UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

For the fiscal year ended                   November 30, 1997
Commission file number                      1-9532

                              AUDIOVOX CORPORATION
             (Exact name of registrant as specified in its charter)

         Delaware                                 13-1964841
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification Number)

150 Marcus Blvd., Hauppauge, New York           11788
(Address of principal executive offices)        (Zip Code)

Registrant's telephone number, including area code            (516) 231-7750
                                                

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

                            Name of Each Exchange on
 Title of each class:                                 Which Registered

Class A Common Stock $.01 par value                  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
requirement for the past 90 days.
                                     Yes       X              No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (Sec 229.405 of this chapter) is not  contained  herein,  and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
                                                     X

                                        1





                                     PART IV

Item 14 - Exhibits, Consolidated Financial Statement Schedules, and Reports
           on Form 8-K

(a) (1)

The following financial statements are included in Item 8 of this Report:

Independent Auditors' Report

Consolidated  Balance  Sheets of Audiovox  Corporation  and  Subsidiaries  as of
November 30, 1997 and 1996.

Consolidated   Statements   of  Income  (Loss)  of  Audiovox   Corporation   and
Subsidiaries for the Years Ended November 30, 1997, 1996 and 1995.

Consolidated  Statements of  Stockholders'  Equity of Audiovox  Corporation  and
Subsidiaries for the Years Ended November 30, 1997, 1996 and 1995.

Consolidated  Statements of Cash Flows of Audiovox  Corporation and Subsidiaries
for the Years Ended November 30, 1997, 1996 and 1995.

Notes to Consolidated Financial Statements.

(a) (2)
Financial Statement Schedules of the Registrant for the Years Ended November 30,
1997, 1996 and 1995.

Independent Auditors' Report on Financial Statement Schedules


   Schedule                                              Page
    Number      Description                              Number

      II        Valuation and Qualifying Accounts        67


All other financial  statement schedules not listed are omitted because they are
either not required or the information is otherwise included.

                                        2











                          Independent Auditors' Report







The Board of Directors and Stockholders
   Audiovox Corporation:


Under the date of March 6, 1998 we reported on the  consolidated  balance sheets
of Audiovox  Corporation and  subsidiaries as of November 30, 1997 and 1996, and
the related consolidated statements of income (loss),  stockholders' equity, and
cash flows for each of the years in the  three-year  period  ended  November 30,
1997,  which are included in the  Company's  1997 annual report on Form 10-K. In
connection  with  our  audits  of  the  aforementioned   consolidated  financial
statements,  we  also  audited  the  related  consolidated  financial  statement
schedules in the 1997 annual report on Form 10-K. These  consolidated  financial
statement  schedules are the  responsibility  of the Company's  management.  Our
responsibility is to express an opinion on these financial  statement  schedules
based on our audits.

In our opinion, such financial statement schedules,  when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.








                                           s/KPMG Peat Marwick LLP
                                           KPMG PEAT MARWICK LLP



Jericho, New York
March 6, 1998


                                        3





(3)      Exhibits See Item 14(c) for Index of Exhibits.

(b)      Reports on Form 8-K

         During the fourth quarter, the Registrant filed one report on Form 8-K.
         The Form 8-K,  dated  August  19,  1997 and filed  September  4,  1997,
         reported  that  the  Company  had  executed  a Ninth  Amendment  to the
         Company's Second Amended and Restated Credit Agreement (the Amendment).
         The Amendment,  among other things,  (i) increased the aggregate amount
         of the lenders'  commitments under the Credit Agreement to $95,000,000;
         (ii)  extended  the term of the Credit  Agreement to February 28, 2000;
         and (iii)  decreased the applicable  margin on base rate and Eurodollar
         loans.

