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                                   EXHIBIT 4.2


                             THE TODD-AO CORPORATION
                             1995 STOCK OPTION PLAN


1. PURPOSE. This 1995 Stock Option Plan is intended to provide long term
incentives to key Company personnel in the form of options to purchase shares of
the Company's Class A Common Stock.

2. DEFINITIONS. The following terms shall have the indicated meanings:

     2.1. Act. "Act" shall mean the Securities Act of 1933, as amended.

     2.2. Code. "Code" shall mean the Internal Revenue Code of 1986, as amended.

     2.3. Company. "Company" shall include The Todd-AO Corporation and any of
its subsidiary corporations which meet the definition set forth in Section 425
(f) of the Code.

     2.4. Committee. "Committee" shall mean the Committee appointed by the Board
of Directors to administer the Plan.

     2.5. Exchange Act. "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

     2.6. Fair Market Value. "Fair market value" shall be the last sale price in
the NASDAQ National Market System on a given date as published in the Wall
Street Journal or if no report is available for such date, the next preceding
date for which a report is available. If the shares are hereafter listed on one
or more securities exchanges, "fair market value" thereafter shall be the
highest closing price on any exchange for the date in question, or if such date
is not a trading date, the next preceding trading date.

     2.7. Incentive Options. "Incentive options" shall be those options
described in Section 422(a) of the Code.

     2.8. Non-Qualified Options. "Non-qualified options" shall mean options
which are not incentive options.






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     2.9. Shares. Unless the context otherwise requires, "shares" shall mean the
shares of the Company's Class A Stock.

3. SHARES OF STOCK SUBJECT TO THE PLAN. The shares that may be issued under the
Plan shall be authorized and unissued or reacquired shares of the Company's
Class A Stock. The aggregate number of shares which may be issued under the Plan
shall not exceed 1,040,000 shares of Class A Stock, unless an adjustment is
required by Section 12. To the extent that options granted under the Plan
terminate, expire or are canceled prior to exercise, new options may be granted
with respect to such shares.

4. ELIGIBILITY. Options may be granted under the Plan to any director, employee,
prospective employee or consultant to the Company, provided that no member of
the Committee shall be eligible to receive an option while serving on the
Committee. The Committee shall determine, within the limitations of the Plan,
the persons to whom options are to be granted and the exercise price, vesting
schedule and other terms of the option. Each option shall be evidenced by a
written agreement between the Company and the optionee.

5. APPROVAL OF SHAREHOLDERS. The Plan shall be subject to the approval of a
majority of the total combined votes of all outstanding shares of stock entitled
to vote. Options granted prior to such approval shall not become exercisable
unless and until such approval is obtained.

6. ADMINISTRATION.

     6.1. Composition of Committee. The Plan shall be administered by a
Committee to be appointed by the Board of Directors of the Company. The
Committee shall consist of at least two directors who are "Non-Employee
Directors" within the meaning of Exchange Act Rule 16b-3. The Committee shall be
entitled to take any action which it deems appropriate to comply with Exchange
Act Rule 16b-3 and related provisions (as presently existing or hereafter
amended), including, without limitation, submission of any transaction to the
entire Board of Directors of the shareholders for approval.

     6.2. Non-Uniform Determinations. The Committee's determinations under the
Plan need not be uniform and may be made by it selectively among persons who
participate (or who are eligible to participate) in the Plan, whether or not
such persons are similarly situated. Without limiting the generality of the
foregoing, the Committee shall be entitled to make non-uniform and selective
determinations as to the amount and terms of options and leaves of absence.







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     6.3. Interpretation of Plan. The Committee shall have the power to
interpret and construe the Plan, and its interpretation and construction of any
provisions of the Plan within its authority shall be final. No member of the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted under it.

7. TERM OF OPTIONS AND EFFECT OF TERMINATION.

     7.1. Date of Grant. The date on which any option is granted shall be the
date of the Committee's approval of such grant.

     7.2. Termination Date. Options may be granted under the Plan until August
31, 2004, the date of termination of the Plan. Notwithstanding any other
provision of the Plan, no option granted under the Plan shall be exercisable
after August 31, 2004.

     7.3. Effect of Termination. In the event that any outstanding option under
the Plan expires by reason of lapse of time or otherwise is terminated for any
reason, then the unissued shares shall again become available in the pool of
shares of Common Stock for which options may be granted under the Plan.

8. ASSIGNABILITY. No Incentive Option shall be assignable or transferable by the
optionee except by will, by the laws of descent and distribution or pursuant to
a qualified domestic relations order as defined in the Code. During the lifetime
of the optionee, the Incentive Option shall be exercisable only by the optionee,
and no other person shall acquire any rights therein. The Committee in its
absolute discretion may permit assignment of the vested portion of any
Non-Qualified Stock Option outstanding under the Plan.

