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


                                    FORM 10-Q

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

For Quarter Ended                   February 28, 1999


Commission file number              1-9532 


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


           Delaware                                     13-1964841  
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)

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

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

           Indicate  by check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                    Yes   X                                      No       

Number of shares of each class of the registrant's  Common Stock  outstanding as
of the latest practicable date.

           Class                         Outstanding at April 12, 1999    
           Class A Common Stock                      17,297,878  Shares
           Class B Common Stock                        2,260,954 Shares

                                        1


<PAGE>




                              AUDIOVOX CORPORATION

                                    I N D E X
                                                                      Page
                                                                      Number


PART I            FINANCIAL INFORMATION


ITEM 1            Financial Statements:

                  Consolidated Balance Sheets at
                  February 28, 1999 (unaudited) and
                  November 30, 1998                                       3

                  Consolidated Statements of Income
                  for the Three Months Ended February 28, 1999
                  and 1998 (unaudited)                                    4

                  Consolidated Statements of Cash Flows
                  for the Three Months Ended February 28, 1999
                  and 1998 (unaudited)                                    5

                  Notes to Consolidated Financial Statements             6-8


ITEM 2            Management's Discussion and Analysis of
                  Financial Operations and Results of
                  Operations                                            9-20


PART II           OTHER INFORMATION


ITEM 6            Reports on Form 8-K                                    21

                  SIGNATURES                                             22

                                        2


<PAGE>



                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                           Consolidated Balance Sheets
                        (In thousands, except share data)



<TABLE>

                                                                     February 28,  November 30,
                                                                        1999         1998
                                                                      ---------    ---------
                                                                     (unaudited)

Assets                                                                                                                 
Current assets:
<S>                                                                   <C>          <C>      
   Cash and cash equivalents                                          $   4,433    $   9,398
   Accounts receivable, net                                             133,693      131,120
   Inventory, net                                                        66,104       72,432
   Receivable from vendor                                                 5,325          734
   Prepaid expenses and other current assets                              5,915        6,724
   Deferred income taxes, net                                             6,088        6,088
                                                                      ---------    ---------
         Total current assets                                           221,558      226,496
Investment securities                                                    24,252       17,089
Equity investments                                                       10,815       10,387
Property, plant and equipment, net                                       18,502       17,828
Excess cost over fair value of assets acquired
  and other intangible assets, net                                        5,956        6,052
Other assets                                                              1,650        1,827
                                                                      ---------    ---------
                                                                      $ 282,733    $ 279,679
                                                                      =========    =========

Liabilities and Stockholders' Equity Current liabilities:
   Accounts payable                                                   $  30,528    $  34,063
   Accrued expenses and other current liabilities                        17,437       15,359
   Income taxes payable                                                   7,293        5,210
   Bank obligations                                                       6,030        7,327
   Documentary acceptances                                                3,910        3,911
   Capital lease obligation                                                  17           17
                                                                      ---------    ---------
         Total current liabilities                                       65,215       65,887
Bank obligations                                                         10,086       17,500
Deferred income taxes, net                                                6,676        3,595
Long-term debt                                                            6,453        6,331
Capital lease obligation                                                  6,282        6,298
                                                                      ---------    ---------
         Total liabilities                                               94,712       99,611
                                                                      ---------    ---------
Minority interest                                                         2,208        2,348
                                                                      ---------    ---------

Stockholders' equity:
   Preferred stock, liquidation preference of $2,500                      2,500        2,500
   Common stock:
   Class A; 30,000,000 authorized; 17,258,573 issued                        173          173
       Class B convertible; 10,000,000 authorized; 2,260,954 issued          22           22
   Paid-in capital                                                      143,375      143,339
   Retained earnings                                                     38,879       35,896
   Accumulated other comprehensive income (loss)                          3,524       (1,550)
   Gain on hedge of available-for-sale securities, net                      929          929
   Treasury stock, 498,055 Class A common stock, at cost                 (3,589)      (3,589)
                                                                      ---------    ---------
         Total stockholders' equity                                     185,813      177,720
                                                                      ---------    ---------
Commitments and contingencies
         Total liabilities and stockholders' equity                   $ 282,733    $ 279,679
                                                                      =========    =========

</TABLE>




See accompanying notes to consolidated financial statements.

