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): April 10, 2006

                              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))




                                       1




ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 10, 2006,  Audiovox  Corporation (the "Company") issued a press release
announcing  its earnings for the three months ended February 28, 2006. A copy of
the release is furnished herewith as Exhibit 99.1.


ITEM 8.01 OTHER EVENTS

On April 11, 2006,  the Company held a conference  call to discuss its financial
results for the three months ended February 28, 2006. 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.






                                       2




                                   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:    April 12, 2006         By: /s/ Charles M. Stoehr
                                    --------------------------------------------
                                        Charles M.  Stoehr
                                        Senior Vice President and
                                        Chief Financial Officer



                                       3




                                  EXHIBIT INDEX




   EXHIBIT NO.          DESCRIPTION


       99.1             Press Release, dated April 10, 2006, relating to
                        Audiovox Corporation's earnings release for the three
                        months ended February 28, 2006 (filed herewith).


       99.2             Transcript of conference call held on April 11, 2006
                        at 10:00 am (filed herewith).

                                       4













  AUDIOVOX CORPORATION REPORTS RESULTS FOR THREE MONTHS ENDED FEBRUARY 28, 2006

HAUPPAUGE,  NY,  APRIL 10,  2006 - Audiovox  Corporation  (Nasdaq:  VOXX)  today
announced results for its transition period, ended February 28, 2006.

The Company had previously indicated in its February 13, 2006 press release that
it would be  changing  its fiscal  year end from  November 30 to February 28 and
that it  would  file a Form  10-K  for the  transition  period.  However,  after
evaluating the internal resources and requirements  necessary for the transition
period,  the Company has decided to file the transition report for the change in
year-end  on Form  10-QT.  The report may be viewed by  visiting  the  Company's
website,  www.audiovox.com  or the  Securities  and  Exchange  Commission  site,
www.sec.gov.

Audiovox  Corporation  (the  "Company")  reported  net sales for the  transition
period ended February 28, 2006 of $103.1  million,  a decrease of 11.1% compared
to net sales of $116.0  million  reported in the same period last year  ("fiscal
2005 first quarter").  Net income from continuing operations was $0.4 million or
income of $0.02 per diluted  share  compared to a net loss of $0.6  million or a
loss of $0.02 per diluted share in the comparable  prior year period.  Including
discontinued operations,  the Company reported net income of $0.2 million or net
income per  diluted  share of $0.01  compared  to a net loss of $1.2  million or
$0.05 per diluted  share in the similar  2005 period.  Net income was  favorably
impacted by a tax benefit of $1.9  million  during the  transition  period ended
February 28, 2006.

Mobile  Electronics,  which represented 68.7% of net sales,  reported revenue of
$70.8 million  compared to net sales of $74.7 million reported in the comparable
prior year period.  Mobile  Electronics sales were adversely impacted by a sales
decline in  private  label  products  and lower  priced  satellite  radio  units
compared to the prior year period.  Offsetting  these  declines  were  increased
sales generated from the Terk product line,  which was acquired in January 2005,
higher sales of Jensen mobile multi-media  product lines and higher sales of our
DVD Shuttle system. Consumer Electronics,  which represented 31.3% of net sales,
had sales of $32.2  million,  a decrease of 22.0% compared to net sales of $41.3
million reported in the comparable 2005 period.  This decrease was due primarily
to  lower  sales  of  portable  DVD and LCD flat  panel  TV's as a  result  of a
non-recurrence of one-time retail  promotional offers that occurred in the prior
year comparable period.

Gross margins for the period ended February 28, 2006 were 15.2%,  as compared to
13.9%  reported in the  comparable  year-ago  period and 6.2% reported at fiscal
year-end.  The  increase  in  gross  profit  margins,  both  year-over-year  and
sequentially,  was  related  primarily  to higher  margins in the  mobile  video
category as new mobile video products were introduced  earlier this year, higher
margins  associated with the Jensen product line as well as a reduction in lower
margin products in the portfolio mix which are now considered "discontinued."

Operating  expenses for the transition period ended February 28, 2006 were $18.8
million,  a decrease of $3.1 million or 14.0% as compared to operating  expenses
of $21.9 million  reported in the fiscal first quarter ended  February 28, 2005.
The  reduction in operating  expenses was seen in most areas,  as SG&A  expenses
were down due to lower  sales  volume and  corporate  expenses  were down due to
reduced advertising costs, officer salaries and professional fees.

