f) Warrant Agreement, dated as of July 29, 1992, between HMG
Digital Technologies Corp. and American Stock Transfer & Trust Company
(herein incorporated by reference to Exhibit 4.5 of HMG Digital
Technologies Corp.'s Registration Statement on Form S-1, File No.
33-44942).

(4)(g) Form of Supplemental Warrant Agreement among Allied Digital
Technologies Corp., HMG Digital Technologies Corp. and RAS Securities
Corp. (herein incorporated by reference to Exhibit (4)(m) filed as
part of registrant's Registration Statement on Form S-4, File No.
33-86530).

                                  (i)
<PAGE>
Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

(4)(h) Form of Supplemental Warrant Agreement among Allied Digital
Technologies Corp., HMG Digital Technologies Corp. and American Stock
Transfer & Trust Company (herein incorporated by reference to Exhibit
(4)(n) filed as part of registrant's Registration Statement on Form
S-4, File No. 33-86530).

(4)(i) Form of Class C Warrant Agreement between Allied Digital
Technologies Corp. and American Stock Transfer & Trust Company (herein
incorporated by reference to Exhibit (4)(o)(i) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

          (ii) Form of Class C Warrant Certificate (herein
incorporated by reference to Exhibit (4)(o)(ii) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

(10)(a) Agreements with American National Bank and Trust Company of
Chicago ("ANB"):

          (i) Amended and Restated Loan and Security Agreement, dated
as of October 30, 1996, between Hauppauge Record Manufacturing Ltd.
and ANB.

          (ii) Amended and Restated Revolving Loan Note, dated October
30, 1996, made by Hauppauge Record Manufacturing Ltd. to the order of
ANB in the principal amount of $22,000,000.

          (iii) Amended and Restated Term Note, dated October 30,
1996, made by Hauppauge Record Manufacturing Ltd. and payable to
Lender in the aggregate principal amount of $25,410,168.93.

          (iv) Additional Term Note, dated October 30, 1996, made by
Hauppauge Record Manufacturing Ltd. and payable to ANB in the
aggregate principal amount of $1,500,000.

          (v) Amended and Restated Guaranty Agreement, dated as of
October 30, 1996, made by HRM Holdings Corp. in favor of ANB.

          (vi) Amended and Restated Guaranty Agreement dated October
30, 1996, made by Hauppauge Record Manufacturing Ltd. in favor of ANB.

          (vii) Amended and Restated Subordination Agreement, dated as
of October 30, 1996, between HRM Holdings Corp. and ANB.

          (viii) Fee Letter, dated October 30, 1996, between Hauppauge
Record Manufacturing Ltd. and ANB.

          (ix) Collateral Patent, Trademark, Copyright and License
Agreement, dated October 30, 1996, made by Hauppauge Record
Manufacturing Ltd. in favor of ANB.

          (x) Security Agreement, dated as of October 30, 1996, made
by Allied Digital Technologies Corp., HMG Digital Technologies Corp.
and HRM Holdings Corp. in favor of ANB.

          (xi) Amended and Restated Guaranty Agreement, dated as of
October 30, 1996, made by Allied Digital Technologies Corp. in favor
of ANB.

(10)(b)(i) Amended and Restated Promissory Note, dated October 30,
1996, made by Hauppauge Record Manufacturing Ltd. in favor of William
H. Smith, Trustee, in the principal amount of $4,000,000.

                                 (ii)
<PAGE>
Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

(10)(b)(ii) Amended and Restated Promissory Note dated October 30,
1996, made by Hauppauge Record Manufacturing Ltd. in favor of William
H. Smith, in the principal amount of $2,000,000.

(10)(c) Global Indemnification Agreement dated June 17, 1994, among
Allied Film Laboratory, Inc. and Greenfield Land Company and William
H. Smith, individually, d/b/a William H. Smith Realty and William H.
Smith, as Trustee, under the William H. Smith Trust Agreement dated
November 13, 1978 (herein incorporated by reference to Exhibit (99)(j)
filed as part of registrant's Registration Statement on Form S-4, File
No. 33-86530).

