UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of report (Date of earliest event reported): May 14, 2007

                              AUDIOVOX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


        0-28839                                             13-1964841
(Commission File Number)                      (IRS Employer Identification No.)


180 MARCUS BOULEVARD, HAUPPAUGE, NEW YORK                          11788
(Address of Principal Executive Offices)                        (Zip Code)

                                 (631) 231-7750
              (Registrant's Telephone Number, Including Area Code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of file
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(e))






ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On May 14, 2007,  Audiovox  Corporation  (the "Company")  issued a press release
announcing its earnings for the quarter and year ended February 28, 2007. A copy
of the release is furnished herewith as Exhibit 99.1.


ITEM 8.01 OTHER EVENTS

On May 15, 2007,  the Company held a  conference  call to discuss its  financial
results  for the  quarter  and year ended  February  28,  2007.  The Company has
prepared a transcript of that conference call, a copy of which is annexed hereto
as Exhibit 99.2.

The information furnished under Items 2.02 and 8.01, including Exhibits 99.1 and
99.2,  shall not be deemed to be filed for the  purposes  of  Section  18 of the
Securities  Exchange Act of 1934, as amended,  and will not be  incorporated  by
reference  into any  registration  statement  filed under the  Securities Act of
1933, as amended,  unless specifically  identified therein as being incorporated
therein by reference.





                                       1




                                   SIGNATURES



      Pursuant to the  requirements 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 (Registrant)



Date:    May 15, 2007                  By: /s/ Charles M. Stoehr
                                       ----------------------------------------
                                           Charles M.  Stoehr
                                            Senior Vice President and
                                                Chief Financial Officer



                                       2




                                  EXHIBIT INDEX




   EXHIBIT NO.          DESCRIPTION


     99.1               Press Release,  dated May 14, 2007, relating to Audiovox
                        Corporation's earnings release for the quarter and year
                        ended  February  28, 2007 (filed herewith).


     99.2               Transcript of conference call held on May 15,2007 at
                        10:00 am (filed herewith).





                                       3


FOR IMMEDIATE RELEASE

        AUDIOVOX REPORTS FISCAL 2007 FOURTH QUARTER AND YEAR-END RESULTS

HAUPPAUGE,  NY,  MAY  14,  2007 -  Audiovox  Corporation  (NASDAQ:  VOXX)  today
announced results for its fiscal 2007 fourth quarter and year-ended February 28,
2007.

Audiovox Corporation (the "Company") changed its fiscal year from November 30 to
February 28.  Annual  results for the fiscal 2007 period will be compared to the
quarters  ended May 31,  August 31 and  November 30, 2005 and February 28, 2006,
respectively.  Additionally, fiscal 2007 fourth quarter results will be compared
to the prior year period ended February 28, 2006, which was the Company's fiscal
2006 transition period.

Fiscal 2007 Results
The Company reported net sales for fiscal 2007 of $456.7 million,  a decrease of
13.3% compared to $526.8 million  reported in the comparable  prior year period.
Net  income  from  continuing  operations  for the fiscal  2007  period was $3.7
million  or $0.16 per  diluted  share  compared  to a net loss  from  continuing
operations  of $5.8  million  or a net loss of $0.25  per  diluted  share in the
comparable prior year-period.  Including  discontinued  operations,  the Company
reported  net  income of $2.9  million or income of $0.13 per  diluted  share in
fiscal  2007  compared  to a net loss of $8.2  million  or a loss of  $0.36  per
diluted share in the comparable 2006 period.

Mobile Electronics  represented 69.5% of net sales or $317.4 million. This was a
decrease of 5.4% compared to sales of $335.5 million  reported in the comparable
prior  year  period.  The  decline  in mobile  electronics  sales was due to the
absence of Rampage, Prestige and Video-in-a-Bag sales, product lines the Company
exited  during  fiscal  2006.  Additionally,  sales were  adversely  impacted by
approximately five months of lost sales resulting from the voluntary  suspension
of XM satellite radio receivers due to an FCC block which has since been removed
and lower average selling prices in select mobile multi-media lines.  Offsetting
these declines were higher sales of Phase Linear, Audiovox Germany,  accessories
and Code Systems.

Consumer  Electronics  sales  were  $139.3  million or 30.5% of total  sales,  a
decrease  of 27.2%  compared  to net sales of  $191.3  million  reported  in the
comparable  period last year.  The decline in sales is related to lower  selling
prices in the DVD, LCD and Plasma TV categories,  which were seen throughout the
industry.  In  anticipation of these pricing  declines,  the Company limited its
exposure, which affected revenue, however it reduced inventory risk and resulted
in higher gross profit margins in this category.

Gross  margins for fiscal 2007 ended  February  28, 2007 were 17.4%  compared to
11.5% reported in the comparable  2006 period.  The  improvement in gross profit
margins  is a direct  result  of  higher  margins  in the  mobile  category  and
continued improvements in inventory management.

Fiscal 2007 operating  expenses were $84.4 million,  a decrease of 1.3% compared
to $85.5 million in the comparable fiscal 2006 period.  While operating expenses
decreased  from the year ago  period,  a portion of the  decrease  was offset by
charges related to legal settlement fees, expenses related to the newly acquired
Thomson  accessory  business and payroll benefits that include health plan costs
and stock-based compensation expenses.



                                       1




AUDIOVOX REPORTS FISCAL 2007 RESULTS


As of February 28, 2007,  the Company had $156.3  million in cash and short-term
investments and during the fiscal 2007 period, repurchased 305,100 shares of its
Class A common stock.