                                        3


<PAGE>



                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Income
              For the Three Months Ended February 28, 1999 and 1998
                 (In thousands, except share and per share data)


<TABLE>


                                                                   1999          1998
                                                               ------------    ------------
                                                               (unaudited)      (unaudited)


<S>                                                            <C>             <C>         
Net sales                                                      $    210,266    $    120,974

Cost of sales                                                       184,046          98,715
                                                               ------------    ------------

Gross profit                                                         26,220          22,259
                                                               ------------    ------------

Operating expenses:

   Selling                                                            8,685           8,290
   General and administrative                                         9,161           8,422
   Warehousing, assembly and repair                                   3,172           3,012
                                                               ------------    ------------

       Total operating expenses                                      21,018          19,724
                                                               ------------    ------------

Operating income                                                      5,202           2,535
                                                               ------------    ------------

Other income (expense):
   Interest and bank charges                                         (1,107)           (846)
   Equity in income of equity investments, net                          621             406
   Gain on sale of investment                                           239            --
   Other, net                                                           132             141
                                                               ------------    ------------

       Total other income (expense)                                    (115)           (299)
                                                               ------------    ------------

Income before provision for income taxes                              5,087           2,236

Provision for income taxes                                            2,105             597
                                                               ------------    ------------

Net income                                                     $      2,982    $      1,639
                                                               ============    ============

Net income per common share (basic)                            $       0.16    $       0.09
                                                               ============    ============

Net income per common share (diluted)                          $       0.16    $       0.09
                                                               ============    ============

Weighted average number of common shares outstanding (basic)     19,021,472      19,192,431
                                                               ============    ============
Weighted average number of common shares outstanding (diluted)   19,277,942      19,494,126
                                                               ============    ============


</TABLE>













See accompanying notes to consolidated financial statements.

                                        4


<PAGE>



                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Three Months Ended February 28, 1999 and 1998
                                 (In thousands)


<TABLE>


                                                                           1999         1998
                                                                          --------    --------
                                                                          (unaudited) (unaudited) 

Cash flows from operating activities:                                                                                  
<S>                                                                       <C>         <C>     
   Net income                                                             $  2,982    $  1,639
Adjustment to reconcile net income to net cash provided by (used in)
       operating activities:
       Depreciation and amortization                                           718         455
       Provision for (recovery of) bad debt expense                            109         (73)
       Equity in income of equity investments, net                            (628)       (329)
       Minority interest                                                      (140)       (111)
       Gain on sale of investment                                             (239)       --
       Provision for (recovery of) deferred income taxes, net                 --          (132)
       Provision for unearned compensation                                      48          48
       (Gain) loss on disposal of property, plant and equipment, net             4          (7)
   Change in:
       Accounts receivable                                                  (2,675)     25,504
       Inventory                                                             6,344     (20,930)
       Accounts payable, accrued expenses and other current liabilities     (1,451)     (9,308)
       Receivable from vendor                                               (4,591)     (4,000)
       Income taxes payable                                                  2,083      (4,124)
       Prepaid expenses and other, net                                         524      (2,079)
                                                                          --------    --------
          Net cash provided by (used in) operating activities                3,088     (13,447)
                                                                          --------    --------

Cash flows from investing activities:
   Net proceeds from sale of equity collar                                    --         1,499
   Net proceeds from sale of investment securities                           1,777        --
   Purchases of property, plant and equipment, net                          (1,304)       (691)
   Proceeds from distribution from equity investment                           202         350
                                                                          --------    --------
          Net cash provided by investing activities                            675       1,158
                                                                          --------    --------

Cash flows from financing activities:
   Net borrowings (repayments) under line of credit agreements              (8,706)      7,743
   Net borrowings (repayments) under documentary acceptances                    (1)        895
   Principal payments on capital lease obligation                              (16)       --
   Repurchase of Class A Common Stock                                         --          (369)
                                                                          --------    --------
          Net cash provided by (used in) financing activities               (8,723)      8,269
                                                                          --------    --------

Effect of exchange rate changes on cash                                         (5)          2
                                                                          --------    --------
Net decrease in cash and cash equivalents                                   (4,965)     (4,018)
Cash and cash equivalents at beginning of period                             9,398       9,445
                                                                          --------    --------
Cash and cash equivalents at end of period                                $  4,433    $  5,427
                                                                          ========    ========


</TABLE>






See accompanying notes to consolidated financial statements.