                                     -MORE-

                                  EXHIBIT 99.1





AUDIOVOX REPORTS RESULTS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2006
PAGE 2 OF 5

Patrick Lavelle, President and CEO of Audiovox stated, "Our results this quarter
reflect many of the changes that were  implemented  over the past six months and
we believe we're on track to restoring  historical  profitability  levels in the
near-future.  While our sales were off versus the  comparable  period last year,
there are  several  lines that are no longer in the product mix and there were a
number of  one-time  retail  promotions  that took  place  last year and did not
repeat this year.  Most of our product lines are performing  well and as we gear
up for new  product  introductions  over the next 90 days  and  beyond,  we feel
confident  that we will  begin  posting  stronger  results,  both on the top and
bottom-lines."

Lavelle continued, "We are especially pleased with the outlook for our satellite
radio,  mobile  video,  mobile  multi-media  and LCD TV line-up in fiscal  2006.
Customer  demand has been strong and there has been a lot of interest  regarding
our  new   offerings,   which  were  displayed  at  CES  earlier  in  the  year.
Additionally,  there's been a great deal of interest in Home Decor, our new home
speaker  concept under the Acoustic  Research  brand,  which is in active market
test this quarter.  Acquired brands have been performing  well, our partnerships
are  strong  and  our new  supply  agreements  in  satellite  radio,  one of our
identified growth categories,  should protect us from market volatility that may
occur.  With new products  coming to market this Summer,  a solid cash position,
strong balance sheet and improved  operating  structure,  we believe Audiovox is
well-positioned for the future."

During the transition period,  Audiovox repurchased 168,800 shares of its common
stock for a total purchase price of approximately $2.3 million.  This is part of
the Share Repurchase Program previously  authorized by the Board of Directors in
September, 2000.

TRANSITION PERIOD CONFERENCE CALL

The Company will be hosting its  conference
call  tomorrow  morning on  Tuesday,  April 11th at 10:00 a.m.  EDT.  Interested
parties   can   participate   by   logging   onto  the   Audiovox   website   at
http://www.audiovox.com under "Investor Relations". For those who will be unable
to  participate  on the call,  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.

                 TOLL-FREE CALL-IN NUMBER (REPLAY): 888-286-8010
               INTERNATIONAL CALL-IN NUMBER (REPLAY): 617-801-6888
                              ACCESS CODE: 19305716

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

                                     - MORE-





AUDIOVOX REPORTS RESULTS FOR THE PERIOD ENDED FEBRUARY 28, 2006
PAGE 3 OF 5

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-QT  for the
transition period ended February 28, 2006.

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

                                    - MORE -






                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

                                                      NOVEMBER 30,  FEBRUARY 28,
                                                          2005          2006
                                                  ----------------  ------------
                                                                     (UNAUDITED)

ASSETS

Current assets:

   Cash and cash equivalents                             $ 14,164      $16,280
   Restricted cash                                          1,474        1,488
   Short-term investments                                 108,766      160,799
   Accounts receivable                                    128,430       88,671
   Inventory                                              129,120       96,150
   Receivables from vendors                                 8,075        9,830
   Prepaid expenses and other current assets                6,749        6,023
   Deferred income taxes                                    9,992        8,218
                                                         --------      -------
       Total current assets                               406,770      387,459

Investment securities                                      11,998       14,709
Equity investments                                         12,073       11,834
Property, plant and equipment, net                         19,717       18,799
Excess cost over fair value of assets acquired             16,138       16,067
Intangible assets                                          11,060       11,002
Deferred income taxes                                       6,054        3,989
Other assets                                                2,054        2,153
                                                         --------      -------
       Total assets                                     $ 485,864    $ 466,012
                                                        =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                     $ 23,998       $13,776
   Accrued expenses and other current liabilities         24,574        17,907
   Accrued sales incentives                                9,826         8,512
   Income taxes payable                                    1,770             -
   Bank obligations                                        4,757         5,329
   Current portion of long-term debt                       1,357         1,371
                                                         -------        ------
       Total current liabilities                          66,282        46,895

Long-term debt                                             6,357         5,924
Capital lease obligation                                   5,917         5,892
Deferred compensation                                      6,151         6,569
                                                          ------        ------
       Total liabilities                                  84,707        65,280

Commitments and contingencies
Total stockholders' equity                               401,157       400,732
                                                         -------       -------
Total liabilities and stockholders' equity              $485,864     $ 466,012
                                                        ========     =========




                                       4




                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE THREE MONTHS ENDED FEBRUARY 28
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
                                   (UNAUDITED)


                                                             2005         2006
                                                             ----         ----

Net sales                                                $  115,980   $ 103,050
Cost of sales                                                99,909      87,400
                                                          ---------    ---------
Gross profit                                                 16,071      15,650
                                                          ---------     --------