Patrick  Lavelle,  President and CEO of Audiovox  stated,  "This past year was a
transition  year in which we set out to realign our  organization on all fronts.
We went from a loss in 2005 to modest profits in 2006 and believe the Company is
in a much better  position to improve  overall  profitability  than we were last
year. With the addition of the accessory business,  most notably,  the RCA brand
worldwide,  we  now  have  an  accessories  group  that  should  post  sales  of
approximately  $200  million and at higher gross  margins  than our  traditional
business  lines.  I'm  also  pleased  to  report  that the  assimilation  of the
acquisition  assets, from the product lines,  warehouses,  systems and personnel
into our own operations went very well. There are many efficiencies we expect to
realize from this  acquisition and with significant  financial  resources at our
disposal, it is our intent to continue to seek acquisitions to fuel growth, lead
to operating profits and most importantly, generate value for our shareholders."

Fiscal 2007 Fourth Quarter Results
The  Company  reported  net sales for the fiscal  2007  fourth  quarter of $96.1
million,  a  decrease  of  6.7%  compared  to  $103.1  million  reported  in the
comparable  prior year  quarter.  Net loss from  continuing  operations  for the
fiscal 2007  fourth  quarter  was  $305,000  or a loss per share of $0.01.  This
compares to net income from  continuing  operations  of $367,000 or earnings per
share of $0.02 in the comparable prior year period.

Including discontinued  operations,  the Company reported a net loss of $485,000
or a loss per diluted share of $0.02 in the quarter ended  February 28, 2007, as
compared to net income of  $183,000 or net income per diluted  share of $0.01 in
the similar 2006 period.

Mobile  Electronics  sales,  which  represented  81.5% of net sales,  were $78.4
million, an increase of 10.6% compared to sales of $70.8 million reported in the
comparable  prior year  period.  Mobile  sales were  impacted by higher sales in
Phase Linear,  Code Systems and accessories.  Consumer  Electronics sales, which
represented 18.5% of sales, were $17.8 million,  a decrease of 44.7% compared to
net sales of $32.2  million  reported in the  comparable  period  last year.  As
previously  stated,  the company  intentionally  limited exposure to the rapidly
decreasing  prices  in the DVD and LCD  categories,  which  affected  sales  but
reduced post holiday inventory risk.

Gross  margins for the period  ended  February  28, 2007 were 18.8%  compared to
15.2% in the prior  year  period  and 16.7% in the fiscal  third  quarter  ended
November 30, 2006.  Gross margins were  favorably  impacted by higher margins in
the mobile video and mobile  multi-media  categories,  and  accessories  product
lines.

Operating  expenses  for the fiscal 2007 fourth  quarter  were $20.7  million as
compared  to $18.8  million in the  comparable  fiscal 2006  quarter,  which was
primarily  related to  expenses  associated  with the  integration  of the newly
acquired accessory assets.

Lavelle added,  "The December,  January and February period is traditionally our
lowest quarter,  given the post holiday retail slowdown and this quarter matched
that trend.  Our gross  margins  continue  to improve  and we remain  focused on
returning  those margins to more  acceptable  levels.  We believe the changes we
have put in place throughout 2006 and into the first quarter will position us to
concentrate on product  development  and maximize our support teams both for the
existing operations and future acquisitions. As we move into fiscal 2008, we are
optimistic about our Company's market position and growth potential."


                                       2




AUDIOVOX REPORTS FISCAL 2007 RESULTS


Conference Call Information
The Company will be hosting its conference call tomorrow morning on Tuesday, May
15, 2007 at 10:00 a.m. EDT.  Interested  parties can participate by visiting the
Company's website, www.audiovox.com, and clicking on the webcast in the Investor
Relations  section.  For those who will be unable to  participate,  a replay has
been  arranged and will be available  approximately  one hour after the call has
been completed and will last for one week thereafter.


                                           REPLAY NUMBER: (888) 286-8010
                                    INTERNATIONAL REPLAY NUMBER: (617) 801-6888
                                               ACCESS CODE: 95019369

About Audiovox
Audiovox Corporation is a leading international supplier and value added service
provider in the consumer electronics industry. The Company conducts its business
through  subsidiaries and markets mobile and consumer  electronics products both
domestically  and  internationally  under  several  of its own  brands.  It also
functions as an OEM (Original Equipment Manufacturer) supplier to a wide variety
of customers,  through several distinct  distribution  channels.  For additional
information, please visit Audiovox on the Web at http://www.audiovox.com.

Safe Harbor Language
Except for historical  information  contained  herein,  statements  made in this
release that would  constitute  forward-looking  statements may involve  certain
risks and uncertainties. All forward-looking statements made in this release are
based  on  currently   available   information   and  the  Company   assumes  no
responsibility  to update any such  forward-looking  statements.  The  following
factors,  among others,  may cause actual results to differ  materially from the
results suggested in the forward-looking  statements.  The factors include,  but
are not limited to, risks that may result from changes in the Company's business
operations;  our ability to keep pace with technological  advances;  significant
competition in the mobile and consumer electronics businesses; our relationships
with key  suppliers  and  customers;  quality and consumer  acceptance  of newly
introduced  products;  market volatility;  non-availability  of product;  excess
inventory;  price  and  product  competition;  new  product  introductions;  the
possibility  that the  review  of our  prior  filings  by the SEC may  result in
changes to our financial  statements;  and the possibility that  stockholders or
regulatory  authorities  may initiate  proceedings  against  Audiovox and/or our
officers and directors as a result of any restatements.  Risk factors associated
with our business, including some of the facts set forth herein, are detailed in
the  Company's  Form 10-K/A for the fiscal year ended  November 30, 2005 and its
Form 10-Q for the fiscal third quarter ended November 30, 2006.