                                        5


<PAGE>




                      AUDIOVOX CORPORATION AND SUBSIDIARIES


                   Notes to Consolidated Financial Statements

                  Three Months Ended February 28, 1999 and 1998

             (Dollars in thousands, except share and per share data)

(1)      Basis of Presentation

         The  accompanying  consolidated  financial  statements were prepared in
         accordance with generally  accepted  accounting  principles and include
         all  adjustments  (which  include  only normal  recurring  adjustments)
         which,  in the opinion of  management,  are necessary to present fairly
         the  consolidated   financial  position  of  Audiovox  Corporation  and
         subsidiaries  (the  Company) as of February  28, 1999 and  November 30,
         1998, the consolidated statements of income for the three month periods
         ended  February 28, 1999 and February  28, 1998,  and the  consolidated
         statements  of cash flows for the three months ended  February 28, 1999
         and  February  28,  1998.  The  interim  figures  are  not  necessarily
         indicative of the results for the year.

         Accounting  policies adopted by the Company are identified in Note 1 of
         the  Notes  to  Consolidated   Financial  Statements  included  in  the
         Company's 1998 Annual Report filed on Form 10-K.

(2)      Supplemental Cash Flow Information

         The following is supplemental  information relating to the consolidated
         statements of cash flows:


<TABLE>

                                                      Three Months Ended
                                                         February 28,
                                                 --------------------------

                                                   1999                1998
                                                  -----               -----

Cash paid during the period:                                                        
<S>                                               <C>                  <C>  
     Interest (excluding bank charges)            $ 455                $ 496
     Income taxes                                 $ 178               $ 3,973
</TABLE>


         During the first quarters of 1999 and 1998, the Company  recorded a net
         unrealized  holding  gain  relating  to  available-for-sale  marketable
         securities, net of deferred taxes, of $5,025 and $2,679,  respectively,
         as a component of accumulated other comprehensive income (loss).

         During the first  quarter of 1998,  the Company sold its equity  collar
         for  $1,499.  The  transaction  resulted  in a net  gain  on  hedge  of
         available-for-sale  securities of $929 which is reflected as a separate
         component of stockholders' equity.

                                        6


<PAGE>


                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



(3)      Investment Securities

          During the first quarter of 1999, the Company  exercised its option to
         convert  approximately  224,400 Japanese yen of Shintom debentures into
         shares of Shintom  common  stock.  The Company sold the Shintom  common
         stock yielding net proceeds of $1,777 and a gain of $239.

(4)      Net Income Per Common Share

         A  reconciliation  between the numerators and denominators of the basic
         and diluted income per common share is as follows:


<TABLE>

                                                                        Three Months Ended
                                                                            February 28,
                                                                         1999           1998
                                                                     -----------   -----------
<S>                                                                  <C>           <C>        
Net income (numerator for basic income per share)                    $     2,982   $     1,639
Interest on 6 1/4% convertible subordinated debentures, net of tax            21            21
                                                                     -----------   -----------
Adjusted net income (numerator for diluted income per
   share)                                                            $     3,003   $     1,660
                                                                     ===========   ===========
Weighted average common shares (denominator for basic
   income per share)                                                  19,021,472    19,192,431
Effect of dilutive securities:
   6 1/4% convertible subordinated debentures                            128,192       128,192
   Employee stock options and stock warrants                              47,478       106,706
   Employee stock grants                                                  80,800        66,797
                                                                     -----------   -----------
Weighted average common and potential common shares
   outstanding (denominator for diluted income per share)             19,277,942    19,494,126
                                                                     ===========   ===========
Basic income per share                                               $      0.16   $      0.09
                                                                     ===========   ===========
Diluted income per share                                             $      0.16   $      0.09
                                                                     ===========   ===========
</TABLE>


         Employee  stock  options  and stock  warrants  totaling  1,695,300  and
         1,250,000  for  the  quarters   ended   February  28,  1999  and  1998,
         respectively,   were  not  included  in  the  net  earnings  per  share
         calculation because their effect would have been anti-dilutive.

(5)      Comprehensive Income (Loss)

         Effective  December 1, 1998, the Company adopted Statement of Financial
         Accounting   Standards  No.  130,  "Reporting   Comprehensive   Income"
         (Statement 130). Statement 130 requires that all items recognized under
         accounting  standards as components of comprehensive income be reported
         in an  annual  financial  statement  that is  displayed  with  the same
         prominence as other annual  financial  statements.  For example,  other
         comprehensive   income  may  include   foreign   currency   translation
         adjustments, minimum pension liability

                                        7


<PAGE>


                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



         adjustments  and unrealized  gains and losses on marketable  securities
         classified as available- for-sale.  The accumulated other comprehensive
         income  (loss) of $3,524 and  ($1,550) at  February  28, 1999 and 1998,
         respectively,  on the accompanying  consolidated  balance sheets is the
         accumulated  unrealized gain on the Company's investment securities and
         the  accumulated  foreign  currency  translation   adjustment.   Annual
         financial   statements  for  prior  periods  will  be  reclassified  as
         required.