(c)      Exhibits


Exhibit
Number                  Description

3.1                     Certificate    of    Incorporation    of   the   company
                        (incorporated by reference to the Company's Registration
                        Statement on Form S-1; No. 33-107, filed May 4, 1987).
3.1a                    Amendment to Certificate of Incorporation  (incorporated
                        by reference to the Company's Annual Report on Form 10-K
                        for the year ended November 30, 1993).
3.2                     By-laws of the Company (incorporated by reference to the
                        Company's Registration Statement on Form S-1;
                        No. 33-10726, filed May 4, 1987).
10.1                    Eighth  Amendment,  dated as of March  7,  1997,  to the
                        Second Amended and Restated  Credit  Agreement among the
                        Registrant   and  the   several   banks  and   financial
                        institutions (incorporated by reference to the Company's
                        Annual  Report on Form 10-K for the year ended  November
                        30, 1997).
10.2                    Ninth  Amendment,  dated as of August 19,  1997,  to the
                        Second Amended and Restated  Credit  Agreement among the
                        Registrant   and  the   several   banks  and   financial
                        institutions (incorporated by reference to the Company's
                        Form 8-K filed via EDGAR on September 4, 1997).
10.3                    Tenth Amendment, dated as of October 24, 1997, to the 
                        Second Amended and Restated Credit Agreement among the 
                        Registrant and the several banks and financial
                        institutions (incorporated by reference to the Company's
                        Annual Report on Form 10-K for the year ended 
                        November 30, 1997).
11                      Statement of Computation of Income (Loss) per Common 
                        Share (incorporated by reference to the Company's Annual
                        Report on Form 10-K for the year ended November 30, 
                        1997).
21                      Subsidiaries of the Registrant (incorporated by 
                        reference to the Company's Annual
                        Report on Form 10-K for the year ended November 30, 
                        1997).
23                      Independent Auditors Consent  (filed via EDGAR 
                        herewith).


                                        4





Exhibit
Number                  Description

27                      Financial  Data Schedule  (incorporated  by reference to
                        the  Company's  Annual  Report on Form 10-K for the year
                        ended November 30, 1997).


(d)      All other  schedules are omitted  because the required  information  is
         shown in the financial  statements or notes thereto or because they are
         not applicable.

                                        5









                                   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.

                                     AUDIOVOX CORPORATION



March 16, 1998                       BY:s/John J. Shalam
                                          John J. Shalam, President
                                           and Chief Executive Officer



                                        6




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


Signature                  Title                                 Date
- ---------                  -----                                 ----
                           President;                            March 16, 1998
                           Chief Executive Officer
s/John J. Shalam           (Principal Executive Officer
John J. Shalam              and Director
                           Executive Vice President and          March 16, 1998
s/Philip Christopher       Director
Philip Christopher
                           Senior Vice President,                March 16, 1998
                           Chief Financial Officer (Principal
s/Charles M. Stoehr        Financial and Accounting Offi
Charles M. Stoehr          cer) and Director
                           Director                              March 16, 1998
s/Patrick M. Lavelle
Patrick M. Lavelle
s/Ann Boutcher             Director                              March 16, 1998
- --------------
Ann Boutcher
s/Gordon Tucker            Director                              March 16, 1998
- ---------------
Gordon Tucker
s/Irving Halevy            Director                              March 16, 1998
- ---------------
Irving Halevy
s/Richard Maddia           Director                              March 16, 1998
- ----------------
Richard Maddia
s/Paul C. Kreuch, Jr.      Director                              March 16, 1998
- ---------------------
Paul C. Kreuch, Jr.



                                        7


                          Independent Auditors' Consent





The Board of Directors and Stockholders
Audiovox Corporation:


   
We consent to  incorporation  by reference in the  registration  statements (No.
33-18119 and  33-65580) on Form S-8 and (No.  333-00811) on Form S-3 of Audiovox
Corporation and subsidiaries of our report dated March 6, 1998,  relating to the
consolidated  balance  sheets of Audiovox  Corporation  and  subsidiaries  as of
November 30, 1997 and 1996,  and the related  consolidated  statements of income
(loss),  stockholders'  equity  and  cash  flows  for  each of the  years in the
three-year  period ended  November 30, 1997,  and all related  schedules,  which
report  appears in the November 30, 1997 annual  report on Form 10-K of Audiovox
Corporation and subsidiaries.
    





                                       s/KPMG PEAT MARWICK LLP
                                       KPMG PEAT MARWICK LLP




Jericho, New York
March 11, 1998

                                   Exhibit 23