Company Contacts
Glenn Wiener
GW Communications for Audiovox
Tel: 212-786-6011 or Email: gwiener@GWCco.com

                                               - TABLES TO FOLLOW -



                                       3




                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                           FEBRUARY 28, 2007 AND 2006
                                 (IN THOUSANDS)

2007 2006 ------------------ -------------------- ASSETS Current assets: Cash and cash equivalents ............................................. $ 15,473 $ 16,280 Restricted cash ....................................................... -- 1,488 Short-term investments ................................................ 140,872 160,799 Accounts receivable, net .............................................. 86,003 88,671 Inventory ............................................................. 104,972 96,150 Receivables from vendors .............................................. 13,935 9,830 Prepaid expenses and other current assets ............................. 11,427 5,985 Income taxes receivable ............................................... 171 8,498 Deferred income taxes ................................................. 2,492 2,339 -------- -------- Total current assets ................................................. 375,345 390,040 Investment securities ................................................... 13,179 14,709 Equity investments ...................................................... 11,353 11,834 Property, plant and equipment, net ...................................... 18,019 18,799 Goodwill ................................................................ 17,514 16,067 Intangible assets ....................................................... 57,874 11,002 Deferred income taxes ................................................... 1,858 1,408 Other assets ............................................................ 631 2,153 -------- -------- Total assets ......................................................... $495,773 $466,012 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable ...................................................... $ 34,344 $ 13,776 Accrued expenses and other current liabilities ........................ 26,564 17,907 Accrued sales incentives .............................................. 7,410 8,512 Bank obligations ...................................................... 2,890 5,329 Current portion of long-term debt ..................................... 1,524 1,371 -------- -------- Total current liabilities ............................................ 72,732 46,895 Long-term debt .......................................................... 5,430 5,924 Capital lease obligation ................................................ 5,676 5,892 Deferred compensation ................................................... 7,573 6,569 -------- -------- Total liabilities .................................................... 91,411 65,280 -------- -------- Commitments and contingencies Total stockholders' equity .............................................. 404,362 400,732 -------- -------- -------- -------- Total liabilities and stockholders' equity .............................. $495,773 $466,012 ======== ========
4 AUDIOVOX CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS QUARTER AND YEAR ENDED FEBRUARY 28, 2007AND 2006 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
QUARTER QUARTER YEAR YEAR ENDED ENDED ENDED ENDED FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, FEBRUARY 28, 2007 2006 2007 2006 ---------------- --------------- --------------- ---------------- Net sales ........................................ $ 96,134 $ 103,050 $ 456,690 $ 526,786 Cost of sales .................................... 78,039 87,400 377,371 466,368 ------------ ------------ ------------ ------------ Gross profit ..................................... 18,095 15,650 79,319 60,418 ------------ ------------ ------------ ------------ Operating expenses: Selling ........................................ 6,594 6,824 28,220 30,632 General and administrative ..................... 12,238 10,517 48,920 48,643 Engineering and technical support .............. 1,838 1,468 7,256 6,191 ------------ ------------ ------------ ------------ Total operating expenses ...................... 20,670 18,809 84,396 85,466 ------------ ------------ ------------ ------------ Operating income (loss) .......................... (2,575) (3,159) (5,077) (25,048) ------------ ------------ ------------ ------------ Other income (expense): Interest and bank charges ...................... (464) (560) (1,955) (2,405) Equity in income of equity investees ........... 514 474 2,937 2,463 Other, net ..................................... 1,426 1,769 6,253 6,894 ------------ ------------ ------------ ------------ Total other income ............................ 1,476 1,683 7,235 6,952 Income (loss) from continuing operations before income taxes ..................................... (1,099) (1,476) 2,158 (18,096) Income tax (benefit) expense .................... (794) (1,843) (1,534) (12,328) Net income (loss) from continuing operations ..... (305) 367 3,692 (5,768) Net (loss) income from discontinued operations, net of tax ....................................... (180) (184) (756) (2,435) ------------ ------------ ------------ ------------ Net income (loss) ................................ $ (485) $ 183 $ 2,936 $ (8,203) ============ ============ ============ ============ Income (loss) per common share (basic): From continuing operations ..................... $ (0.01) $ 0.02 $ 0.16 $ (0.25) From discontinued operations ................... (0.01) (0.01) (0.03) (0.11) ------------ ------------ ------------ ------------ Net income (loss) per common share (basic) ....... $ (0.02) $ 0.01 $ 0.13 $ (0.36) ------------ ------------ ------------ ------------ Income (loss) per common share (diluted): From continuing operations ..................... $ (0.01) $ 0.02 $ 0.16 $ (0.25) From discontinued operations ................... (0.01) (0.01) (0.03) (0.11) ------------ ------------ ------------ ------------ Net income (loss) per common share (diluted) ..... $ (0.02) $ 0.01 $ 0.13 $ (0.36) ------------ ------------ ------------ ------------ Weighted average number of common shares outstanding (basic) .............................. 22,431,284 22,526,497 22,366,413 22,526,497 ============ ============ ============ ============ Weighted average number of common shares outstanding (diluted)............................. 22,431,284 22,766,593 22,557,272 22,526,497 ============ ============ ============ ============
5
FINAL TRANSCRIPT
- --------------------------------------------------------------------------------
MAY. 15. 2007 / 10:00AM ET, VOXX - Q4 2006 AUDIOVOX CORPORATION EARNINGS
CONFERENCE CALL
- --------------------------------------------------------------------------------


[GRAPHIC OMITTED][GRAPHIC OMITTED]

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

CONFERENCE CALL TRANSCRIPT

VOXX - Q4 2006 AUDIOVOX CORPORATION EARNINGS CONFERENCE CALL

EVENT DATE/TIME: MAY. 15. 2007 / 10:00AM ET

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

CORPORATE PARTICIPANTS
 GLENN WIENER
 GW Communications - IR

 PATRICK LAVELLE
 Audiovox Corporation - President, CEO

 MICHAEL STOEHR
 Audiovox Corporation - SVP, CFO



CONFERENCE CALL PARTICIPANTS
 THOMAS KAHN
 Kahn Brothers & Company - Analyst

 RICHARD GREENBERG
 Donald Smith & Company - Analyst






                                       1




 PRESENTATION



- --------------------------------------------------------------------------------
OPERATOR


 Good day,  ladies  and  gentlemen,  and  welcome  to the  Audiovox  Corporation
year-end  2006  earnings  conference  call.  My name is Maria and I will be your
audio coordinator for today. At this time, all participants are in a listen-only
mode, and we will be facilitating a question-and-answer  session towards the end
of today's conference. (OPERATOR INSTRUCTIONS).

