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AUDIOVOX CORPORATION
150 Marcus Boulevard
Haupauge, NY 11788
July 18, 1997
VIA ELECTRONIC FILING
Steven C. Duvall, Esq.
Timothy S. Levenberg, Esq.
Securities and Exchange Commission
Division of Corporate Finance
Mail Stop 3-5
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: Audiovox Corporation
Registration Statement on Form S-3 filed on
May 13, 1997 File No. 333-26983
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Dear Messrs. Duvall and Levenberg:
Pursuant to Rule 477 of Regulation C of the Securities
Act of 1933, as amended (the "Act"), Audiovox Corporation (the
"Registrant") hereby respectfully makes application to the
Securities and Exchange Commission (the "Commission") for
withdrawal of the above referenced Registration Statement, with
such application to be approved effective as of the date hereof
or at the earliest practical date thereafter. The Registration
Statement (the "Registration Statement") was filed through the
Commission's Electronic Data Gathering, Analysis and Retrieval
system ("EDGAR") on May 13, 1997 and Amendment No. 1 to the
Registration Statement ("Amendment No. 1") was filed on May 15,
1997.
The Registration Statement and Amendment No. 1 were
filed in connection with certain registration rights contained in
a Stock Purchase Agreement, dated March 7, 1997 (the "Stock
Purchase Agreement") between the Registrant and Thomas Irions,
the Selling Stockholder (the "Selling Stockholder") under the
Registration Statement. The reason for the request to withdraw
the Registration Statement is that the Selling Stockholder has
requested that the Company not register his shares of Common
Stock at this time and withdraw the Registration Statement. The
Selling Stockholder has informed the Company that he does not
forsee requesting the filing of another Registration Statement in
the near future, if at all. In light of the Selling
Stockholder's request, management of the Registrant believes
that, since the purpose for which the Registration Statement was
originally filed has been eliminated, withdrawal of the
Registration Statement is appropriate. The Registrant confirms
that no securities have been issued or sold pursuant to the
Registration Statement. The filing fee for the Registration
Statement was wire transferred to the Commission at the time of
the initial filing and the Registrant understands that such fee
will not be returned to it.
Please feel free to call the undersigned (516-436-6505)
or Stuart H. Gelfond (212-859-8272) or Aryeh Davis (212-859-8307)
of Fried, Frank, Harris, Shriver & Jacobson, special securities
counsel to the Registrant, if you have any questions or comments.
Sincerely,
/s/C. Michael Stoehr
----------------------------
C. Michael Stoehr
Senior Vice President and
Chief Financial Officer
cc:Robert S. Levy, Esq.
Levy & Stopol
Stuart H. Gelfond, Esq.
Fried, Frank, Harris, Shriver & Jacobson