(10)(d) Non-Negotiable Promissory Note, dated December 29, 1992, made
by Allied Film Laboratory, Inc. to VTC, Inc. (herein incorporated by
reference to Exhibit (99)(o) filed as part of registrant's
Registration Statement on Form S-4, File No. 33-86530).

(10)(e) Asset Purchase Agreement, dated December 29, 1992, between
Allied Film Laboratory, Inc. and VTC, Inc. (herein incorporated by
reference to Exhibit (99)(p) filed as part of registrant's
Registration Statement on Form S-4, File No. 33-86530).

(10)(f)* (i) VHS Cassette License Agreement for Duplicators (USA),
dated July 1, 1991, between Victor Company of Japan, Limited and
Allied Digital Technologies Corp. (and executed by the parties on
November 9, 1995 and October 11, 1995, respectively).

          *(ii) Addendum, dated January 1, 1995, between Allied Digital
Technologies Corp. and Victor Company of Japan, Limited.

          *(iii) License Extension Addendum, dated July 1, 1996,
between Allied Digital Technologies Corp. and Victor Company of Japan,
Limited.

(10)(g) Licensed Duplicator Agreement for the United States and
Canada, dated June 1, 1993, between Macrovision Corporation and Allied
Film & Video (herein incorporated by reference to Exhibit (99)(jj)
filed as part of registrant's Registration Statement on Form S-4, File
No. 33-86530).

(10)(h)* CD Disc License Agreement, dated January 1, 1996, between
Hauppauge Record Manufacturing Ltd. and U.S. Phillips Corporation.

(10)(i)* Patent License Agreement for Disc Products, dated June 1,
1995, between Hauppauge Record Manufacturing Ltd. and Discovision
Associates.

(10)(j) (i) Lease Agreement, dated August 9, 1983, between Dallas
Communications Complex and Allied Film Laboratory, Inc. (for
warehouse, office and manufacturing facilities located in Irving,
Texas) (herein incorporated by reference to Exhibit (99)(u)(i) filed
as part of registrant's Registration Statement on Form S-4, File No.
33-86530).

               (i)(a) Supplemental Lease Agreement, dated December 8,
1989, between Dallas Communications Complex and Allied Film
Laboratory, Inc. (amending Lease Agreement, dated August 9, 1983,
between Dallas Communications Complex and Allied Film Laboratory,
Inc.) (herein incorporated by reference to Exhibit (99)(u)(i)(a) filed
as part of registrant's Registration Statement on Form S-4, File No.
33-86530).

          (ii) Lease Agreement, dated September 7, 1989, between
Dallas Communications Complex and Allied Film Laboratory, Inc. (for
manufacturing and office facilities located in Irving, Texas) (herein
incorporated by reference to Exhibit (99)(u)(ii) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

          (iii) Lease Agreement, dated March 8, 1993, between Dallas
Communications Complex and Allied Film Laboratory, Inc. (for warehouse
facilities located in Irving, Texas) (herein incorporated by reference
to Exhibit (99)(u)(iii) filed as part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

                                 (iii)
<PAGE>
Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

(10)(k) (i) Lease Agreement, dated December 1, 1986, between
Greenfield Land Company and Allied Film Laboratory, Inc. (for
warehouse, office, manufacturing facilities located in Detroit,
Michigan) (herein incorporated by reference to Exhibit (99)(v)(i)
filed as part of registrant's Registration Statement on Form S-4, File
No. 33-86530).

          (i)(a) Amendment, dated July 1, 1994, to Lease Agreement
dated December 1, 1986, between Greenfield Land Company and Allied
Film Laboratory, Inc. (for warehouse, office, manufacturing facilities
located in Detroit, Michigan) (herein incorporated by reference to
Exhibit (99)(v)(i)(a) filed as part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

          (ii) Lease Agreement, dated January 2, 1987, between
Greenfield Land Company and Allied Film Laboratory, Inc. (for parking
area facilities located in Detroit, Michigan) (herein incorporated by
reference to Exhibit (99)(v)(ii) filed as part of registrant's
Registration Statement on Form S-4, File No. 33-86530).