At this time, I will now turn the presentation over to Mr. Glenn Wiener.  Please
proceed, sir.


- --------------------------------------------------------------------------------
 GLENN WIENER  - GW COMMUNICATIONS - IR


 Thank you and good morning.  Welcome to Audiovox's  fiscal 2007  fourth-quarter
and  year-end  conference  call for the period ended  February 28, 2007.  As the
operator  mentioned,  today's call is being  webcast on the  Company's  website,
www.audiovox.com,  under the Investor Relations  section,  and a replay has been
arranged for those who are unable to  participate.  The replay will be available
approximately 1 hour after the completion of today's call.

Fiscal  fourth-quarter  and year-end  results were released  after market closed
yesterday. If you did not receive a copy of the announcement, you can obtain one
by  calling  my office  after the call or by  visiting  the  Company's  website.
Additionally,  our Form 10-K was filed yesterday and can be found on our website
under SEC filings.

Speaking for management this morning will be Patrick Lavelle, President and CEO,
and Michael Stoehr, Senior Vice President and Chief Financial Officer. Both will
be making opening remarks before opening up the call to your questions.

Before getting  started,  I would like to briefly read our Safe Harbor language.
Except for historical  information contained herein,  statements made on today's
call and on today's webcast that would constitute forward-looking statements may
involve certain risks and uncertainties. All forward-looking statements made are
based  on  currently   available   information   and  the  Company   assumes  no
responsibility to update any such forward-looking statements.


                                       2


The following factors among others may cause actual results to differ materially
from the results  suggested in the  forward-looking  statements.  These  factors
include,  but are not  limited  to,  risks  that may  result in  changes  in the
Company's  business  operations,  our  ability  to keep pace with  technological
advances,  significant  competition  in  the  mobile  and  consumer  electronics
businesses, relationships with key suppliers and customers, quality and consumer
acceptance of newly introduced products, market volatility,  non-availability of
products,  excess  inventory,   price  and  product  competition,   new  product
introductions, and the possibility that a review of our prior filings by the SEC
may result in changes  to our  financial  statement,  and the  possibility  that
stockholders'  regulatory  authorities may initiate proceedings against Audiovox
and/or our officers and director as a result of any numerous statements or other
corporate actions.

Risk factors with our  business  including  some of the factors set forth herein
are detailed in the Company's  Form 10-K for the period ended February 28, 2007.
Thank you again for your  participation,  at this time I would  like to turn the
call over to Patrick Lavelle, President and CEO of Audiovox. Patrick?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Thank you, Glenn,  and good morning,  everyone.  I would like to welcome all of
you to our fiscal 2007  year-end  conference  call. I am here in Dubai with John
Shalam,  and we are  exhibiting at the Hometech  Middle East show, so I hope our
connection is good and everyone can hear us.

I know that by now,  you have  seen the press  release  on the  quarter  and the
fiscal year. Mike will cover the numbers in detail when he walks you through the
financials  in a few moments,  but if I may, I would like to focus my remarks on
the more global issues that have shaped our company over the last year. Although
year-over-year  sales  declined by 13%, we were able to return to  profitability
and post a modest $3.7 million net profit on continuing operations.

On a pretax basis,  we went from an $18.1 million loss in 2005 to a $2.1 million
profit in 2006, a $20 million swing. We got there by improving margins and total
gross profit  dollars on lower sales and by further  reducing  overhead.  Fiscal
2006 marked the end of a two-year restructure plan,  necessitated by the sale of
our wireless  group in 2004.  Those of you who follow the Company know that upon
the sale,  Audiovox went from a $1.7 billion wireless and electronics company to
just over a $500 million electronics company only.

Much of the  infrastructure  and  overhead  needed to manage the $1.7 billion in
sales  remain,  and we believe  that it would take us some time to downsize  the
Company  to match  the  sales,  while at the same  time  keeping  the  necessary
infrastructure that we would need for planned acquisitions.

With traditional overhead reductions of $4 million instituted this month and the
restructure I will discuss shortly,  we have completed our plan and I believe we
are  positioned  not only to run our  existing  and  newly  acquired  businesses
efficiently,  but to also  assimilate  additional  acquisitions  at little or no
overhead increases.  This restructuring of the Company's overhead was not simply
a reduction in services and  personnel.  It was a complete  audit of our systems
and  procedures  which  ultimately   included  the  investment  in  several  new
state-of-the-art  operational  systems  designed to take full  advantage  of the
technology to increase productivity and generate cost savings.

While  implementation  of these programs have offset some of our cost reduction,
we believe they are integral to establishing  Audiovox as a world-class provider
of services which will be needed to compete in the future.

                                       3


Now  let me  spend  a few  moments  on some of  these  programs.  A new  reverse
logistics  warehouse  management system that launched this month will streamline
the processing of returns.  It will reduce  manpower and  automatically  provide
accurate and timely  documentation  required to challenge  customer  chargebacks
over disputes,  thereby saving additional dollars and time in our credit groups.
Scheduled  to go live in June is a new  demand  planning  program,  as well as a
supply chain  management and tracking  software that will  streamline our buying
process and help limit inventory risk and total inventory carry.