         The Company's total comprehensive income was as follows:


<TABLE>

                                                 Three Months Ended
                                                      February 28,
                                                    1999      1998
                                                  -------    -------

<S>                                               <C>        <C>    
Net income                                        $ 2,982    $ 1,639
                                                  -------    -------
Other comprehensive income:
   Foreign currency translation adjustments            49       (533)
   Unrealized gains on securities:
Unrealized holding gains arising during period,     5,264      2,679
           net of tax
Less: reclassification adjustment for gains
          realized in net income                     (239)      --
                                                  -------    -------
       Net unrealized gains                         5,025      2,679
                                                  -------    -------
Other comprehensive income, net of tax              5,074      2,146
                                                  -------    -------
Total comprehensive income                        $ 8,056    $ 3,785
                                                  =======    =======
</TABLE>


(6)      Subsequent Events

         On March 30, 1999,  Toshiba  Corporation,  a major supplier,  purchased
         newly-issued  shares of Audiovox  Communications  Corp., a wholly-owned
         subsidiary of the Company,  for $5,000.  This investment  gives Toshiba
         Corporation 5% ownership in Audiovox Communications Corp.




                                        8


<PAGE>




I
tem 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS

         The Company markets its products under its own brand as well as private
labels  to a large  and  diverse  distribution  network  both  domestically  and
internationally.   The  Company's  products  are  distributed  by  two  separate
marketing groups:  Communications and Automotive Electronics. The Communications
group  consists of Audiovox  Communications  Corp.  (ACC) and the Quintex retail
operations  (Quintex),  both  of  which  are  wholly-owned  subsidiaries  of the
Company.  The  Communications  group  markets  cellular  telephone  products and
receives  activation  commissions  and residual fees from its retail sales.  The
price at which the Company's  retail  outlets sell cellular  telephones is often
affected by the  activation  commission  the Company will receive in  connection
with such sale. The activation  commission paid by a cellular  telephone carrier
is based upon various service plans and promotional  marketing  programs offered
by the particular  cellular  telephone  carrier.  The monthly  residual fees are
based upon a percentage  of  customers'  usage and are  calculated  based on the
amount of local air time fees collected from the base of customers  activated by
the  Company  on  a  particular   cellular   carrier's  system.  The  Automotive
Electronics group consists of Audiovox Automotive  Electronics (AAE), a division
of the Company,  Audiovox Communications (Malaysia) Sdn. Bhd., Audiovox Holdings
(M)  Sdn.  Bhd.  and  Audiovox   Venezuela   C.A.,   which  are   majority-owned
subsidiaries.  Products in the  Automotive  Electronics  group include sound and
security equipment, car accessories, home and portable sound products and mobile
video.  The  Company  allocates  interest  and  certain  shared  expenses to the
marketing groups based upon estimated  usage.  General expenses and other income
items which are not  readily  allocable  are not  included in the results of the
various marketing groups.

                                        9


<PAGE>



         This Quarterly Report on Form 10-Q contains forward-looking  statements
relating to such  matters as  anticipated  financial  performance  and  business
prospects.  When  used  in  this  Quarterly  Report,  the  words  "anticipates,"
"expects," "may," "intend" and similar  expressions are intended to be among the
statements  that identify  forward-looking  statements.  From time to time,  the
Company may also  publish  forward-looking  statements.  The Private  Securities
Litigation  Reform  Act of  1995  provides  a safe  harbor  for  forward-looking
statements.  In order to comply with the terms of the safe  harbor,  the Company
notes that a variety of factors, including, but not limited to, foreign currency
risks, political instability,  changes in foreign laws, regulations and tariffs,
new technologies,  competition, customer and vendor relationships,  seasonality,
inventory  obsolescence  and inventory  availability,  could cause the Company's
actual results and experience to differ materially from the anticipated  results
or other expectations expressed in the Company's forward-looking statements.


