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   August 31, 1995 


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 October 4, 1995   

     Class A Common Stock          6,777,788 Shares

     Class B Common Stock          2,260,954 Shares

<PAGE>
                           AUDIOVOX CORPORATION

                                 I N D E X
                                                        Page 
                                                       Number


PART I    FINANCIAL INFORMATION                          


ITEM 1    Financial Statements:

          Consolidated Balance Sheets at 
          November 30, 1994 and August 31, 1995 
          (unaudited)                                      3

          Consolidated Statements of Operations
          for the Three Months and Nine Months 
          ended August 31, 1994 and August 31, 1995
          (unaudited)                                      4

          Consolidated Statements of Cash Flows
          for the Nine Months ended August 31, 1994 
          and August 31, 1995 (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


          SIGNATURES                                      21


<PAGE>
                     AUDIOVOX CORPORATION AND SUBSIDIARIES
                         Consolidated Balance Sheets
                                 (In thousands)


<TABLE>
                                              November 30,    August 31,
                                                  1994           1995    
                                                              (unaudited)
Assets
<S>                                              <C>           <C>

Current Assets:
 Cash and cash equivalents                       $   5,495     $   4,361 
 Accounts receivable, net                           94,242        74,463 
 Inventory, net                                     83,430       118,988 
 Receivable from vendor                                  -         3,954 
 Prepaid expenses and other current assets           6,065        15,204 
 Deferred income taxes                               2,247         7,412 
 Restricted cash                                         -         6,109 
    Total current assets                           191,479       230,491 

Restricted cash                                      6,559             - 
Property, plant and equipment, net                   6,180         5,674 
Equity investments                                  25,902         8,532 
Marketable equity securities                             -        75,703 
Debt issuance costs, net                             4,840         4,567 
Excess cost over fair value of assets                      
  acquired and other intangible assets, net          1,032           977 
Other assets                                         3,106         2,723 

                                                 $ 239,098     $ 328,667 

Liabilities and Stockholders' Equity

Current liabilities: 
 Accounts payable                                $  21,088     $  11,223 
 Accrued expenses and other current liabilities     13,063        18,671 
 Income taxes payable                                  834         4,128 
 Bank obligations                                    1,084         1,262 
 Documentary acceptances                                 -         5,800 
 Current installments of long-term debt                159         5,622 
    Total current liabilities                       36,228        46,706 

Bank obligations                                    29,100        58,050 
Deferred income taxes                                5,945        28,328 

Long-term debt, less current installments           75,653        70,175 
    Total liabilities                              146,926       203,259 

Minority interest                                      138           280 
Stockholders' equity:
 Preferred stock                                     2,500         2,500 
 Common Stock:
   Class A                                              68            68 
   Class B                                              22            22 
 Paid-in capital                                    39,715        42,886 
 Unrealized holding gains and losses for marketable
   equity securities, net                                -        40,004 
 Retained earnings                                  50,254        40,633 
                                                    92,559       126,113 
Cumulative foreign currency translation
  and adjustment                                      (525)         (985)
    Total stockholders' equity                      92,034       125,128 

Commitments and contingencies
                                                 $ 239,098     $ 328,667 
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                    AUDIOVOX CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Operations
                (In thousands, except share and per share data)


<TABLE>
                                     Three Months Ended      Nine Months Ended
                                         August 31,             August 31,
                                       1994       1995         1994       1995
                                      (unaudited)             (unaudited)

<S>                                 <C>        <C>         <C>        <C>
Net sales                           $  109,719 $  112,177  $  341,328 $  349,378 
Cost of sales (includes an inventory 
 write-down to market in 1995 of 
 $9,300)                                89,500    104,771     277,253    300,115 
      Gross profit                      20,219      7,406     64,075      49,263 
Operating expenses:
 Selling                                 7,645      8,583      22,352     25,723 
 General and administrative              7,666     11,518      23,958     29,486 
 Warehousing, assembly
   and repair                            2,448      2,451       6,849       7,286 
                                        17,759     22,552      53,159      62,495 
      Operating income (loss)            2,460    (15,146)     10,916     (13,232)
Other income (expenses):
 Interest and bank charges              (1,496)    (2,595)     (4,502)     (7,306)
 Equity in income of equity 
   investments                           1,589        210       3,048       2,612 
 Management fees and related income        118       (354)        550         362 
 Gain on sale of equity investment           -      8,435      27,783       8,435 
 Gain on public offering of equity
   investment                                -          -      10,565           - 
 Expense related to issuance of 
   warrants                                  -          -           -      (2,921)
 Other, net                               (138)      (279)       (748)       (836)
                                            73      5,417      36,696         346 
Income (loss) before provision for 
 (recovery of) income taxes and 
 cumulative effect of a change in an 
 accounting principle                    2,533     (9,729)     47,612     (12,886)
Provision for (recovery of) income 
 taxes                                   1,013     (3,344)     20,492      (3,265)
Income (loss) before cumulative effect 
 of a change in accounting for 
 income taxes                            1,520     (6,385)     27,120      (9,621)
Cumulative effect of change in 
 accounting for income taxes                 -          -        (178)          - 
Net income (loss)                   $    1,520 $   (6,385) $   26,942  $   (9,621)