We launched a new B2B website to help  automate the order and  tracking  process
with our customers, which has reduced order desk phone calls and provides better
and more timely information to our customers and improves  productivity.  And we
have  completely  revamped  our  consumer  website  with a focus on getting more
animation,  more download material,  improved navigation,  more complete product
information,  and better  customer  service  information  which we believe  will
reduce call center volumes.  Much of this work has been completed,  and the site
is  scheduled to turn on in stages  starting in June with the Jensen  site,  and
with completion of all stages by September.

The last part of our  overhead  restructure  was the  establishment  of a shared
services group that will provide  operational credit accounting,  human resource
display and marketing services to our wholly-owned subsidiaries,  allowing those
subs to focus  on  engineering,  product  development,  and  sales.  Our  shared
services group was established to leverage our volume in purchasing, warehousing
and  shipping,  and to  provide  the most  efficient  non-redundant  and  lowest
possible cost for support services like IT, accounting and marketing.

We believe this group will also facilitate future acquisitions as they should be
able to provide  necessary support without affecting  existing  operations,  and
more than  likely at a lower  cost  than  what was  being  paid by the  acquired
company.  I have stated previously that future revenue and growth will come from
a combination of continued new product development in our core businesses, focus
on gross margins and acquisitions.

One of the main  reasons for  divesting  the  cellular  business  was to exit an
extremely  volatile,  low-margin  cash-intensive  business  and  replace it with
higher-margin  businesses  that  would  add  to  top-line  revenue  and  enhance
profitability. While we continue to develop new and exciting products for all of
our brands and lines,  we believe that it is through  acquisition  that the most
significant changes in the Company will be realized.

Since the sale of wireless,  we have  acquired  three  accessory  companies.  We
acquired Terk  Technologies  first, and then we added the accessory  business of
Thomson,  and most recently the European  accessory company  OEHLBACH.  Combined
sales of these companies place Audiovox as a substantial player in the accessory
business  with a group that should post sales of  approximately  $200 million in
fiscal 2008, and at margins that exceed our core businesses. That was the stated
goal for the use of the proceeds from the cellular sale.

In  addition,  we  have  managed  to  purchase  those  acquisitions  wisely  and
assimilate them into the Company and still have close to the same amount of cash
available  as we did when we  completed  the  sale of  cellular.  Our  strategic
acquisition plans are ongoing,  and we still have sufficient financial resources
to support it.

                                       4


The mobile  consumer  and  accessory  businesses  are as  different  as they are
similar,  with challenges and problems unique to specific  markets.  To maximize
the  potential  of each of these  markets  and  eliminate  duplication,  we have
implemented  new plans that will  enable us to place  greater  focus on specific
markets, product development teams, and products.

Starting this fiscal year,  we will report  accessory  sales  separately as they
will fall under a newly-formed  wholly-owned  subsidiary,  Audiovox  Accessories
Corp.,  which will be led by Dave Geise,  a Senior Vice  President who joined us
from Thomson. The Accessory group will focus on Consumer  Electronics  Accessory
category,  and will incorporate all of the accessory products, the sales and the
engineering  teams  for the  RCA,  Jensen,  Acoustic  Research,  Terk,  Recoton,
Discwasher, and SpikeMaster brands.

And although an accessory  company,  OEHLBACH will be  integrated  into Audiovox
Germany given its geographic focus. However, it will also benefit from the scale
of our other accessory operations.

In order to  eliminate  duplication,  our  Audiovox  consumer  and the  Acoustic
Research  home product group have been merged and will operate as one. They will
market Audiovox branded consumer  electronic  products such as LCD TVs, portable
DVDs,  portable GPS, GMRS radios,  as well as the acoustic research speaker line
and Home Decor line by AR.

The mobile group will now include  wholly-owned  subsidiaries,  Code Systems and
American Radio, as well as the products of Audiovox Mobile Video, Jensen Mobile,
Prestige and Pursuit Security,  XM Satellite Radio and Navigation.  And both the
consumer  and  the  mobile   groups,   although   consolidated   under  Audiovox
Electronics,  will  operate  with  separate  P&Ls so that  we can  better  track
performance of each group.

In April,  I proudly  announced  the  appointment  of Tom Malone as President of
Audiovox  Electronics  Corp. Tom has been with our company for over 21 years and
has been an integral  part of our  success.  He is  passionate,  dedicated,  and
commands the respect of our  customers,  our partners and our  employees,  and I
have the utmost  confidence  that with Tom at the helm our  Mobile and  Consumer
Electronics businesses will continue to grow and succeed.

Looking back at the year in 2006, we returned to profitability  despite being in
the middle of a substantial restructure,  dealing with an uncertain economy, and
managing several market-related  circumstances that negatively impacted both our
top and bottom line. Our margins across all mobile categories continue to climb,
and in  particular  we have seen  mobile  video  margins  come back to  historic
levels, albeit at lower volumes.

Mobile Electronics sales were down 5.4% for the year, largely due to the absence
of Rampage,  Prestige,  and  Video-in-a-Bag  sales,  which were product lines we
exited during the year. In addition,  we had  approximately  five months of lost
sales  resulting from the voluntary  suspension of XM Satellite  Radio due to an
FCC block that has since been removed.

Offsetting  these declines were higher sales of Phase Linear,  Audiovox  Germany
Accessories  and Code Systems,  and I believe  without the XM loss of sales,  we
would at least have been on par with last year.

                                       5


On our consumer sales,  they were off about 30%.  However,  much of this decline
was anticipated  and planned.  We have and continue to move away from low-margin
deals,  and  during  the year we  watched  the  trend  in  selling  prices  move
dramatically  lower,  as much as 30% in LCD TVs. In  anticipation of these price
declines,  the Company  limited its  exposure  which  affected  top-line  sales.
However,  this  direction  reduced  inventory  risk and resulted in higher gross
margins.