                                       10


<PAGE>



         The  following  table  sets  forth for the  periods  indicated  certain
statements  of income  data for the Company  expressed  as a  percentage  of net
sales:

<TABLE>

                                           Percentage of Net Sales
                                            Three Months Ended
                                               February 28,
                                               1999    1998
                                              -----    -----
Net sales:
     Product sales:
<S>                                            <C>      <C>  
        Cellular wholesale                     71.9%    55.5%
        Cellular retail                         1.1      0.7
        Sound                                   7.3     15.2
        Security and accessories               11.9     18.7
                                              -----    -----
                                               92.2     90.1
Activation commissions                          3.5      5.2
     Residual fees                              0.5      0.8
     Other                                      3.8      3.8
                                              -----    -----
        Total net sales                       100.0%   100.0%
Cost of sales                                  87.5     81.6
                                              -----    -----
Gross profit                                   12.5     18.4
                                              -----    -----

Selling                                         4.1      6.9
General and administrative expense              4.4      7.0
Warehousing, assembly and repair                1.5      2.5
                                              -----    -----
     Total operating expenses                  10.0     16.3
                                              -----    -----
Operating income                                2.5      2.1

Interest and bank charges                       0.5      0.7
Equity in income of equity investments          0.3      0.3
Gain on sale of investment                      0.1       --
Other income                                    0.1      0.1
Income  before provision for income taxes       2.4      1.8
Provision for income taxes                      1.0      0.5
                                               -----    -----
Net income                                      1.4%     1.4%
                                               =====    =====

</TABLE>




                                       11


<PAGE>



RESULTS OF OPERATIONS
Consolidated Results
Three months ended February 28, 1999 compared to three months ended February 28,
1998

         The net sales and percentage of net sales by product line and marketing
group for the three  months  ended  February  28, 1999 and February 28, 1998 are
reflected in the following table:

<TABLE>

                                        Three Months Ended
                                          February 28,
                              --------------------------------------
                                      1999               1998
                              ------------------  -------------------
Net sales:
Communications
<S>                           <C>           <C>   <C>           <C>  
   Cellular wholesale         $151,282      71.9% $ 67,110      55.5%
   Cellular retail               2,262       1.1       852       0.7
   Activation commissions        7,363       3.5     6,347       5.2
   Residual fees                 1,084       0.5       998       0.8
   Other                         3,427       1.6     2,760       2.3
                              --------     -----  --------     -----
      Total Communications     165,418      78.7    78,067      64.5
                              --------     -----  --------     -----
Automotive Electronics
   Sound                        15,399       7.3    18,428      15.2
   Security and accessories     25,054      11.9    22,677      18.7
   Consumer electronics          4,389       2.1     1,802       1.5
                              --------     -----  --------     -----
      Total Automotive          44,842      21.3    42,907      35.5
Other                                6    --          --         --
                              --------     -----  --------     -----
      Total                   $210,266     100.0% $120,974     100.0%
                              ========     =====  ========     =====
</TABLE>


         Net sales were  $210,266  for 1999,  an increase of $89,292,  or 73.8%,
from 1998.  The increase in net sales was in both the  Communications  Group and
the Automotive  Electronics Group. Sales from our international  operations were
down from last year by approximately  11.1%. Sales in Malaysia increased $1,090,
or 34.6%, and sales in Venezuela were down $1,908, or 45.5%.  Gross margins were
12.5% in 1999 compared to 18.4% in 1998. Operating expenses increased to $21,018
from $19,724,  a 6.6%  increase.  However,  as a percentage of sales,  operating
expenses  decreased  to 10.0% in 1999 from 16.3% in 1998.  Operating  income for
1999 was $5,202 compared to last year's

                                       12


<PAGE>



$2,535.
Communications Results
Three months ended February 28, 1999 compared to three months ended February 28,
1998

         The  following  table  sets  forth for the  periods  indicated  certain
statements of income data for the Communications group expressed as a percentage
of net sales:

<TABLE>
                                 Communications

                                                 Three Months Ended
                                                 February 28,
                                           1999                    1998
                                    ---------------------  ---------------------

Net sales:                                                                                                               
<S>                                 <C>             <C>    <C>             <C>  
     Cellular product - wholesale   $ 151,282       91.4%  $  67,110       86.0%
     Cellular product - retail          2,262        1.4         852        1.1
     Activation commissions             7,363        4.4       6,347        8.1
     Residual fees                      1,084        0.7         998        1.3
     Other                              3,427        2.1       2,760        3.5
                                    ---------      -----   ---------      -----
         Total net sales              165,418      100.0      78,067      100.0
                                    ---------      -----   ---------      -----
Gross profit                           16,876       10.2      13,199       16.9
Total operating expenses               11,895        7.2      11,439       14.7
                                    ---------      -----   ---------      -----
Operating income                        4,981        3.0       1,760        2.3
Other expense                          (1,550)      (0.9)     (1,301)      (1.7)
                                    ---------      -----   ---------      -----
Pre-tax income                      $   3,431        2.1%  $     459        0.6%
                                    =========      =====   =========      =====
</TABLE>


         The  Communications  group  is  composed  of  ACC  and  Quintex,   both
wholly-owned subsidiaries of Audiovox Corporation.  Since principally all of the
net sales of Quintex are cellular in nature,  all  operating  results of Quintex
are being included in the discussion of the Communications group's product line.