9. TERMS AND CONDITIONS OF OPTIONS. Options granted pursuant to the Plan shall
be evidenced by agreements in such form as the Committee shall from time to time
determine, which agreements shall comply with the terms and conditions of the
Plan and shall state the following, subject to the limitations imposed by
Section 10 with respect to incentive options:

     9.1. Number of Shares. Each option agreement shall state the number of
shares to which the option pertains.

     9.2. Option Price. Each option agreement shall state the option price per
share. The option price per share for non-qualified options shall be not less
than 85% of the fair market value of the Common Stock on the date that the
option is granted.







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     9.3. Vesting. An option shall be exercisable in equal annual installments
over a period specified by the Committee, provided that such period shall not be
less than three years from the date of the grant or more than five years from
the commencement of the Company's first full fiscal year following the grant
date. Except as specifically otherwise provided herein, if the optionee ceases
to serve as a director, employee or consultant prior to the eligibility date of
an installment, the option shall terminate with respect to that installment
(without pro ration for fractional years of service) and all subsequent
installments. After the optionee has become eligible to exercise an installment,
the right to exercise with respect to that installment shall remain in effect
until the expiration or sooner termination of the option.

     9.4. Medium and Time of Payment. The option price shall be payable upon the
exercise of an option in cash or, at the discretion of the Committee, in shares
of the Common Stock or in a combination of cash and such shares. The Company
shall have the right to require the optionee to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax requirements.
Upon receipt of payment and applicable tax remittance, the Company shall,
subject to Section 9.6, deliver to the optionee (or person entitled to exercise
the option) a certificate or certificates for the shares of Common Stock to
which the option pertains.

     9.5. Partial Exercise. To the extent that an option has become exercisable,
it may, subject to the restrictions and limitations set forth in this Plan and
the option agreement, be exercised in whole or in part, provided, however, that
no option shall be exercised for less than ten shares. If exercised in part, the
unexercised portion of an option shall continue to be held by the option holder
and may thereafter be exercised as herein provided within the term of the
option.

     9.6. Securities Law Restrictions. No option may be exercised until the
applicable listing requirements of any securities exchange, or the registration
or qualification requirements of any governmental authority have been complied
with. Unless the shares issuable upon exercise of an option have been registered
under the Act, the option holder shall, as a condition of issuance, provide
written representations satisfactory to the Company's counsel to the effect that
the shares are being acquired for the optionee's own account as an investment
and not with a view to, or for sale in connection with, the distribution of any
such shares and that no transfers of the shares shall be made except in
compliance with the Act and any rules and regulations promulgated thereunder. A
legend to this effect may be endorsed upon unregistered shares so issued.

     9.7. Other Provisions. The option agreements authorized under the Plan
shall contain such other provisions as the Committee shall deem advisable.







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10. RESTRICTIONS ON INCENTIVE OPTIONS. Incentive options under the Plan, if any,
may be granted only to directors who are also officers or key employees of the
Company. The aggregate fair market value (determined as of the date of grant)
with respect to which incentive options are exercisable for the first time by
any individual during any calendar year (under all incentive stock option plans
of the employer corporation and its parents and subsidiaries) shall not exceed
$100,000. The option price for incentive options shall be not less than 100% of
fair market value on the date of the grant. No incentive option shall become
exercisable until one year has elapsed from the date of the grant or shall be
exercisable for more than ten years after the date of its grant. In addition, if
the recipient of an incentive option owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company, the option
price shall be not less than 110% of fair market value on the date of the grant
and the option shall not be exercisable for more than 5 years from the date of
its grant.

11. TERMINATION OF SERVICES.

     11.1. Termination of Services-Generally. In the event that an optionee
shall cease to be an employee, consultant or director of the Company for any
reason other than death or disability, the option shall be exercisable, to the
extent it was exercisable at the date the optionee ceased to be an employee,
consultant or director, for a period of three months after such date and prior
to the date on which the option expires by its terms. If not so exercised, the
option shall terminate.

     11.2. Death or Disability. If an optionee dies or becomes permanently
disabled within the meaning of Section 22(e)(3) of the Code while serving as an
employee, consultant or director of the Company, or within the three-month
period after termination of such status during which exercise of an option is
permitted in accordance with Section 11.1, such option may, to the extent it was
exercisable at the time of death or disability, be exercised for a period not to
exceed the lesser of: (i) one year after the optionee's death or disability; or
(ii) the period prior to the date on which the option expires by its terms. In
the event of death, the option may be exercised by any person or persons
designated by the optionee on a Beneficiary Designation Form adopted by the
Committee for such purpose, or, if there is no effective Beneficiary Designation
Form on file with the Committee, by the executors or administrators of the
optionee's estate or by any person or persons who shall have acquired the option
directly from the optionee by his will or the applicable law of descent and
distribution.







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12. ADJUSTMENTS. Adjustments to the options and the shares covered by the Plan
shall be made as follows:

     12.1. Recapitalizations. The number of shares of Common Stock covered by
the Plan, the number of shares and price per share of each outstanding option,
and the number of shares subject to each outstanding option shall be
proportionately adjusted for any increase or decrease in the number of issued
and outstanding shares of Common Stock resulting from: (i) a subdivision or
consolidation of shares; (ii) the payment of a stock dividend of more than 2%;
or (iii) any other increase or decrease of more than 2% in the number of issued
and outstanding shares of Common Stock effected without receipt of consideration
by the Company.