New products have always been the lifeblood of our company, and in 2007, it will
see its share of exciting  new  entries to the  market.  Everyone of our product
groups will be rolling  out new  products  as well as  investigating  new market
opportunities  to drive sales in 2007, like the new mobile  multimedia  category
that has  revitalized  auto  sound,  a  category  that  just a few years ago was
considered too mature for significant growth.

Several new multimedia models including the first with twin-core  processor will
hit the shelves during the second quarter,  and we anticipate strong demand. Our
Mercedes headrest program designed to work with the active restraint system from
Mercedes  ships  this  month,  as does  our  portable  GPS and XM  plug-and-play
combination unit, the Jensen NAV 1000.

On the consumer side,  revolutionary acoustic research wireless speakers will be
on store  shelves  in less than 60 days.  And while it won't be a driver  for us
this year,  our  entrance  into  digital  picture  frames is another  example of
category expansion through new product development.

The  Accessory  group has equally  exciting  high-tech  products  coming for the
second  quarter.  From RCA,  a complete  line of  flat-wire  solutions  designed
specifically  for flat-panel TV  applications.  They include  cables,  including
HDMI,  low-profile  cable covers,  flat power cords,  even a slimmed-down  power
conditioner that fits neatly behind a flat-panel TV. From Acoustic Research, the
focus is on  connectivity  with the iPod  blackVault  Speaker system leading the
way.

Under Jensen,  we have  launched new sport phones which are wireless  headphones
with  built-in MP3 players with 512 Mb capacity.  From Terk,  new HDTV  antennas
continue to reinforce Terk's position as a leader in reception.

In  closing,  the  past  two  years  have  been  difficult,  marked  by  change,
restructure,  market  issues  beyond our  control,  and a  challenging  economic
environment.  But we have prevailed and emerged as a leaner,  more automated and
competitive  company, and we are committed to profitability and will provide the
necessary  resources  to ensure that our  operations  can compete and our brands
will continue to develop innovative products.

And  finally,  we exit the year with over $156  million in cash to  continue  to
pursue acquisitions,  and we intend to do so. We remain active on the M&A front,
seeking the right opportunity to add profitable business to this company.

I'd like to thank you for your time and your  support.  I would like to now turn
the call over to Michael, and then we'll open it up for some questions. Mike?


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

                                       6


 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO

 Thanks,  Pat.  Good  morning,  everyone.  I am going to  provide a recap of our
fourth-quarter  results and then spend a little more time on annual  comparisons
and walk you through what  transpired  throughout the year. Just please note for
fiscal year  comparisons,  the prior year is March 1, 2005 through  February 28,
2006.  Also, this is fiscal ending February 28, 2007, or fiscal 2007, and we are
entering fiscal 2008.

Consolidated  sales for the fourth  quarter  were $96.1  million  versus  $103.1
million  last year,  a decrease  of 6.7%.  Sales in our Mobile  group were $78.4
million  versus  $70.8  million in the fourth  quarter of 2006,  an  increase of
10.6%.  Mobile sales were up due to higher sales in Phase  Linear,  Code Systems
accessories  and revenue  from our  European  operations,  offset by lower other
audio  security  sales.  Mobile  sales  included   approximately  $10.4  million
accessories sales from our recent Thomson  acquisition,  which closed at the end
of January.

Mobile  represented  81.5% of the 2007 fourth  quarter  versus 68.6% in the same
period  2006.  Consumer  Electronics  were $17.8  million,  a decrease  of 44.7%
compared to the sales of $32.2 million in the  comparable  2006 fourth  quarter.
Consistent  with prior  remarks,  the Company  continued to avoid DVD and LCD TV
quotes as we sought to limit our exposure in the post-holiday season.

As a percentage  of sales,  CE sales were 18.5%  versus  31.2% last year.  Gross
margins  increased to 18.8%,  compared to 15.2% last year. Our margins this year
were favorably  impacted by higher margins in mobile video and mobile multimedia
categories,  as well as higher margins in our accessory products.  Lower margins
in the CE side offset some of these gains.

Gross  margin's  improvement  has also been  impacted by actively  managing  our
inventory  and buying  programs to limit risk.  Fourth  quarter gross margins of
18.8% were also up compared to 16.7% in the third fiscal  quarter ended November
30. Overhead for the quarter was $20.7 million versus $18.8 million last year up
10%. The increase in overhead is primarily related to higher expenses associated
with the integration of the Thomson  acquisition,  increased bad debt provisions
as a recovery,  which did not happen last year -- which  happened  last year and
did not occur this year, and increased  employee benefits related to healthcare,
increased engineering costs, and legal settlements, and excuse me, and increased
engineering costs.

We reported a net loss from  continuing  operations  of  $305,000,  or a loss of
$0.01 a share,  compared to net income of  $367,000,  or net income per share of
$0.02,  in the fourth quarter of 2006.  Including  discontinued  operations,  we
reported a net loss of $485,000,  or $0.02 a share, compared to $183,000 profit,
or $0.01 a share last year.

                                       7


Summing up the fourth quarter, one, sales were lower versus last year's quarter,
as we anticipated  and have discussed with everyone on previous  calls.  Two, we
continue  to pass on lower CE gross  margin  deals.  Three,  we are  continually
revamping our product  portfolio to achieve higher returns and as a result,  our
margins are improving,  as Pat has previously  outlined.  And four, a portion of
the small loss for the quarter relates to expenses from the  acquisition,  as we
were  paying  transition  fees to Thomson to operate  within  their  systems and
facility.

As of May 1, we will have  moved to  completely  to the  Audiovox  systems,  its
operations,  and its  facilities  and we will  begin to enjoy  some  integration
savings as we move  forward.  For our  existing  Audiovox  operations,  we fully
expect to see improvement in our overhead costs.