          During the first quarter of 1999, sales increased $87,351, or 112%, to
$165,418.  Unit  sales of  cellular  telephones  increased  approximately  72.9%
(or 456,000 units) during the first

                                       13


<PAGE>



quarter of 1999. This increase is attributable to sales of digital product.  The
digital phones have a higher average unit selling price as well as a higher unit
cost  to the  Company.  As a  result,  average  unit  selling  prices  increased
approximately  31.2% to $134 from $102,  and gross profit  margins  decreased to
10.2% from 16.9% during the first  quarter of 1999 compared to the first quarter
of 1998. The number of new cellular subscriptions processed by Quintex increased
21.9%, with an accompanying increase in activation  commissions of approximately
$1,016,  or 16.0%.  The average  commission  received by Quintex per  activation
decreased  approximately  4.8% from last year.  Operating  expenses increased to
$11,895 from $11,439. As a percentage of net sales, however,  operating expenses
decreased  to 7.2%  during  1999  compared  to 14.7% in 1998.  Selling  expenses
increased  $394  from last  year,  primarily  in  commissions,  advertising  and
divisional  marketing,  partially  offset by decreases in salaries.  General and
administrative  expenses  increased during 1999 by $258 from 1998,  primarily in
occupancy  costs,  insurance and temporary  personnel.  Warehousing and assembly
expenses decreased by $196 during 1999 from last year,  primarily in tooling and
field  warehousing  expenses.  Operating  income for 1999 was $4,981 compared to
last year's $1,760.


                                       14


<PAGE>



Automotive Electronics Results
Three months ended February 28, 1999 compared to three months ended February 28,
1998

         The  following  table  sets  forth for the  periods  indicated  certain
statement of income data for the Automotive  group  expressed as a percentage of
net sales:

<TABLE>
                             Automotive Electronics


                                            Three Months Ended
                                              February 28,
                                        1999                1998
                                -------------------   --------------------
Net sales:
<S>                             <C>            <C>    <C>            <C>  
     Sound                      $ 15,399       34.3%  $ 18,428       42.9%
     Security and accessories     25,054       55.9     22,677       52.9
     Consumer electronics          4,389        9.8      1,802        4.2
                                --------      -----   --------      -----
        Total net sales           44,842      100.0     42,907      100.0
                                --------      -----   --------      -----
Gross profit                       9,198       20.5      9,099       21.2
Total operating expenses           6,733       15.0      6,756       15.7
                                --------      -----   --------      -----
Operating income                   2,465        5.5      2,343        5.5
Other expense                       (650)      (1.4)      (964)      (2.2)
                                --------      -----   --------      -----
Pre-tax income                  $  1,815        4.0%  $  1,379        3.2%
                                ========      =====   ========      =====
</TABLE>


         Net sales  increased  approximately  $1,935  compared to last year,  an
increase of 4.5%.  Automotive  security and  accessories  sales  increased 10.5%
compared to last year,  primarily due to a $7.1 million increase in mobile
video sales from last year's $1.1 million. Consumer electronics sales also
more than  doubled  from last year to $4,389.  These  increases  were  partially
offset  by a  decrease  of  16.4% in auto  sound.  Net  sales  in our  Malaysian
subsidiary increased 24.6% from last year, but were offset by a 45.5% decline in
sales in our  Venezuelan  subsidiary.  Gross margins  decreased to 20.5% in 1999
from  21.2%  in 1998.  Operating  expenses  remained  relatively  flat.  Selling
expenses increased from last year by $29, primarily in commissions.  General and
administrative  expenses decreased from 1998 by $391,  primarily in bad debt and
office salaries

                                       15


<PAGE>



in international  operations.  Warehousing and assembly expenses  increased
from 1998 by $339,  primarily in field  warehousing and direct labor.  Operating
income for 1999 was $2,465 compared to $2,343 last year.

