Mail Stop 0306

	May 31, 2005


VIA U.S. MAIL AND FACSIMILE (631) 231-1370

Charles M. Stoehr
Chief Financial Officer
Audiovox Corporation
180 Marcus Blvd.
Hauppauge, NY  11788


	RE:	Audiovox Corporation
		Form 10-K for the fiscal year ended November 30, 2004
		Filed March 31, 2005
		Form 10-Q for the fiscal quarter ended February 28, 2005
		File No. 1-09532

Dear Mr. Stoehr:

   We have reviewed your filings and have the following comments.
We
have limited our review to matters related to the issues raised in
our comments.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


*    *    *    *


Form 10-K for the fiscal year ended November 30, 2004

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies and Estimates - Page 30
1. We note your disclosure on page 31 that reversals of previously
established sales incentive liabilities were $3,889 and $1,803 for
fiscal years 2004 and 2003, respectively.   We also note your
disclosure on page 40 that net income was favorably impacted by
sales
incentive reversals of $5,083 and $2,940 for fiscal years 2004 and
2003, respectively.  Please reconcile these two amounts.
Additionally, please tell us, in substantive detail, the reasons
for
the significant increase in sales incentives reversals for
unearned
and unclaimed sales incentives from fiscal year 2003 to 2004 and
how
this impacts your ability to establish reasonable and reliable
estimates of your sales incentive liabilities.

Consolidated Financial Statements

Note 17.  Contingencies - Page 100
2. We note disclosures related to multiple outstanding litigation
that "no assurances regarding the outcome of this matter can be
given
at this point in the litigation." We also note your general
disclosure that "the outcome of all pending legal proceedings in
the
aggregate is unlikely to have a material adverse effect on the
business or consolidated financial condition." Please tell us and
disclose more details in future filings of the status of the
litigation matters and why you believe that they will not have a
significant impact on the financial statements.  In addition, as
discussed in SAB 5Y, a statement that a contingency is not
expected
to be material does not satisfy the requirements of SFAS 5 if
there
is at least a reasonable possibility that a loss exceeding amounts
already recognized may have been incurred and the amount of that
additional loss would be material to a decision to buy or sell the
registrant`s securities. In that case, the registrant must either
(a)
disclose the estimated additional loss, or range of loss, that is
reasonably possible, or (b) state that such an estimate cannot be
made.  Please respond to us supplementally and revise future
filings
to comply.

Form 10-Q for the fiscal quarter ended February 28, 2005

Item 4.  Controls and Procedures - Page 33
3. Refer to your disclosures related to the material weaknesses
identified in your internal control over financial reporting as of
February 28, 2005.  Supplementally and in future filings, please
revise to discuss the impact of the material weakness on financial
reporting and the control environment.  Additionally, please tell
us
and disclose in future filings whether your remediation measures
have
been implemented and when you expect that the remediation of the
material weaknesses will be complete.
4. As a related matter, we note your disclosure that "there has
been
no significant change in the company`s internal control over
financial reporting during the most recently completed fiscal
quarter
that has materially affected or is reasonably likely to materially
affect our internal control over financial reporting."  You then
disclose certain changes to the design and operation of internal
control during the first quarter.  Supplementally and in future
filings please clarify whether there were any changes in your
internal control over financial reporting that occurred during
this
quarter that have materially affected, or are reasonably likely to
materially affect, your internal control over financial reporting.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR.  Please understand that we
may have additional comments after reviewing your responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.



	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Kristin Lochhead, Staff Accountant, at (202)
551-3664 or me at (202) 551-3676 if you have any questions.

	Sincerely,



							Brian Cascio
							Accounting Branch Chief
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Mr. Charles M. Stoehr
Audiovox Corporation
May 31, 2005
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