As for  fiscal  year-over-year  comparisons,  consolidated  net sales  were $456
million versus $526 million last year, down 13.3%.  Revenues for both our Mobile
and  Consumer  groups  declined  this year,  but the real impact was felt in our
Consumer,  as sales were down approximately  27%, or $52 million.  CE sales were
$139.3 billion versus $191.3 million last year and  represented a 30.5% of total
sales in fiscal 2007, compared to a 36% in fiscal 2006.

Due to our plan to increase  margins,  we passed on several TV and  portable DVD
quotes,  as both categories have become  increasingly  unstable due to continued
price  erosion  and the  gross  margin on these  transactions  did not allow the
inventory or operational  risk. In anticipation of the declining CE sales prices
and margins,  we have reduced our inventory  purchases  throughout  the year and
primarily around the holiday season.

Mobile electronics sales were $317.4 million,  compared to $335.5 million,  down
5.4%, and comprised  69.5% of total sales.  There were a number of factors which
lead to this decline in sales.  First, we lost  approximately 5 months of excess
XM  plug-and-play  sales related to previously  discussed issues of an SEC block
which has since been removed. We lost a few lines with multimedia for our mobile
multimedia  sales as  product  was  delayed  in  introduction  due to  financial
problems for the primary  supplier  which we  replaced.  Also as a result of the
mild winter season, we sold few remote starts, a trend which was felt throughout
the industry.

Additionally  impacting  revenue was our  announced  exit of the  product  lines
Rampage,  Prestige,  and Video-in-the-Bag at the end of fiscal 2006.  Offsetting
these declines were increased revenue in Phase Linear,  Audiovox  Germany,  Code
Systems,  and  approximately  $10.4 million accessory revenue as a result of the
Thomson acquisition this past February.

Our gross  margins  for the year were 17.3%,  compared to 11.5% in fiscal  2006.
Gross margins  increased as a result of improving margins in our mobile category
based on better pricing as well as improved inventory  management.  Overall,  we
continue to institute  and improve  existing  buying and  inventory  systems and
control to prevent further write-downs and enhance inventory turnover.

                                       8


Adjusting  the 2006 gross  profit  margin  for the  inventory  write-down  which
occurred, as we discussed last year, margin in 2006 would have been 13.4% versus
our 17.3% fiscal 2007. As a result of improving  margins,  gross profit  dollars
increased by $19 million on $70 million fewer sales.

Prior to the new acquisition cost, operating expenses for the year declined $2.2
million,  or 3%,  compared  to  fiscal  2006.  Including  the  new  acquisition,
operating expenses declined $1.1 million, or 1.3%.  Operating expenses this year
were  affected by legal  settlement  fees of $1.6  million,  approximately  $1.2
million of expenses  from  Thomson  acquisition,  and  stock-based  compensation
expenses of $432,000.

Selling expenses without the acquisition  decreased $2.9 million, or 10%, due to
a $1.9 million  decrease in  commission  expenses  and lower  consumer and print
media  advertisements.  G&A expenses,  without acquisition  expenses,  increased
$145,000,  or less than 1%. We had higher employee  benefit costs as a result of
stock-based  compensation  charges and higher health plan costs, and also higher
legal fees.  Offsetting these increases were lower other  professional fees, bad
debt expenses, and office hours.

Our engineering and tech-support  expenses  increased due to increased  engineer
hires to improve product  development and customer service  personnel.  Interest
and bank charges  decreased  $450,000 due to the reduction in  outstanding  bank
obligations and long-term debt. Interest and bank charges represent expenses for
debt and bank  obligations  of Audiovox  Germany and Venezuela and insurance for
capital leases.

Equity income of the equity investees increased to $474,000 due to higher equity
income of ASA, which saw higher sales and gross margins.  Other income  declined
due to a one-time  unrealized  gain of  approximately  $2.5  million,  which was
reported in fiscal 2006. This is in connection with our Bliss-Tel investment and
was partially offset by other (inaudible) charges of $1.8 million related to our
CellStar  investment  also in fiscal  2006.  The decline  was further  offset by
higher interest income from our short-term investments this year versus last.

The  effective  tax rate for fiscal  2007 was a benefit of 71.1%,  compared to a
benefit of 68.1% in the prior year. The interest income earned on our short-term
investments  was tax exempt,  which results in our effective tax rate being less
than the statutory rate. Last year's effective tax rate was also impacted by the
favorable outcome of $3.3 million due to completion of certain tax examinations.

Even  though  revenue  declined  in 2007 as a result  of  improved  margins  and
overhead  reductions,  fiscal  operating  loss for the Company was reduced to $5
million  versus  $25  million  loss for fiscal  2006.  Our  pretax  income  from
continuing  operations  was $2.2 million versus an $18.1 million loss for fiscal
2006.

                                       9


We reported net income from  continuing  operations  of 3.7, or $0.16 and share.
This compares to a net loss from continuing ops of $15.8 million,  or a net loss
of $0.25 a share, for 2006. Including discontinued operations,  we had income of
2.9,  or $0.13 and share  versus a net loss of $8.2  million,  or $0.36 a share,
last year.

The Company generated approximately $43.4 million as a result of net income from
operations and increased balance sheet management. Our accounts receivable turns
were 63 days versus [62] days.  Our  inventory  days on hand were 84 days versus
91. Our inventory  balance as of February 28, 2007 due to the  acquisition  were
$105 million versus $96 million in 2006.  When adjusting for the acquisition and
inventory,  our inventory balance was $73 million, or a reduction of $23 million
from fiscal 2006.

Working  capital was $301 million  with cash  balances of $156 million for 2007.
This  compares to working  capital of $340  million  with cash  balances of $177
million for 2006.  This  reduction was primarily  the  acquisition  of accessory
business.