          (iii) Lease Agreement, dated January 2, 1987, between
American National Bank and Trust Company of Chicago, as Trustee, under
Trust Agreement dated February 13, 1986, for the benefit of Greenfield
Land Company and Allied Film Laboratory, Inc. (for manufacturing,
office and warehouse facilities located in Chicago, Illinois) (herein
incorporated by reference to Exhibit (99)(v)(iii) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

          (iv) Lease Agreement, dated November 1, 1986, between
American National Bank and Trust Company of Chicago, as Trustee, under
Trust Agreement dated February 13, 1986, for the benefit of Greenfield
Land Company and Allied Film Laboratory, Inc. (for manufacturing,
office and warehouse facilities located in Chicago, Illinois) (herein
incorporated by reference to Exhibit (99)(v)(iv) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

          (v) Lease Agreement, dated November 1, 1986, between
American National Bank and Trust Company of Chicago, as Trustee, under
Trust Agreement dated February 13, 1986, for the benefit of Greenfield
Land Company and Allied Film Laboratory, Inc. (for manufacturing,
office and warehouse facilities located in Chicago, Illinois) (herein
incorporated by reference to Exhibit (99)(v)(v) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

          (vi) Lease Agreement, dated November 1, 1986, between
American National Bank and Trust Company of Chicago, as Trustee, under
Trust Agreement dated February 13, 1986, for the benefit of Greenfield
Land Company and Allied Film Laboratory, Inc. (for manufacturing,
office and warehouse facilities located in Chicago, Illinois) (herein
incorporated by reference to Exhibit (99)(v)(vi) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

          (vii) Lease Agreement, dated March 1, 1989, between
Greenfield Land Company and Allied Film Laboratory, Inc. (for
manufacturing, office and warehouse facilities located in Orlando,
Florida) (herein incorporated by reference to Exhibit (99)(v)(vii)
filed as part of registrant's Registration Statement on Form S-4, File
No. 33-86530).

          (viii) Lease Agreement, dated January 1, 1995, between
Greenfield Land Company and Allied Film Laboratory, Inc. (for
manufacturing, office and warehouse facilities located in Clinton,
Tennessee).

(10)(1) Form of Lease Agreement, dated March 1, 1993, between
Zellerbach Family Fund and Allied Film Laboratory, Inc. (for office
and warehouse facilities located in San Francisco, California) (herein
incorporated by reference to Exhibit (99)(w) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

(10)(m) (i) Sublease Agreement, dated June 1, 1984, between William H.
Smith Living Trust Agreement dated November 13, 1978, William H.
Smith, Trustee, and Allied Film Laboratory, Inc. (for manufacturing,
office and warehouse facilities located in San Francisco, California)
(herein incorporated by reference to Exhibit (99)(x)(i) filed as part
of registrant's Registration Statement on Form S-4, File No.
33-86530).

                                 (iv)

<PAGE>
Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

          (ii) Sublease Agreement, dated June 1, 1984, between William
H. Smith, Trustee, William H. Smith Living Trust dated November 13,
1978, and Leo Diner, Inc. (Leo Diner, Inc. merged with Allied Film
Laboratory, Inc. January 1, 1992) (for manufacturing, office and
warehouse facilities located in San Francisco, California) (herein
incorporated by reference to Exhibit (99)(x)(ii) filed as part of
registrant's Registration Statement on Form S-4, File No. 33-86530).

(10)(n) Lease Agreement, dated November 29, 1994, between The
Prudential Insurance Company of America and Allied Film Laboratory,
Inc.

(10)(o) (i) Lease Agreement, dated April 10, 1989 (assigned to Allied
Film Laboratory, Inc. 1/12/93), between Elk Grove Village Industrial
Park Ltd. and VCA Teletronics, Inc. (for warehouse facilities located
in Elk Grove Village, Illinois) (herein incorporated by reference to
Exhibit (99)(aa)(i) filed as part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

          (ii) Assignment and Assumption of Lease Agreement, dated
January 12, 1993, between VCA/Teletronics, Inc. and Allied Film
Laboratory, Inc. (for warehouse facilities located in Elk Grove
Village, Illinois) (herein incorporated by reference to Exhibit
(99)(aa)(ii) filed as part of registrant's Registration Statement on
Form S-4, File No. 33-86530).