Operating expenses:
     Selling                                                  7,991       6,824
     General and administrative                              12,414      10,517
     Engineering and technical support                        1,467       1,468
                                                           --------      -------
     Total operating expenses                                21,872      18,809
                                                           --------      -------
                                                             (5,801)     (3,159)
Operating loss                                             ---------     -------

Other income (expense):
     Interest and bank charges                                 (633)       (560)
     Equity in income of equity investees                       353          474
     Other, net                                               4,605       1,769
                                                           ---------     -------
     Total other income, net                                  4,325        1,683
                                                           ---------     -------

  Loss from continuing operations before income taxes        (1,476)     (1,476)
Income tax benefit                                              924       1,843
                                                            --------     -------
  Net (loss) income from continuing operations                 (552)        367

  Net loss from discontinued operations, net of tax            (653)       (184)
                                                            --------     -------

Net (loss) income                                          $ (1,205)      $ 183
                                                           =========      ======

Net (loss) income per common share (basic):
   From continuing operations                              $  (0.02)     $ 0.02
   From discontinued operations                               (0.03)      (0.01)
                                                           ---------     -------
Net (loss) income per common share (basic)                 $  (0.05)     $ 0.01
                                                           =========     ======

Net (loss) income per common share (diluted):
   From continuing operations                              $  (0.02)     $ 0.02
   From discontinued operations                               (0.03)      (0.01)
                                                           ---------    --------
Net (loss) income per common share (diluted)               $  (0.05)     $ 0.01
                                                           =========    =======

  Weighted-average common shares outstanding (basic)     22,051,443  22,526,497
                                                         =========== ===========
  Weighted-average common shares outstanding (diluted)   22,051,443  22,766,593
                                                         =========== ===========



                                       5




                                Final Transcript



   CONFERENCE CALL TRANSCRIPT

   VOXX - Q1 2006 AUDIOVOX CORPORATION EARNINGS CONFERENCE CALL

   EVENT DATE/TIME: APR. 11. 2006 / 10:00AM ET



                                  Exhibit 99.2
                                       1






CORPORATE PARTICIPANTS
 GLENN WIENER
 GW Communications - Investor Relations

 PATRICK LAVELLE
 Audiovox Corporation - President and CEO

 MICHAEL STOEHR
 Audiovox Corporation - Senior Vice President and CFO



CONFERENCE CALL PARTICIPANTS
 JOHN BUCHER
 Harris Nesbitt - Analyst

 THOMAS KAHN
 Kahn Brothers & Company - Analyst



 PRESENTATION



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


Good day ladies and  gentlemen.  Thank you for  standing  by, and welcome to the
Audiovox  Corporation's  First Quarter 2006 Earnings Conference Call. My name is
Carlo, and I'll be your coordinator for today's presentation.

[OPERATOR INSTRUCTIONS]

I would  now  like to turn  the  presentation  over  to your  host  for  today's
conference Glenn Wiener, Investor Relations. Please proceed, sir.


- --------------------------------------------------------------------------------
GLENN WIENER  - GW COMMUNICATIONS - INVESTOR RELATIONS


Thank you, and good morning  everyone.  Welcome to Audiovox's  transition period
conference  call for the  quarter  ended  February  28,  2006.  As the  operator
mentioned   today's   call  is  being   webcast  from  the   company's   website
www.audiovox.com  under the Investor  Relations  section,  and a replay has been
arranged  for those that are unable to  [participate]  today.  A replay  will be
available  approximately one hour after the completion of the call or by dialing
888-286-8010 and entering pass code 19305716.

Transition period results released yesterday after market close, if you have not
received a copy of the  announcement  you can obtain one by calling my office at
the completion of this call or by visiting the company's website.  Additionally,
Forms 10-Q  [technical  difficulty]  for the quarter  ended  February 28th filed
yesterday can be found on our website under SEC filing.

Now to the matter at hand. Speaking from management this morning will be Patrick
Lavelle,  President and CEO and Michael Stoehr,  Senior Vice President and Chief
Financial Officer. Both will make opening remarks before opening up the call for
questions. Before getting started, I've been instructed by legal counsel to read
the following Safe Harbor statement.

Except for historical  information  contained herein  statements made on today's
call and 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.  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 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;  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.

                                       2


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 numerous  restatements  or other core
factions.  Risk factors  associated  with our  business,  including  some of the
factors set forth herein,  are detailed in the  Company's  Form [10-K/A] for the
fiscal year ended  November  30,  2005 and on our Form 10-QT for the  transition
period ended February 28, 2006. Thank you again for your participation.

