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                                   EXHIBIT 4.3


                             THE TODD-AO CORPORATION
                             1986 STOCK OPTION PLAN


                                    ARTICLE I

                                     GENERAL


     1. PURPOSE.

     This 1986 Stock Option Plan (the "Plan") is intended to contribute to
maintaining the Company's performance by providing certain officers and key
personnel of the Company with long-term incentives in the form of options to
purchase shares of the Company's Common Stock.

     2. ADMINISTRATION.

     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 Board of Directors or shareholders for
approval.

     The interpretation and construction by the Committee of any provisions of
the Plan or of any option granted under it 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.

     3. ELIGIBILITY.

     Subject to Section 2 of this Article I, the persons who shall be eligible
to receive options under the Plan shall be such officers and key employees
(including directors who are also salaried employees) of the Company as the
Committee shall select. In addition, consultants to the Company who are not also
salaried employees of the Company shall be eligible to receive nonqualified
stock options (but such persons shall not be eligible to receive incentive stock
options). The terms "officers and key employees" as used herein shall mean
officers and assistant officers, both elective and appointive, presidents and
general managers of divisions and subsidiaries and such other key employees as
may be determined by the Committee in its sole discretion.

     Except where the context otherwise requires, the term "Company," as used
herein, shall include (i) The Todd-AO Corporation, and (ii) any of its
"subsidiary corporations" which meet the definition of subsidiary corporation
contained in Section 425(f) of the Internal Revenue Code of







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1986, as now in effect or as hereafter amended (the "Code"), and the terms
"officers and key employees of the Company," and words of similar import, shall
include officers and key employees of each such subsidiary corporation, as well
as officers and key employees of The Todd-AO Corporation.

     4. 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 common stock (the "Common
Stock"). The aggregate number of shares which may be issued under the Plan shall
not exceed 660,000 shares of Common Stock, unless an adjustment is required in
accordance with Section 3(I) of Article II hereof.

     5. AMENDMENT OF THE PLAN.

     The Committee may amend the Plan in any respect whatsoever to comply with
the requirements of any state securities or other governmental authority having
jurisdiction over the offer and sale of securities to be sold under the Plan.
The Board of Directors of the Company 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 any
rights or obligations under any option theretofore granted under the Plan
without the consent of the person to whom such option was granted. Furthermore,
without further shareholder approval no such amendment shall increase the number
of shares subject to the Plan (except as authorized by Section 3(I) of Article
II hereof), change the designation in Section 3 of Article I of the class of
persons eligible to receive options under the Plan, provide for the grant of
stock options having a purchase price less than the fair market value on the
date of grant (85% of fair market value with respect to nonqualified stock
options), extend the term during which stock options granted under the Plan may
be exercised, or extend the date pursuant to which options under the Plan may be
granted.

     6. APPROVAL OF SHAREHOLDERS.

     All options granted under the Plan shall be subject to approval of the Plan
by affirmative vote at the next meeting of shareholders of the Company, or any
adjournment thereof, of the holders of a majority of the outstanding shares of
Common Stock present in person or by proxy and entitled to vote at the meeting.
No option granted hereunder may become exercisable unless and until such
approval is obtained.

     7. TERM OF PLAN.

     Awards may be made under the Plan until August 31, 1996, the date of
termination of the Plan. Notwithstanding the foregoing, all options granted
under the Plan shall remain in effect until such options have been satisfied by
the issuance of shares, or terminated in accordance with their terms and the
terms of the Plan. Notwithstanding anything to the contrary herein: (i) all
non-qualified options outstanding under the Plan as of March 27, 1996 shall
remain exercisable until August 31, 1997 and one-half of such outstanding
non-qualified options held by each optionee shall








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remain exercisable until August 31, 1998; and (ii) all options granted under the
Plan after August 31, 1994 shall remain exercisable until a date no later than
August 31, 2004.

     8. RESTRICTIONS.

     All options granted under the Plan shall be subject to the requirement
that, if at any time the Committee shall determine, in its discretion, that the
listing, registration or qualification of the shares subject to stock options
granted under the Plan upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting of
such option or the issue or purchase of shares thereunder, such option may not
be exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.

     9. ASSIGNABILITY.

     No Incentive Option shall be assignable or transferable by the grantee
except by will or 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 grantee, the Incentive Option which 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.

     10. WITHHOLDING TAXES.

     Whenever under the Plan shares of Common Stock are to be issued, the
Company shall have the right to require the grantee to remit to the Company an
amount sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares.