Other Income and Expense

         Interest  expense  and bank  charges  increased  by $261 for the  three
months ended February 28, 1999 compared to the same period last year.  Equity in
income of equity  investments increased  $215 for the three  months ended
February  28,  1999,  compared to the same  period  last year.  During the first
quarter of 1999,  the  Company  exercised  its  option to convert  approximately
224,400 Japanese yen of Shintom  debentures into shares of Shintom common stock.
The Company then sold the Shintom  common stock  yielding net proceeds of $1,777
and a gain of  $239.  The  remaining  debentures  of  438,388  Japanese  yen are
included in the Company's  available-for-sale  investment securities at February
28, 1999. 

Provision for Income Taxes

         Provision  for income taxes and income tax recovery are provided for at
a blended  federal  and state  rate of 40% for  profits  or losses  from  normal
business operations. During 1998, the Company implemented various tax strategies
which have resulted in lowering the effective tax rate.


LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash position at February 28, 1999 decreased  $4,965 from
the November 30, 1998 level.  Operating  activities  provided $3,088,  primarily
from  decreases in inventory  and increases in income taxes  payable,  partially
offset by increases in accounts receivable and receivable from vendor. Investing
activities  provided  $675,  primarily  from the sale of investment  securities,
offset by the purchase of property,  plant and equipment.  Financing  activities
used $8,723, primarily for

                                       16


<PAGE>



repayments under line of credit agreements.

         On December 23, 1998,  the Company  entered into the Third  Amended and
Restated  Credit  Agreement  (the Revised Credit  Agreement)  with its financial
institutions  which  superseded the Second Amended and Restated Credit Agreement
in its entirety.  The major changes in the Revised Credit  Agreement  include an
increase in the maximum aggregate amount of borrowings to $112,500 and allow for
a sub-limit  for foreign  currency  borrowing  of  $15,000.  The Revised  Credit
Agreement contains covenants  requiring,  among other things,  minimum levels of
pre-tax income and minimum levels of net worth as follows: Pre-tax income of not
less than $1,500 for the two  consecutive  fiscal  quarters ending May 31, 1999,
2000 and 2001 and;  not less than  $2,500 for two  consecutive  fiscal  quarters
ending November 30, 1999, 2000 and 2001; and not less than $4,000 for any fiscal
year ending on or after November 30, 1999. Further,  the Company may not incur a
pre-tax  loss in excess of $1,000  for any  fiscal  quarter  and may not incur a
pre-tax loss for two consecutive fiscal quarters. In addition,  the Company must
maintain a net worth base amount of  $172,500 at any time prior to February  28,
1999;  $175,000 at any time on or after February 28, 1999, but prior to February
28, 2000;  $177,500 at any time on or after  February 2000 but prior to February
28, 2001; and $180,000 at any time thereafter.  Further, the Company must at all
times  maintain  a debt to worth  ratio of not more than 1.75 to 1. The  Revised
Credit Agreement includes restrictions and limitations on payments of dividends,
stock repurchases and capital expenditures. The Revised Credit Agreement expires
on December 31, 2001.

         The Company  believes that it has  sufficient  liquidity to satisfy its
anticipated  working capital and capital  expenditure needs through November 30,
1999 and for the reasonable foreseeable future.


                                       17


<PAGE>



Year 2000 Date Conversion

         Many of the  Company's  computerized  systems  could be affected by the
Year 2000  issue,  which  refers to the  inability  of such  systems to properly
process  dates  beyond   December  31,  1999.  The  Company  also  has  numerous
computerized interfaces with third parties and is possibly vulnerable to failure
by such third parties if they do not adequately  address their Year 2000 issues.
System failures  resulting from these issues could cause significant  disruption
to the  Company's  operations  and  result in a material  adverse  effect on the
Company's business, results of operations, financial condition or liquidity.
         Management   believes  that  a  significant  portion  of  its  "mission
critical"  computer  systems are Year 2000 compliant and is continuing to assess
the balance of its computer  systems as well as equipment  and other  facilities
systems.  Management  plans  to  complete  its  investigation,  remediation  and
contingency  planning  activities for all critical systems by mid 1999, although
there can be no assurance that it will. At this time,  management  believes that
the Company does not have any internal  critical Year 2000 issues that it cannot
remedy.

         Management  is in the process of surveying  third  parties with whom it
has a material relationship  primarily through written  correspondence.  Despite
its efforts to survey its customers,  management is depending on the response of
these third parties in its assessment of Year 2000 readiness.  Management cannot
be certain as to the actual Year 2000  readiness  of these third  parties or the
impact that any non-compliance on their part may have on the Company's business,
results of operations, financial condition or liquidity.