Income (loss) per common share 
 (primary):
 Income (loss) before cumulative 
   effect of change in accounting 
   for income taxes                 $     0.17 $    (0.71) $     2.98  $    (1.06)
 Cumulative effect of change in
   accounting for income taxes               -          -  $     0.02           - 
 Net income (loss)                  $     0.17 $    (0.71) $     2.96  $    (1.06)
Income (loss) per common share (fully
 diluted):
 Income (loss) before cumulative 
   effect of change in accounting for 
   income taxes                     $     0.16 $    (0.71) $     2.30  $    (1.06)
 Cumulative effect of change in
   accounting for income taxes               -          -  $     0.02           - 
 Net income (loss)                  $     0.16 $    (0.71) $     2.28  $    (1.06)
Weighted average number of common
 shares outstanding, primary         9,059,801  9,038,742   9,113,394    9,038,742 
Weighted average number of common
 shares outstanding, fully diluted  13,791,305   9,038,742 12,426,967    9,038,742 
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                    AUDIOVOX CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                                (In thousands)

<TABLE>
                                                     Nine Months Ended
                                                  August 31,     August 31,
                                                    1994         1995    
                                                 (unaudited)    (unaudited)

Cash flows from operating activities:
 <S>                                              <C>         <C>
 Net income (loss)                                $ 26,942    $ (9,621)
 Adjustments to reconcile net income to net cash 
   used in operating activities:
   Depreciation and amortization                     3,110       3,008 
   Provision for bad debt expense                     (471)      1,181 
   Equity in income of equity investments           (3,048)     (2,612)
   Minority interest                                    79         142 
   Gain on sale of equity investment               (27,783)     (8,435)
   Gain on public offering of equity investment    (10,565)          - 
   Provision for deferred income taxes               5,768      (7,300)
   Provision for unearned compensation                 258         250 
   Expense related to issuance of warrants               -       2,921 
   Cumulative effect of change in accounting for 
     income taxes                                      178           - 
   Other non-cash charges to income                     55          (8)
 Changes in:
   Accounts receivable                               2,467      18,653 
   Inventory                                       (25,946)    (35,473)
   Income taxes receivable                             230           - 
   Receivables from vendor                          (4,436)     (3,954)
   Accounts payable, accrued expenses 
     and other current liabilities                  (2,262)     (4,272)
   Income taxes payable                                (77)      3,294 
   Prepaid expenses and other assets                (4,564)     (9,476)
      Net cash used in operating activities        (40,065)    (51,702)

Cash flows from investing activities:
 Purchases of property, plant and equipment, net    (1,977)     (1,402)
 Notes receivable from equity investment             7,973           - 

 Net proceeds from sale of equity investment        29,434      17,250 
 Note receivable from vendor                        (3,000)          - 
 Payment for purchase of equity investment          (6,016)          - 
 Distribution from equity investment                     -         198 
 Payment for purchase of subsidiary                   (148)          - 
    Net cash provided by investing activities       26,266      16,046 
 
Cash flows from financing activities:
 Net (repayments) borrowings under line of 
   credit agreements                               (16,797)     29,130 
 Net (repayments) borrowings under documentary 
   acceptances                                     (10,833)      5,800 
 Principal payments on long-term debt              (17,412)          - 
 Debt issuance costs                                (4,745)       (675)
 Proceeds from exercise of stock options               170           - 
 Principal payments on capital lease obligation       (133)       (190)
 Proceeds from issuance of long-term debt           65,000           - 
 Proceeds from release of restricted cash                -         450 
 Note payable to supplier                            5,000           - 
 Restricted cash securing stand-by letter 
   of credit                                        (6,953)          - 
     Net cash provided by financing activities      13,297      34,515 
 Effect of exchange rate changes on cash                (7)          7 
Net decrease in cash and cash equivalents             (509)     (1,134)

Cash and cash equivalents at beginning of period     1,372       5,495 

Cash and cash equivalents at end of period        $    863    $  4,361 
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                   AUDIOVOX CORPORATION AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

           Nine Months Ended August 31, 1994 and August 31, 1995

(1)  The accompanying consolidated financial statements were
prepared in accordance with generally accepted accounting
principles and include all 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 November 30, 1994 and August 31, 1995 and the
results of operations and consolidated statements of cash flows for
the nine month periods ended August 31, 1994 and August 31, 1995.