And at this time I'd like to introduce  Patrick  Lavelle,  President  and CEO of
Audiovox.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


Thank you Glenn,  and good morning  everyone.  I'd like to start today's call by
briefly  reviewing  our  transition  period of results and  updating  you on the
Company's  initiatives  as we move  through  2006.  I'll then turn the call over
Michael  who will  provide  more  details  on the  financials.  As you know from
previous  announcements  the  Company has changed its fiscal year to begin March
1st and end  February  28th,  so what was our  first  quarter  has now  become a
transition period quarter.

Yesterday we reported  transition period sales for the period December 1st, 2005
to February 28th, 2006, 103.1 million versus 116 million in the same period last
year. We reported net income from continuing operations of approximately 400,000
or $0.02 per diluted  share,  compared to a loss per share of $0.05 in the first
quarter of '05.

Including  discontinued  operations,  we reported  transition  period  income of
183,000 or a penny per share  compared to a net loss of $0.05 in the  comparable
period  last year.  Mobile  Electronics  represented  68.7% of our sales at 70.8
million,  versus  64.4% or 74.4  million in the first  quarter of '05.  Consumer
sales were 32.2  million or 31.3% of sales this  year,  versus  41.3  million or
35.6% for sales last year.

Our gross  margin for the period was 15.2%  versus 13.9 for the same period last
year.  Sequentially,  margins  are up 9% from 6.2%  reported in Q4. Keep in mind
that many of the  discontinued  lines  that were sold last year are for the most
part out of the mix now.  Additionally,  our margins were favorably  impacted by
higher margins associated with new mobile video products in the Jensen line.

On a sequential  basis,  margins were also impacted  positively in the satellite
radio  category  given our new  relationship  with XM. We  expect  margins  will
continue  to rise and  reach  historic  levels as we move to new  products  with
higher grosses over the coming  quarters.  For those who are unfamiliar with our
business the December 1st to February 28th period is  traditionally  our weakest
marked by slower sales and post-holiday return.

Lower Consumer Electronics sales contributed to the revenue reduction during the
transition period due to a combination of lower portable DVD and LCD TV sales as
several  one-time  retail  promotions  from 2005 did not repeat,  as well as our
decision  to pass on several  portable  DVD deals  where  profit  potential  was
questionable. As I said before our focus in 2006 is on profitability.  Of course
we  are  looking  to  grow  the  top  line  and  believe  that  there  are  many
opportunities  to do so whether  organically or via  acquisition  but not at the
expense of profit.

In Mobile  Electronics  most  categories  were up or even with 2005  except  for
satellite  radio  where unit sales  exceeded  unit sales of '05,  but at selling
prices that were roughly 50% below the selling prices last year at this time. In
addition,  the Company is no longer supplying  plug-n-play systems at retail for
Sirius, but rather concentrating our efforts for Sirius on OE programs.  As I've
indicated  before  our focus in  satellite  radio  this  year was to modify  our
business  model in order to mitigate our exposure in this volatile  category and
we have accomplished this with XM.

Now I'd like to discuss the balance of the year.  Over the past 18 months  sales
of our mobile video products have been hit hardest,  having a material impact on
our sales and profits.  However, as expected,  this category is stabilizing with
improving  margins.  Sales of our mobile video show are increasing monthly as we
expand  distribution  beyond  big box  retailers  and our new  headrest  systems
started  shipping this month.  In June, we expect delivery of the balance of our
'06 program and our new largest ring overheads.  These new products carry higher
margins  overall  which as I've  indicated  will  help this  category  return to
traditional gross profit levels though not at the volume of years past.

Satellite  radio  continues to be a strong  component  of our mobile  electronic
sales. Since we began shipments of our XM Express  Plug-n-Play  Receiver we have
literally shipped every unit that has arrived.  Demand has been such that we are
expanding  production  and expect that to positively  impact sales in the second
half of the year.  Our new  agreement  with XM puts us in a  position  to be the
number one supplier of XM products in the after market while  mitigating much of
the  market  risk that we had faced last year.  Margins  in this  category  will
improve  dramatically due to this agreement and the discontinuance of the Sirius
plug-n-play business which had a big drag on margins in 2005.

                                       3


The Jensen car audio line exceeded projections and our mobile multimedia systems
remain number one and number two in market  share.  New  multimedia  systems now
delivering  take  advantage of the latest  convergence  technologies  that marry
communications, navigation and entertainment in one system with features such as
Bluetooth,   touch  screens,   satellite  radio,   navigations,   iPod  and  MP3
capabilities to name a few.  Margins will improve here as well as the multimedia
units  replace  older CD  products  and we have  completed  the  closeout of the
Rampage and Prestige audio lines.