To summarize our cash position  since the sale of the wireless group in November
2005, we have purchased three businesses for approximately $82 million.  When we
started,  we had $138 million on cash  balances  from the wireless  sale.  After
completing the acquisitions, our cash balance as of February, 28, 2007, was $156
million. During this period we generated an additional $100 million internally.

We have completed our 404 testing and our internal controls are deemed effective
with no material weaknesses or any significant deficiencies.

As it is our policy,  we do not provide  financial  guidance.  What I can say is
that in fiscal 2008, we anticipate  our sales and profits will be up. We believe
the acquired  businesses,  most notably the RCA accessory business,  will have a
positive  impact  on  our  sales  and  marketing  initiatives  and  our  overall
operations.

Collectively  Audiovox  should be able to post higher margins and lower expenses
as a percentage of sales, which should result in higher returns. I will turn the
call back to Pat and will be available for questions.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Okay.  Thank you,  Mike,  and if anybody  has any  questions,  please  identify
yourself and we will be more than happy to review them with you.





                                       10




 QUESTION AND ANSWER



- --------------------------------------------------------------------------------
OPERATOR


 (OPERATOR INSTRUCTIONS). Thomas Kahn, Kahn Brothers.


- --------------------------------------------------------------------------------
 THOMAS KAHN  - KAHN BROTHERS & COMPANY - ANALYST


 Hi guys.  XM  satellite,  could you tell us how the sales are going with the XM
satellite product and do you also do Sirius as well?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Okay, Tom. Good morning. As far as XM, we -- (technical difficulty)


- --------------------------------------------------------------------------------
OPERATOR


Hi, I'm sorry.  It seems as though he must've placed his phone on hold and music
was playing.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Okay.


- --------------------------------------------------------------------------------
OPERATOR


 Mr. Khan -- (OPERATOR INSTRUCTIONS)


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Well,  to  answer  Tom's  question,  we  will  have  three  new XM  models,  XM
plug-and-plays,  this year and we continue to have the direct-connect units that
we had last year and we will also be  handling  all of the  accessories  for the
plug-and-play products.

So we  anticipate  an  increase  in  sales of XM for  this  year for us.  As his
question  relates to Sirius,  we provide Sirius products to Toyota and to Jaguar
on an OEM import basis.


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

                                       11


OPERATOR


Pardon the  interruption.  We do have Thomas Kahn,  again,  with Kahn  Brothers.
Please proceed.


- --------------------------------------------------------------------------------
 THOMAS KAHN  - KAHN BROTHERS & COMPANY - ANALYST


 Sorry. Thank you very much for answering the question, Pat.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 You are very welcome.


- --------------------------------------------------------------------------------
OPERATOR


 (OPERATOR INSTRUCTIONS). Richard Greenberg, Donald Smith and Company.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 I have two questions.  Mike, just, first, a quick one for you and I haven't had
a chance to read the 10-K,  so I apologize  if it is in there.  But it looked me
like your  actual  shares  outstanding  were up about 0.5 million  quarter  over
quarter. Is that correct and if so, why is that?


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO


 Yes, Tom, this is Mike  speaking,  yes it is. And that would be there were some
shares being sold under the options program.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 Okay. Did you guys actually buy back any stock in the fourth quarter?


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

                                       12


 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO


 No, we did not.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 Okay. And I guess, Pat, just generally, could you give us some sense of how the
Thomson  integration  has  gone?  Are you  pleased  so far  and  are  the  sales
projection for that division and the margins and your expense  integration going
as you had hoped?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Yes,  actually the sales came in based right on top of the budgets that we were
looking  at.  We have  completely  transitioned  out -- you know we had a 90 day
transition  period with Thomson  where they were  providing  services for us. We
have  completely  transitioned  away from Thomson at this point,  so  therefore,
those expenses will be eliminated.

We are on our systems.  We are in our  warehouses  now, so the first part of the
major  transition has occurred on time and within the budgets that we had given.
And their sales are coming in right where we had predicted.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 Okay.


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO


 Rick,  this is Mike speaking  again.  I think I read the columns the wrong way.
The shares actually year over year decreased by approximately 100,000 shares.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 Okay,  Mike.  Just to clarify,  because I am just  looking at the cover of your
10-K, which shows class A, I believe,  it shows 20.643 million shares,  which is
up from about 20.1 million,  you know, round numbers.  So that shows it being up
0.5 million. Am I wrong?


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

                                       13


 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO


 No, Tom, I don't have K with me right now,  but looking at the share count that
we put out in the press release.  As of February 28 and the quarter  ending,  we
had outstanding 25.526 million. That is without the dilution. And as of the year
ended,  it was 22,326  because we use the  average of method.  But I will take a
look at that for you Rick and get back to you.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 Yes, sure,  because  sometimes  there is confusion  that you guys,  like in the
outstanding  that is  shown on the  cover of the  10-K,  you  guys  include  the
treasury stock and it shouldn't be included.


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO


 I don't think it is in there, but I will check it out for you.


- --------------------------------------------------------------------------------
 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 Okay. Yes, just 10-K versus your last 10-Q, or your proxy,  whatever,  it looks
like it is up 0.5 million, so if you could just check that out.


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SVP, CFO


 I will do it for you.


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

                                       14


 RICHARD GREENBERG  - DONALD SMITH & COMPANY - ANALYST


 All right, thanks.


- --------------------------------------------------------------------------------
OPERATOR


 At this time, there are no further questions in queue.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT, CEO


 Okay everyone.  I appreciate  your calling in this morning.  We appreciate your
interest in  Audiovox,  your  support of  Audiovox,  and please have a nice day.
Thank you.


- --------------------------------------------------------------------------------
OPERATOR


 Thank you for your participation in today's  conference,  ladies and gentlemen.
All parties may now disconnect. Enjoy your day.



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

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                                       15