         The Company expects to incur internal staff costs as well as consulting
and other  expenses  in  preparing  for the Year 2000.  Because  the Company has
replaced or updated a significant portion

                                       18


<PAGE>



of its computer systems,  both hardware and software,  in recent years, the cost
to be  incurred  in  addressing  the Year 2000 issue is not  expected  to have a
material  impact on the Company's  business,  results of  operations,  financial
condition or liquidity.  This expectation  assumes that our existing forecast of
costs to be incurred  contemplates all significant  actions required and that we
will not be obligated to incur  significant Year 2000 related costs on behalf of
our   customers,   suppliers  and  other  third   parties.   

Recent   Accounting Pronouncements

         In June 1997,  the FASB issued  Statement No. 131,  "Disclosures  about
Segments of an Enterprise and Related  Information",  effective for fiscal years
beginning  after  December 15, 1997.  This Statement  establishes  standards for
reporting  information about operating  segments in annual financial  statements
and requires selected  information about operating segments in interim financial
reports  issued to  shareholders.  It also  establishes  standards  for  related
disclosures  about products and services,  geographic areas and major customers.
Operating  segments  are  defined as  components  of an  enterprise  about which
separate financial  information is available that is evaluated  regularly by the
chief  operating  decision  maker in deciding how to allocate  resources  and in
assessing performance. This Statement requires reporting segment profit or loss,
certain specific revenue and expense items and segment assets.  It also requires
reconciliations  of total segment revenues,  total segment profit or loss, total
segment  assets,  and other  amounts  disclosed  for  segments to  corresponding
amounts  reported  in the  consolidated  financial  statements.  Restatement  of
comparative information for earlier periods presented is required in the initial
year of application.  Interim  information is not required until the second year
of application,  at which time comparative  information is required. The Company
has not determined the impact that the adoption of this new

                                       19


<PAGE>



accounting   standard  will  have  on  its  consolidated   financial   statement
disclosures.  The Company will adopt this accounting standard in fiscal 1999, as
required.

         The  FASB  issued   Statement  No.  133,   "Accounting  for  Derivative
Instruments and Hedging Activities"  (Statement 133).  Statement 133 established
accounting and reporting standards for derivative  instruments embedded in other
contracts, and for hedging activities. Statement 133 is effective for all fiscal
quarters of all fiscal years beginning after June 15, 1999. Early application of
all the  provisions of this  Statement is encouraged but is permitted only as of
the  beginning  of any  fiscal  quarter  that  begins  after  issuance  of  this
Statement.  Management of the Company has not yet determined the impact that the
implementation of Statement 133 will have on its financial position,  results of
operations or liquidity.

                                       20


<PAGE>



P
ART II - OTHER INFORMATION


Item 6        REPORTS ON FORM 8-K

         No reports  were filed on Form 8-K for the quarter  ended  February 28,
1999.

                                       21


<PAGE>



                                   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



                                         By:s/John J. Shalam
                                               John J. Shalam
                                               President and Chief
                                               Executive Officer

Dated:  April  14, 1999

                                         By:s/Charles M. Stoehr
                                               Charles M. Stoehr
                                               Senior Vice President and
                                               Chief Financial Officer

                                       22


<PAGE>







<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
<CIK>                                                  0000807707
<NAME>                                             Audiovox Corp.
<MULTIPLIER>                                                  1000
                                              
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                  Nov-30-1999
<PERIOD-END>                                       Feb-28-1999
<CASH>                                                        4433
<SECURITIES>                                                     0
<RECEIVABLES>                                               136745
<ALLOWANCES>                                                  3052
<INVENTORY>                                                  66104
<CURRENT-ASSETS>                                            221558
<PP&E>                                                       32837
<DEPRECIATION>                                               14335
<TOTAL-ASSETS>                                              282733
<CURRENT-LIABILITIES>                                        65215
<BONDS>                                                       6453
<PREFERRED-MANDATORY>                                            0
<PREFERRED>                                                   2500
<COMMON>                                                       195
<OTHER-SE>                                                  183118
<TOTAL-LIABILITY-AND-EQUITY>                                282733
<SALES>                                                     201819
<TOTAL-REVENUES>                                            210266
<CGS>                                                       178509
<TOTAL-COSTS>                                               184046
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                               109 
<INTEREST-EXPENSE>                                            1107
<INCOME-PRETAX>                                               5087  
<INCOME-TAX>                                                  2105 
<INCOME-CONTINUING>                                           2982 
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                  2982 
<EPS-PRIMARY>                                                 0.16 
<EPS-DILUTED>                                                 0.16 
        

</TABLE>