In 2005, we entered the collision  avoidance  market which we believe will enjoy
good growth. We are supporting "Kids In Cars," a non-profit organization focused
on drawing  attention to accidents  with children and cars and working to secure
legislation  to protect  kids.  Our  products in this  category  include  backup
sensors,  unique  cameras  like our trail  hitch and license  plate  systems and
screens  embedded in rearview  mirrors to limit  driving  distraction.  Look for
these products at major retailers this summer.

Much of our 2006  Mobile  Electronics  lineup is on the way as I speak.  It is a
deep line  supported by respected  brands.  We expect to get back to traditional
profit  levels in this  category  and return  Mobile  Electronics  to the profit
driver that it has been for most of our history. In addition, we anticipate that
mobile will grow throughout the year as a percentage of sales thus improving our
overall profitability levels.

Our Consumer  Electronics  group is perhaps the most volatile in our mix. Unlike
Mobile Electronics their trends are somewhat more predictable.  CE can post wide
fluctuations  as a result of one-time  retail  promotions at big box  retailers.
This was the case when  comparing  our results in this period  versus last year.
Portable  DVD which  represents  a  significant  portion  of our CE sales is one
product category that also is easily affected by market volatility especially as
retailer directive support programs become more popular.

In 2005 I cautioned -- in 2004,  excuse me, I cautioned  everyone  that portable
DVDs have become a commoditized  item. That situation  continues in 2006, and we
believe that there will be  substantial  volatility as prices  continue to erode
particularly  on entry  level  units.  We will  still be a major  player  in the
portable  DVD  category,  but  we do not  expect  to  see  year-over-year  sales
increases.  Again,  this is  consistent  with our  focus of  increasing  overall
profitability.

LCD TV's  continue  to sell well and our new  lineup is  scheduled  to arrive in
June.  Our new offerings  will consist of LCD TV's in 32 and 37-inch  models and
new 42 and 50-inch  plasma models.  Our strength in this market  continues to be
with  regional  power  retailers  and smaller  chains and we continue  view this
market as a major contributor to our overall sales mix.

New to our consumer  electronics  group will be our portable GPS system designed
primarily  for car to car use.  We will  introduce  three  models  in June  that
feature  built-in maps, XM ready  capability  and a variety of high-tech  extras
like MP3 and PDA.  We are  especially  excited  over the  fourth  quarter  model
scheduled to arrive in August which will double as an XM plug-n-play receiver as
well as GPS unit. As I've said on our last  conference  call, I believe that the
uniqueness  of this  particular  GPS  product  will allow us to hold margin in a
category that is growing very quickly.

Our new Home Decor line which we are marketing under the Acoustic Research brand
will test market in the two largest consumer electronics retailers at the end of
this month and we anticipate the full rollout to our customer base should return
sometimes  towards  summer,  but higher  volumes  should occur by the end of the
year. We are very excited about this product potential, as initial response from
our retailers is very strong and we anxiously  await the test market results and
full rollout of this line.

Our acquisitions have all been successfully integrated into our operations.  All
performed well and were profitable in the transition  quarter with the exception
of our  European  operation  which lost money for the  quarter  due largely to a
sluggish  German  economy and lower sales in Russia due to a  particularly  cold
winter. We fully expect this business unit to rebound as we move into the spring
season especially with the impressive lineup of mobile multimedia  products that
were  unveiled at the  tradeshow in Germany just a few days ago and the reaction
and orders which exceeded last year's event.

We have  done a great  deal of work in 2005 and in the  early  months of 2006 to
position  this company to be  consistently  profitable.  We are working with two
investment banking firms to identify the appropriate  acquisitions that fit with
our long term  growth  plan.  We have  substantially  cut  overhead  down 14% as
compared to last year. We have  rationalized  every product line and  eliminated
duplicity  in the  underperforming  lines  and feel  very  confident  about  our
existing portfolio.  We've developed a strong 2006 lineup across all brands that
we expect will generate stronger margins.

                                       4


We've restructured vendor and supplier agreements to mitigate market uncertainty
and  volatility  where we can,  which will help us become  more  consistent  and
maintain better overall  profitability,  and we have added strengthened depth to
our  operational  team so that we can continue to squeeze our  efficiencies  and
improve systems and controls.

In closing,  we believe our  performance  is improving  and we will  continue to
strengthen as we progress in 2006. While we have indicated our first priority is
to use our capital to invest in the business,  we have also made  investments in
our own securities  because we feel our stock is undervalued in the marketplace.
During the transition period we repurchased 168,800 shares or $2.3 million.