     12.2. Rights Offerings. In the event the Company shall issue rights,
warrants or options to its shareholders on a pro rata basis entitling them to
purchase shares of Class A or Class B Stock at a price less than fair market
value of such Stock, the option price for outstanding options shall be
proportionately reduced (and/or the number of shares subject to the option
proportionately increased) to reflect as nearly as practicable the benefit that
the option holder would have received had the option been exercised immediately
prior to the record date for such rights, warrants or options.

     12.3. Reorganizations. If any merger, consolidation or similar transaction
in which the Company is the surviving corporation (and which is not a Change in
Control as hereinafter defined) shall affect any outstanding option under the
Plan, the Committee shall take such action as is equitable or appropriate to
substitute a new option for such affected option and to make the new option
equivalent to the affected option as nearly as practicable.

     12.4. Changes in Control-Definition. A "Change in Control" shall be deemed
to have occurred if:

          (a) there shall be consummated (i) any reorganization, consolidation
or merger of the Company in which the Company is not the continuing or surviving
corporation, or (ii) any sale or other transfer of all or substantially all of
the Company's assets (in one transaction or a series of related transactions);
or

          (b) the stockholders of the Company shall have approved a plan or
proposal for the liquidation or dissolution of the Company; or

          (c) there shall be consummated a sale to any person or group (as
defined in the Securities Exchange Act of 1934) of Class A and/or Class B shares






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entitled to cast more than 50% of the total combined votes of all outstanding
Class A and Class B Shares; or

          (d) the Board of Directors of the Company shall otherwise have
determined that a Change in Control has otherwise occurred.

     12.5. Changes in Control--Effect. A Change in Control shall cause each
outstanding option to terminate effective one hundred eighty days after the
consummation thereof, unless any agreement relating to a Change in Control shall
otherwise provide. Notwithstanding the foregoing, agreements relating solely to
a transaction described in paragraph (c) of Section 12.4 may not terminate an
outstanding option earlier than one hundred eighty days after the consummation
thereof unless the optionee consents to an earlier termination. Effective
concurrently with the Change in Control (whether or not the option is terminated
or affected by the Change in Control) each optionee shall be entitled to
exercise his option in full without regard to any limitations on exercisability
and such option shall be considered fully vested.

     12.6. Committee's Authority. The Committee, in its discretion, shall make
such other and further adjustments are equitable and appropriate with respect to
any transaction affecting the capitalization of the Company.

     12.7. Company's Rights Unimpaired. The grant of an option pursuant to the
Plan shall not affect in any way the right or power of the Company to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge or to consolidate or to dissolve, liquidate or
sell, or transfer all or any part of its business or assets.

13. AMENDMENT OF THE PLAN.

     13.1. Generally. The Board of Directors may, insofar as permitted by law,
from time to time, suspend or discontinue the Plan or revise or amend it in any
respect whatsoever, except that no such amendment shall alter or impair or
diminish any rights or obligations under any option theretofore granted under
the Plan without the consent of the person to whom such option was granted. In
addition, without further shareholder approval or ratification, no such
amendment shall: (i) materially increase the benefits accruing to participants
in the Plan; (ii) materially increase the number of shares subject to the Plan
(except as authorized by Section 12); (iii) materially modify the requirements
as to eligibility for participation in the Plan; (iv) extend the term during
which options may be exercised; or (v) or extend the final date upon which
options under the Plan may be granted. Notwithstanding the foregoing, the







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Board of Directors may adopt such amendments as the Board shall in good faith
deem necessary in order to conform the Plan to the requirements of Exchange Act
Rule 16b-3.

     13.2. Modifications to Options. Subject to the terms of the Plan and with
the consent of the optionee where appropriate, the Committee may amend
outstanding option agreements, including without limitation amendments which
accelerate exercisability of any option; or cancel an option and issue a new
option in substitution therefor.

14. MISCELLANEOUS.

     14.1. No Rights as Shareholder. An optionee or a transferee of an option
shall have no rights as a shareholder with respect to any shares covered by an
option until the date of the receipt of payment (including any amounts required
by the Company to satisfy withholding tax requirements) by the Company. No
adjustment shall be made as to any option for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to such date, except as
provided in Section 12.3.

     14.2. Application of Funds. The proceeds received by the Company from the
sale of shares pursuant to the exercise of options will be used for general
corporate purposes.

     14.3. No Obligation to Exercise Option. The granting of an option shall
impose no obligation upon the optionee to exercise such option.

     14.4. Agreement to Govern. In the event of any inconsistency between the
terms of the option agreement and the description thereof contained herein, the
terms of the agreement shall prevail.

                                                    Effective February 7, 1995
                                                    Amended March 27, 1996,
                                                    February 25, 1997 and
                                                    February 24, 1998









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