                                   ARTICLE II
                                  STOCK OPTIONS

     1. AWARD OF STOCK OPTIONS.

     Awards of stock options may be made under the Plan. It is intended that
certain options granted pursuant to the Plan shall constitute incentive stock
options within the meaning of Section 422A of the Code ("incentive stock
options"), and that certain options granted pursuant to the Plan shall not
constitute incentive stock options ("nonqualified stock options"), provided,
however, that incentive stock options may be granted only to persons selected by
the Committee who are officers or key employees (including directors who are
also salaried employees) of The Todd-AO Corporation or any of its "subsidiary
corporations" which meet the definition of subsidiary corporation contained in
Section 425(f) of the Code. In addition, (i) for incentive stock options granted
on or before December 31, 1986, the aggregate fair market value (determined as
of the date of grant) of the stock for which an officer or key employee may be
granted incentive stock options







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in any calendar year (under all incentive stock option plans of his employer
corporation and its parent and subsidiary corporations) shall not exceed
$100,000 plus any unused limit carryover for such year1 and (ii) for incentive
stock options granted after December 31, 1986, the aggregate fair market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time by such
individual during any calendar year (under all such plans of the individual's
employer corporation and its parent and subsidiary corporations) shall not
exceed $100,000. The date on which an incentive stock option is granted shall be
the date of the Committee's authorization of such grant or such later date as
may be determined by the Committee at the time such grant is authorized.

     2. EFFECT OF TERMINATION OF OPTIONS.

     In the event that any outstanding option under the Plan terminates before
it would otherwise have expired under its terms or expires by its terms without
being fully exercised, the shares of Common Stock subject to such option not
issued pursuant to the exercise of such option shall again become available in
the pool of shares provided under the Plan.

     3. TERMS AND CONDITIONS OF OPTIONS.

     Stock 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 following terms and conditions:

          (A) Optionee's Agreement.

               Each optionee shall agree to remain in the employ of and to
render to the Company his or her services for such period as the Committee may
determine, but such agreement shall not impose upon the Company any obligation
to retain the optionee in its employ for any period.

----------------

     (1) The unused limit carryover from any calendar year shall equal one-half
of the amount, if any, by which $100,000 exceeds the aggregate fair market value
(determined as of the time the option is granted) of the stock for which the
employee was granted incentive stock options in such calendar year (under all
incentive stock option plans of his employer corporation and its parent and
subsidiary corporations). Such unused limit carryover may be taken into account
during the three (3) succeeding calendar years, to the extent the $100,000
limitation has been used up in such calendar years, and the amount of such
carryover to be taken into account in any such succeeding calendar year shall be
the amount of such carryover reduced by the amount thereof which was taken into
account in prior calendar years. Unused limit carryovers from different calendar
years shall be taken into account in the order of the calendar years in which
such carryovers arose.







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          (B) Number of Shares.

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

          (C) Option Price.

               Each option agreement shall state the option price per share,
which shall be determined by the Committee. The option price per share with
respect to an incentive stock option shall be not less than 100% of the fair
market value of a share of the Common Stock on the date that the option is
granted and with respect to a nonqualified stock option shall be not less than
85% of such fair market value. Notwithstanding the foregoing, the option price
per share of an incentive stock option granted to a person who, on the date of
such grant and in accordance with Section 425(d) of the Code, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company shall be not less than 110% of the fair market value of a
share of the Common Stock on the date that the option is granted. Fair market
value as used herein shall be the mean of the closing bid and asked prices of
the Common Stock in the over-the-counter market on the date that such option is
granted, as reported by NASDAQ, or if no report is available on the option date,
the next preceding date for which such a report is available. If the Common
Stock is hereafter listed on an exchange or exchanges, fair market value
thereafter shall be the highest closing price on any exchange for the option
date, or, if the option date is not a trading date, the trading date next
preceding the option date.

          (D) Medium and Time of Payment.

               The option price shall be payable upon the exercise of an option
in the legal tender of the United States or, in the discretion of the Committee,
in shares of the Common Stock or in a combination of such legal tender and such
shares. Upon receipt of payment, the Company shall 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.

          (E) Term and Exercise of Option.