Today,  we have over $180  million in cash to invest in our business and for the
strategic  acquisitions  which  puts this  company  in a very  strong  financial
position.  While I cannot share  details with you at this time, as I said we are
very  active on the M&A front and hope to make  acquisitions  that make the best
sense for this company and its shareholders. As we begin fiscal 2006, we believe
we have all the  elements  in place to return  this  company to  consistent  and
improving profitability.

Now I'd like to turn the call over to Michael. Michael?


- --------------------------------------------------------------------------------
MICHAEL STOEHR  - AUDIOVOX CORPORATION - SENIOR VICE PRESIDENT AND CFO


Thanks,  Pat. Good morning  everyone.  Consolidated  sales for the  transitional
quarter were 103.1 million, versus 116 last year. Sales in our consumer group as
we reported were 32.2 million versus 41 million,  and in our Mobile  Electronics
group 70.8 million versus 74.7 million.  Our consumer group experienced  reduced
sales  in two  categories,  portable  DVD  and  LCD  TVs.  The  company  did not
participate this quarter in several retail  promotions which we did last year at
this time. We still anticipate LCD TV to be a growth driver for the company, but
we believe we will  continue  to  experience  price  pressure  on  portable  DVD
product.

Mobile  Electronics  was  impacted  by lower  sales and  private-label  video as
certain OEM programs have ended. Also though unit sales were up in our satellite
product our lower average sale price affected  total revenue.  Another effect --
another factor affecting the transitional  quarter,  were sales were down 38% in
Europe  reflecting the slowdown in the German economy.  So as mentioned,  we see
signs of improvement this quarter.

This was partially  offset by increased sales in Venezuela as we've shipped more
product to our OEM  customers.  We have had  favorable  increases in our Jensen,
Terk, and shuttle  product line up. Gross margins for the  transitional  quarter
were 15.2% as compared to 13.9% last year.  We're  beginning  to see some margin
improvement  in our key  categories as the lower margin  product being sold this
year is less than last  year.  During  the  transitional  quarter,  we were also
selling  inventory  which was  reserved  for during the 11/30  quarter,  but was
actually sold at cost during this quarter -- transitional quarter, which affects
our gross margin.

New products introduced earlier this year have begun shipping,  and we expect to
see gradual and  sequential  improvements  in our gross  margin in the  quarters
ahead.  Additionally our gross margins should be favorably  impacted,  as Mobile
Electronics  begins to represent a large percentage of our overall sales mix, as
Mobile Electronics has a higher gross margin than consumer goods.

Overhead  for the  quarter  was 18.8  million,  a decrease of 3.l million or 14%
versus the 21.9  million  last year.  This was a result of  reduction in officer
salaries -- office salaries,  headcount,  professional  fees,  provision for bad
debt, selling expenses,  basically all the expenses across the board, as well as
lower  advertising  expenditures.  Offsetting this decline was additional  audit
fees  associated  with the change in fiscal  year-end.  As a  percentage  of net
sales,  operating  expenses  decreased to 18.3 from 18.9% in the comparable 2005
period.

Net income from continuing  operations was 367,000 or $0.02 a share, compared to
loss of 552,000 or $0.02 a share last year. Including our discontinued operation
net income was 180,000 or $0.01 a share, versus a loss of 1.2 million or $0.05 a
share last quarter--that  last year.  Discontinued ops in the three months ended
February 28th,  2005 included the write down related to Audiovox  Malaysia which
was sold November 2005. The loss in 2006 for  discontinued ops in the transition
period is for legal and other costs associated with contingencies related to our
discontinued side of our business.

Interest  and bank  charges  decreased  by about  90,000  due to  reductions  in
outstanding  bank  obligations  of  long-term  debt.  Interest  and bank charges
represent expenses for debt and bank obligations in Audiovox Germany, Venezuela,
and for  interest  on a  capital  lease.  Our  equity  income  increased  due to
increased  income of ASA which is a result of higher sales and gross  margins in
their Jensen Audio and Voyager product lines.

                                       5


Other income declined compared to last year due to a 2.5 million unrealized gain
recorded  during the first  quarter last year from the  [Voicetel]  IPO and also
decreased royalty income this quarter due to lower sales by licensees. Partially
offsetting  these  declines  was a higher  interest  income from our short- term
investments as a result of, one,  available cash and two,  higher interest rates
compared to the prior year.

The company  reported in the  transitional  quarter a tax benefit of 1.9 million
for the quarter.  This benefit was primarily due to accrual reversals related to
the expiration of statutory  limits on state taxes and an increase in tax-exempt
interest  income  earned on our  short-term  investments.  Operating  activities
provided  cash of 55.3  million,  compared to 3.8 million last year.  Cash flows
were  favorably  impacted by a decrease in accounts  receivable  primarily  from
collections and reduced inventory  balances after taking into account the impact
of reserves we booked 11/30.