(10)(p) Lease Agreement, dated July 1, 1994, between Security Trust
Company, N.A. and Allied Film Laboratory, Inc. (for manufacturing and
office facilities located in Landover, Maryland) (herein incorporated
by reference to Exhibit (99)(bb) filed as part of registrant's
Registration Statement on Form S-4, File No. 33-86530).

(10)(q) Form of Lease Agreement, dated June 18, 1993, between
HomeCrest Corporation and Allied Film Laboratory, Inc. (for warehouse
facilities located in Clinton, Tennessee) (herein incorporated by
reference to Exhibit (99)(dd) filed as part of registrant's
Registration Statement on Form S-4, File No. 33-86530).

(10)(r) (i) Agreement of Lease, dated December 15, 1994, between HMG
Digital Technologies Corp. and Keelson Associates (herein incorporated
by reference to an Exhibit filed as part of HMG Digital Technologies
Corp. Quarterly Report on Form 10-Q for the period ended April 30,
1995, Commission File No. 0-20014).

          (ii) Indenture of Lease, dated February 1, 1987, between Lee
Halpern and Larry Halpern and HMG (herein incorporated by reference to
an Exhibit filed as part of Registration Statement of HMG Digital
Technologies Corp. on Form S-4, File No. 33-66486).

(10)(s)* Lease Agreement, dated September 16, 1996, between Allied
Digital Technologies Corp. and Shivom Enterprises LLC (for office
facilities in Hauppauge, New York).

(10)(t) Allied Film Laboratory, Inc. Employees' Profit Sharing Plan.
National Bank of Detroit -- Trustee under the Allied Film Laboratory,
Inc. Amended Profit Sharing Retirement Trust Agreement between Allied
Film Laboratory, Inc. and National Bank of Detroit, dated February 24,
1994. (herein incorporated by reference to Exhibit (99)(ff) filed as
part of registrant's Registration Statement on Form S-4, File No.
33-86530).

(10)(u) Allied Film Laboratory, Inc. Five Year Bonus Program for
Fiscal Year 1992 through Fiscal Year 1996 (includes management,
supervisory and stock bonus plans) (herein incorporated by reference
to Exhibit (99)(gg) filed as part of registrant's Registration
Statement on Form S-4, File No. 33-86530).

(10)(v) Amended and Restated 1994 Long-Term Stock Incentive Plan of
Allied Digital Technologies Corp. (herein incorporated by reference to
Exhibit (4)(i) filed as part of registrant's Registration Statement on
Form S-4, File No. 33-86530).

(10)(w) Indemnification Agreements between Allied Digital Technologies
Corp. and each of William H. Smith, James A. Merkle, Werner Jean,
Jerry Stone, Eugene Gargaro, Jr., George N. Fishman, Seymour Leslie,
H. Sean Mathis, Donald L. Olesen, Charles

                                  (v)
<PAGE>
Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

Kavanagh and Judith A. Szidik (herein incorporated by reference to
Exhibit 10(y) to registrant's Transition Report on Form 10-K for the
period from January 1, 1994 to July 31, 1994).

(10)(x) Allied Digital Stockholders Agreement, dated January 11, 1995,
among Allied Digital Technologies Corp.; William H. Smith; William H.
Smith Trust, William H. Smith as Trustee under agreement dated
November 13, 1978, as amended; Patricia M. Smith; Patricia M. Smith
Trust, Patricia M. Smith as Trustee under agreement dated November 13,
1978, as amended; George N. Fishman; Donald L. Olesen; The Donald L.
Olesen Annuity Trust, Donald L. Olesen, co-trustee; Leslie/Linton
Entertainment, Inc.; and Venture Partners (herein incorporated by
reference to Exhibit 3 filed as a part of a Schedule 13D filed
February 7, 1995, by William H. Smith; William H. Smith Trust, William
H. Smith as Trustee under agreement dated November 13, 1978, as
amended; Patricia M. Smith; Patricia M. Smith Trust, Patricia M. Smith
as Trustee under agreement dated November 13, 1978, as amended; George
N. Fishman; Donald L. Olesen; The Donald L. Olesen Annuity Trust,
Donald L. Olesen, co-trustee; Leslie/Linton Entertainment, Inc.; and
Venture Partners.)