               Each option shall state the time or times when it becomes
exercisable, which shall be determined by the Committee, provided, however, that
no option shall become exercisable until one (1) year has elapsed from the date
of grant. Each incentive stock option granted on or before December 31, 1986
also shall state that, notwithstanding any other provision in such option, it is
not exercisable while there is outstanding any incentive stock option which was
granted before the granting of such option to such individual to purchase stock
in the Company or its parent or subsidiary corporation, or in a predecessor
corporation of any of such corporations. An incentive stock option granted on or
before December 31, 1986 shall be treated as outstanding until such option is
exercised in full or expires by reason of lapse in time in accordance with
Section 422A(c)(7) of the Code. To the extent that an option has become
exercisable, it may be exercised in whole or in such lesser amount as authorized
by the option agreement. If exercised in part, the unexercised portion of an
option shall continue to be held by the optionee and may







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thereafter be exercised as herein provided. Notwithstanding any other provision
of the Plan, no option granted under the Plan shall be exercisable after the
expiration of ten (10) years from the date of its grant. In addition, no
incentive stock option granted under the Plan to a person who, at the time such
option is granted and in accordance with Section 425(d) of the Code, owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company shall be exercisable after the expiration of five (5) years
from the date of its grant. During the lifetime of the optionee, the option
shall be exercisable only by him and shall not be assignable or transferable by
him, and no other person shall acquire any rights therein.

          (F) Termination of Employment Except Disability or Death.

               In the event that an optionee shall cease to be employed by the
Company for any reason other than his death or disability, his option shall
immediately terminate, provided, however, that if such cessation of employment
is with the consent of the Board, expressed in the form of a resolution, or is
pursuant to his retirement under the provisions of any pension, profit sharing
or other retirement plan of the Company then in effect, such option may be
exercised within three (3) months after the date that he ceases to be an
employee of the Company, but only to the extent such option was exercisable on
the date of such cessation of employment or would have been exercisable on such
date but for the existence of previously-granted incentive stock options.

          (G) Disability of Optionee.

               If an optionee shall cease to be employed by the Company by
reason of his becoming permanently and totally disabled within the meaning of
Section 22(e)(3) of the Code and shall not have fully exercised his option, such
option may be exercised to the extent it was exercisable immediately prior to
the optionee's disability (or would have been exercisable but for the existence
of previously-granted incentive stock options) at any time within one (1) year
after cessation of employment due to such disability.

          (H) Death of Optionee and Transfer of Option.

               If an optionee should die while in the employ of the Company, or
within a period of three (3) months after a termination of his employment with
the Company during which he is still permitted to exercise an option in
accordance with Subsection 3(F) of this Article II and shall not have fully
exercised his option, such option may be exercised to the extent it was
exercisable immediately prior to the optionee's death (or would have been
exercisable but for the existence of previously-granted incentive stock
options), at any time within one (1) year after the optionee's death, 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.

          (I) Recapitalizations and Reorganizations.

               The number of shares of Common Stock covered by the Plan, and
each outstanding option hereunder and the price per share thereof, shall be
proportionately adjusted for






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any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend in excess of 2% or any other increase or decrease in
the number of issued and outstanding shares of Common Stock effected without
receipt of consideration by the Company.

               If the Company shall be the surviving corporation in any merger
or consolidation, each outstanding option shall pertain to and apply to the
securities to which a holder of the same number of shares of Common Stock that
are subject to that option would have been entitled. A dissolution or
liquidation of the Company or a merger or consolidation in which the Company is
not the surviving corporation, shall cause each outstanding option to terminate,
unless the agreement of merger or consolidation shall otherwise provide,
provided that each optionee shall in such event have the right immediately prior
to such dissolution or liquidation, or merger or consolidation, to exercise his
option in whole or in part without regard to any limitations on exercisability,
except for limitations set forth in the Code.

               To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.

               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.

          (J) Rights as a Shareholder.

               An optionee or a transferee of an option shall have no rights as
a shareholder with respect to any shares covered by his option until the date of
the receipt of payment by the Company and the issuance of a stock certificate to
him for such shares pursuant to Section 3(D) of this Article II. No adjustment
shall be made 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 3(I) of this
Article II.

          (K) Modification, Extension and Renewal of Options.

               Subject to the terms and conditions and within the limitations of
the Plan, the Committee may modify, extend, renew or cancel outstanding options
granted under the Plan. Notwithstanding the foregoing, however, no modification
of an option shall, without the consent of the optionee, alter or impair any
rights or obligations under any option theretofore granted under the Plan.








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          (L) Other Provisions.

               The option agreements authorized under the Plan shall contain
such other provisions, including, without limitation, restrictions upon the
exercise of the option or restrictions required by any applicable securities
laws, as the Committee shall deem advisable.

          (M) 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.

4. APPLICATION OF FUNDS.

     The proceeds received by the Company from the sale of Common Stock pursuant
to options will be used for general corporate purposes.

5. NO OBLIGATION TO EXERCISE OPTION.

     The granting of an option shall impose no obligation upon the optionee to
exercise such option.



                                              Effective November 4, 1986
                                              Amended February 7, 1995,
                                              March 27, 1996 and
                                              February 25, 1997










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