We had a working capital of approximately  340 million which includes cash, cash
equivalents, and short-term investments of 177 million. This compares to similar
working  capital of 340 million as of  11/30/2005  except that our cash and cash
equivalents,  etcetera, were 122 million. We have increased the cash balances as
of February 28th by 55 million.  The increase is primarily due to the collection
of accounts  receivable  and a reduction of inventory.  Our accounts  receivable
terms improved and also our inventories  improved even taking into effect -- the
effect of the write downs in the inventory.

As of  March  31st -- as of  today,  the cash  balances  are 189  million  or an
additional $12 million  increase.  During the  transition  period we repurchased
168,000 shares of our common stock of 2.3 million, and as we stated last quarter
and in  yesterday's  press release our fiscal year is now February  28th, and we
will be reporting  the results for our new fiscal first  quarter ended May 31st,
2006.

As we  discussed  in our last  call in  February  we expect  revenues  and gross
margins for the next three quarters to be up sequentially  from the transitional
quarter. Thank you, and I'm here to address any of your questions. Pat?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


Okay, if anyone did have any questions at this time we'll be available to answer
them.

 QUESTION AND ANSWER


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


 Thank you, sir.

[OPERATOR INSTRUCTIONS]

Sir, our first question is from the line of John Bucher with Harris Nesbitt.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Hi good morning,  John Bucher.  Questions for you on the expectation for margins
to rise to traditional and historic levels. I know, Michael,  you just said that
they were -- you did expect a gradual  improvement  sequentially  throughout the
year.  Could  you give an idea for the  historical  levels is that the 18 to 21%
range that -- could you just clarify that?


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SENIOR VICE PRESIDENT AND CFO


Hi, John,  this is Mike speaking.  Yes, I think what  we've--we've  kind of held
between 18, 19, 20% somewhere in that range.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST

Okay and do you expect  that by the end of the new fiscal year that you will get
into that range?


                                       6


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SENIOR VICE PRESIDENT AND CFO


 Yes.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Okay very good,  and then questions on some of the  product-specific  things for
Patrick.  On the portable GPS that you  mentioned you had three models coming in
June. Did I understand that one of those has built in XM Satellite radio?


- --------------------------------------------------------------------------------
PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


One of them is a plug-n-play  unit that doubles as a plug-n-play for XM and also
a GPS unit which has XM Live real-time traffic.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 Entertainment as well as traffic or just traffic?

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Well it will play as a plug-n-play unit as well.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 Okay.

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


It will double as a  plug-n-play,  a GPS portable and the GPS portable will have
XM real-time traffic.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Okay so as a plug-n-play  it probably does not have its own battery  source that
needs to be plugged into  something,  either a 12-volt  source or another  power
source?

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Correct.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 Okay.

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 More product for our use.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Got it. And the -- any opportunity for you to  private-label  that product or to
put that in with an automotive dealer point-of-sale type of deal?

                                       7



- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


Yes,  we would  explore  every  possibility.  We  would,  you  know,  with  this
technology  that we would develop here we would take it to every channel that we
have and see what interest could be ascertained  and what kind of sales we could
make out of it.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


It sounds like the trends are most  positive  for the new XM product for some of
the new  mobile  multi-media  products.  Do you think that this  category  could
become one of your top growing categories and one of your top contributors?

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Which one, multi-media?

- -------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 No the portable GPS. Could it approach mobile multi-media in--?

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


Well, right now it's a crowded field and that's one of the reasons why we waited
so long is that we wanted to have a unique  item that will  allow us let's say a
compelling reason for a buyer to bring it into his mix. And we think we're there
with the XM plug-n-play unit. Once we get into the mix then our hope is to bring
in our other units.

But it is a crowded field.  We do expect to do well and get our market share. It
is a growing field,  but I would not see -- I would not see the sales growing to
the levels to match one of our other products this year.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Okay and then if were just to have you  characterize for us the fastest growing,
not in terms of total  contribution,  but just in terms of fastest  growth would
have that have been in some of your new mobile multi-media products?

- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


You know  mobile  multi-media  did very  well.  We've  got a number of new units
coming out. That was a fast growing  category last year.  But in number of units
the XM Xpress  and the  follow-on  piece  would  probably  be -- the  number one
selling unit by volume unit.