(10)(y) Form of Employment Agreements between Hauppauge Record
Manufacturing, Ltd. and each of: (i) George Fishman, (ii) Charles
Kavanagh, (iii) Donald Olesen, (iv) Brian Wilson and (v) Philip
Gouldstone (herein incorporated by reference to Exhibit (99)(hh) filed
as part of registrant's Registration Statement on Form S-4, File No.
33-86530).

(10)(z) Smith Family Shareholders Agreement, dated January 11, 1995,
among Allied Digital Technologies Corp.; William H. Smith; William H.
Smith Trust, William H. Smith as Trustee under agreement dated
November 13, 1978, as amended; Patricia M. Smith; Patricia M. Smith
Trust, Patricia M. Smith as Trustee under agreement dated November 13,
1978, as amended; Kendall Allen Smith; Scott Douglas Smith; and Wendy
Allison Kubitskey (herein incorporated by reference to Exhibit 2 filed
as a part of a Schedule 13D filed January 20, 1995, by William H.
Smith; William H. Smith Trust, William H. Smith as Trustee under
agreement dated November 13, 1978, as amended; Patricia M. Smith;
Patricia M. Smith Trust, Patricia M. Smith as Trustee under agreement
dated November 13, 1978, as amended; Kendall Allen Smith; Scott
Douglas Smith; and Wendy Allision Kubitskey).

(10)(aa) (i) Consulting Agreement, dated June 16, 1994, between HMG
Digital Technologies Corp. and Seymour W. Zises (herein incorporated
be reference to Exhibit 10.22(i) of HMG Digital Technologies Corp.
Annual Report on Form 10-K for the fiscal year ended July 31, 1994,
Commission File No. 0-20014).

          (ii) Consulting Agreement, dated June 16, 1994, between HMG
Digital Technologies Corp. and H. Sean Mathis (herein incorporated be
reference to Exhibit 10.22(ii) of HMG Digital Technologies Corp.
Annual Report on Form 10-K for the fiscal year ended July 31, 1994,
Commission File No. 0-20014).

          (iii) Consulting Agreement, dated June 16, 1994, between HMG
Digital Technologies Corp. and Mark L. Freidman (herein incorporated
be reference to Exhibit 10.22(iii) of HMG Digital Technologies Corp.
Annual Report on Form 10-K for the fiscal year ended July 31, 1994,
Commission File No. 0-20014).

10(bb) (i) Agreement between HTM Ltd. (a predecessor in interest to
HMG) and Local 810, Steel, Metals, Alloys and Hardware Fabricators and
Warehousemen, affiliated with the International Brotherhood of
Teamsters, dated as of January 22, 1994 (herein incorporated by
reference to Exhibit 10.15(i) of HMG Digital Technologies Corp. Annual
Report on Form 10-K for the fiscal year ended July 31, 1994,
Commission File No. 0-20014).

          (ii) Agreement between HVM Ltd. (a predecessor in interest
to HMG) and Local 810, Steel, Metals, Alloys and Hardware Fabricators
and Warehousemen, affiliated with the International Brotherhood of
Teamsters, dated as of January 22, 1994 (herein incorporated by
reference to Exhibit 10.15(ii) of HMG Digital Technologies Corp.
Annual Report on Form 10-K for the fiscal year ended July 31, 1994,
Commission File No. 0-20014).

          (iii) Agreement between HCDM Ltd. (a predecessor in interest
to HMG) and Local 810, Steel, Metals, Alloys and Hardware Fabricators
and Warehousemen, affiliated with the International Brotherhood of
Teamsters, dated as of January 22, 1994

                                 (vi)
<PAGE>
Exhibit
 No.                         Description of Exhibit
 ---                         ----------------------

(herein incorporated by reference to Exhibit 10.15(iii) of HMG Digital
Technologies Corp. Annual Report on Form 10-K for the fiscal year
ended July 31, 1994, Commission File No. 0-20014).

(10)(cc) Form of Indemnification Agreements, dated July 1, 1992,
between HMG Digital Technologies Corp. and each of Seymour Zises,
Wilmer J. Thomas, Jr., Thomas E. Constance, Alan I. Annex and Mark L.
Freidman (herein incorporated by reference to Exhibit 10.7 of HMG
Digital Technologies Corp. Registration Statement on Form S-1, File
No. 33-44942).

(10)(dd) Form of Indemnification Agreement, dated September 20, 1993,
between HMG Digital Technologies Corp. and each of Michael Delany,
Brian Wilson, Philip Gouldstone, Joel Ziegler and Frederick R.
Cummings, Jr. (herein incorporated by reference to Exhibit 10.6 of HMG
Digital Technologies Corp. Annual Report on Form 10-K for the fiscal
year ended July 25, 1993, Commission File No. 0-20014).

(10)(ee) (i) Subordinated Promissory Note dated October 30, 1996, made
by HMG Digital Technologies Corp. in favor of George N. Fishman in the
principal amount of $200,000.

          (ii) Subordinated Promissory Note dated October 30, 1996,
made by HMG Digital Technologies Corp. in favor of Donald L. Olesen in
the principal amount of $200,000.

          (iii) Subordinated Promissory Note dated October 30, 1996,
made by HMG Digital Technologies Corp. in favor of William H. Smith,
Trustee, in the principal amount of $1,600,000.

(10)(ff) Agreement between Anchor Bay Entertainment and Allied Digital
Technologies Corp. for Videotape Duplication and Order Fulfillment,
dated une 16, 1995.

(11) Statement re Computation of Per Share Earnings

          No statement is required to be filed because the
computations can be clearly determined from the materials contained in
the Report.

(21)      Subsidiaries of registrant

(23)(a)   Consent of Arthur Anderson LLP

(23)(b)   Consent of Grant Thornton LLP (Item 14(a) of this Report on Form 
          10-K).

(27) Financial Data Schedule

------------
* Filed in paper format under cover of Form SE on November 14, 1996, pursuant
to a Temporary Hardship Exemption in accordance with Rule 201 of Regulation S-T.

                                 (vii)

<PAGE>
SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Date: April 24, 1997             ALLIED DIGITAL TECHNOLOGIES CORP.

                                 By:  /s/  George N. Fishman
                                      ------------------------------
                                      George N. Fishman
                                      Co-Chairman and Chief Executive Officer
                                      (Principal Executive Officer)

Date: April 24, 1997             By:  /s/  Charles P. Kavanagh
                                      ------------------------------
                                      Charles P. Kavanagh
                                      Secretary
                                      (Principal Financial Officer and
                                       Principal Accounting Officer)

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below as of April 24, 1997, by the following persons on 
behalf of the registrant and in the capacities and on the dates indicated.

Date: April 24, 1997             /s/  William H. Smith
                                      ------------------------------
                                      William H. Smith, Co-Chairman
                                      & Director

Date: April 24, 1997             /s/  George N. Fishman
                                      ------------------------------
                                      George N. Fishman, Co-Chairman, Chief
                                      Executive Officer & Director

Date: April 24, 1997             /s/  Donald L. Olesen
                                      ------------------------------
                                      Donald L. Olesen, Director

Date: April 24, 1997             /s/  Eugene L. Gargaro, Jr.
                                      ------------------------------
                                      Eugene L. Gargaro, Jr., Director

Date: April 24, 1997             /s/  Werner H. Jean
                                      ------------------------------
                                      Werner H. Jean, Director

Date: April 24, 1997             /s/  Seymour Leslie
                                      ------------------------------
                                      Seymour Leslie, Director

Date: April 24, 1997             /s/  H. Sean Mathis
                                      ------------------------------
                                      H.  Sean Mathis, Director

Date: April 24, 1997             /s/  John A. Morgan
                                      ------------------------------
                                      John A. Morgan, Director

                                      II-8