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Okay and then finally for products that you've talked about but have yet to ship
in substantial volume yet, that also have high-growth potential,  would that be,
would Home Decor  probably  fit that  category  the best and are there any other
products that you've  talked about that have not started  ramping in high volume
yet?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


Well,  Home Decor is just  testing  right now and  because of the number of SKUs
associated  with that program and the  complexity of really getting that message
across at  retail,  we're very  anxious  to see how these  test in  large--large
retailers.  We do expect this program  based on the response to do very well but
the volume depending on where it gets placed, the volume will be indicated as to
how well it does at certain types of  retailers.  It may not be a category for a
Big Box store. So that will limit the volume but we are  anticipating  some good
movement on that and that good margin.

                                       8


Our Terk products  continue to do well. The mobile  multi-media will be a driver
for us this year and our new line of LCD TVs it's a very  attractive  line, very
competitively  priced,  and I believe  Audiovox is making  some very,  very good
inroads into the channel  that we have  targeted  for this  product.  So these I
would think would be the drivers that we would look at this year.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Okay and then for Michael, any type of outlook or range that you can provide for
either the full fiscal year or either  top-line or bottom-line or if not for the
full fiscal year for the next quarter, for the May quarter? And then also just a
housekeeping item, the effective tax rate that you're  anticipating for the full
fiscal year?


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SENIOR VICE PRESIDENT AND CFO


Well,  I'll let Pat take you just a little bit  through how he looks at the year
and then I'll come back up on the tax.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


You know when  we--what we had guided I guess on the  previous  calls is that we
would be looking at--our focus is going to be more on  profitability  this year.
So therefore we're looking at flat sales over a 12-month  period,  but we do see
improving margins especially now that we've gotten past the inventory  situation
of mobile  video so I'm not going to  comment on the  quarters,  but I would say
that we'd be looking at flat sales for the year.


- --------------------------------------------------------------------------------
 MICHAEL STOEHR  - AUDIOVOX CORPORATION - SENIOR VICE PRESIDENT AND CFO


Coming back to the taxes, John, with the tax-exempt income it gets a little hard
on the models.  What you really  need to do is make an estimate  for the [F-tax]
interest  and  subtract  it from the  pre-tax  line.  And then  apply 35% state,
4%--35% federal and 4% state.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Okay  previously you all discussed a 5% operating  margin  target.  Do you think
that on a quarterly basis that would be achievable by the end of this year?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Yes, we do.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 Okay, thank you very much.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Okay thank you, John.


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


                                       9


 [OPERATOR INSTRUCTIONS]

And sir, we have a question  from the line of Thomas  Kahn with Kahn  Brothers &
Company.


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


Hi, Pat, could you give us a little more color on how your new supply  agreement
in satellite  radio will protect the company  against the volatility that it had
experienced in the past?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


One of the -- I really  can't go into the details of the  agreement,  but one of
the things  that we had a problem  with is because of the  subsidized  nature of
this  product  category  and the fact that both  Sirius and XM really make their
money on subscription, the hardware can be exposed to some pretty dramatic price
declines  if  they  have  a  promotion  to  drive  subscription  similar  to the
telephone,  the cellular  telephone area where they gave away the phone to drive
sales.


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


 Right.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


So those  were  the  areas  that we were  trying  to  protect  against,  because
obviously  last year when the prices fell we were  sitting  with  inventory.  So
we've mitigated that exposure on our inventory and at our retailers as well.


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


 So this is a deal with XM?


- --------------------------------------------------------------------------------
PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Yes it is.


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


 I see. Thank you, very much.


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


 And sir, we have another question from the line of John Bucher.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


Yes thank you, another satellite radio question.  You mentioned in the call that
you're no longer providing Sirius plug-n-play at retail.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 That's right.


                                       10

- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 Are you supplying Sirius product through the OE channel still?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Yes, we continue with our programs with Toyota and [Jaguar].


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


And there's -- as you cease the  plug-n-play  at retail,  are you still  holding
substantial inventory of that product or are those levels lean?


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


 Those levels are very lean.


- --------------------------------------------------------------------------------
 JOHN BUCHER  - HARRIS NESBITT - ANALYST


 Great, thank you.


- -------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO

 You're welcome.


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


 [OPERATOR INSTRUCTIONS]

And sir, we have no further questions at this time.


- --------------------------------------------------------------------------------
 PATRICK LAVELLE  - AUDIOVOX CORPORATION - PRESIDENT AND CEO


Okay  everyone,  thank you for joining us this  morning and we  appreciate  your
interest in Audiovox and have a nice day.


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


Ladies and gentlemen, we thank you for your participation in today's conference.
This concludes your presentation and you may now disconnect.



                                       11


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

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