     Accounting policies adopted by the Company are identified in
Note 1 of the Notes to Consolidated Financial Statements included
in the Company's 1994 Annual Report filed on Form 10-K.

(2)  The information furnished in this report reflects all
adjustments (which include only normal recurring adjustments) which
are, in the opinion of management, necessary for a fair statement
of the results for the interim period.  The interim figures are not
necessarily indicative of the results for the year.

(3)  Certain reclassifications have been made to the 1994
Consolidated Financial Statements to conform to the 1995
presentation.

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

                                             Nine Months Ended
                                                 August 31,
                                             1994         1995
                                               (In thousands)

Cash paid during the period:
 Interest (excluding bank 
   charges)                               $ 3,493        $ 5,393
 Income taxes                             $14,544        $   722

     During 1995, the Company entered into a lease agreement to
acquire new computer equipment.  As a result, a capital lease
obligation of $86,000 was incurred.  

     As of August 31, 1995, the Company recorded an unrealized
holding gain for marketable equity securities, net of deferred
income taxes, of $40.0 million as a separate component of
stockholders' equity.

(5)  During the third quarter of 1995, the Company sold 1,500,000
shares of CellStar Corporation (CellStar) common stock at a price
of $11.50 per share as a result of the exercise of an option

<PAGE>
granted previously by the Company to the president of CellStar.  As
a result, the Company recorded a gain, before provision for income
taxes, of $8.4 million.

     The sale also reduced the Company's ownership in CellStar
below 20%, and as such, the Company will no longer account for
CellStar under the equity method of accounting.  The remaining
2,375,000 CellStar shares owned by the Company will be accounted
for as an investment in equity securities (Note 6).

(6)  The Company has adopted Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" (FAS 115), during the third quarter of 1995.  In
accordance with FAS 115, prior years' financial statements have not
been restated to reflect the change in accounting method.  There
was no cumulative effect as a result of adopting FAS 115 in 1995
since CellStar was accounted for under the equity method of
accounting.

     Management determines the appropriate classification of its
investments in marketable equity securities at the time of purchase
and reevaluates such determination at each balance sheet date.  The
Company's investment in marketable equity securities, which are
classified as available-for-sale at August 31, 1995, are carried at
fair value, with the unrealized gains and losses, net of tax,
reported in a separate component of shareholders' equity. At August
31, 1995, the Company had no investments that qualified as trading
or held to maturity.

      At August 31, 1995, the aggregate fair value of available-
for-sale securities was $75.7 million, which is comprised of a cost
basis of $11.2 million and a gross unrealized holding gain of $64.5
million, recorded as a separate component of stockholders' equity. 
A related deferred tax liability of $24.5 million was recorded as
a reduction to the unrealized holding gain included as a separate
component of stockholders' equity.

(7)  Included in prepaid expenses and other current assets are
approximately $11.2 million of advances to suppliers to acquire
inventory at future scheduled dates.  Included in advances to
suppliers is $9.6 million advanced to TALK Corporation, a vendor
who is also a 33%-owned equity investment.

(8)  Receivable from vendor represents claims on late deliveries,
product modifications and price protection from TALK Corporation,
a vendor who is also a 33%-owned equity investment.  These claims
will be paid in monthly installments, with interest, with the final
payment due November 30, 1996.    

(9)  On May 9, 1995, the Company issued 1,668,875 warrants in a
private placement, each convertible into one share of class A
common stock at $7 1/8, subject to adjustment under certain
circumstances.  The warrants were issued to the beneficial holders,
as of June 3, 1994, of $57.6 million of the Company's 6 1/4%

<PAGE>
convertible subordinated debentures due 2001 (the "Debentures"), in
exchange for a release of any claims such holders may have against
the Company, its agents, directors and employees in connection with
their investment in the Debentures.  As a result, the Company
incurred a warrant expense of $2.9 million and recorded a
corresponding increase to paid in capital.  The warrants are not
exercisable (a) until the later of (x) May 9, 1996 and (y) the date
a registration statement with respect to the class A common stock
issuable upon exercise of the warrants has been filed and declared
effective by the Securities and Exchange Commission or (b) after
March 15, 2001, unless sooner terminated under certain
circumstances.  The Company has also agreed to register the
warrants and the underlying common stock within one year of the
date of issuance pursuant to a registration rights agreement dated
as of May 9, 1995, between the Company and the purchasers of the
warrants.

     John J. Shalam, Chief Executive Officer of the Company, has
granted the Company an option to purchase 1,668,875 shares of class
A common stock from his personal holdings at the same price, plus
the tax impact, if any, should the exercise of this option be
treated as dividend income rather than capital gains to Mr. Shalam.

(10) On May 5, 1995, the Company entered into the Second Amended
and Restated Credit Agreement ("Credit Agreement").  Under the
Credit Agreement, the Company may obtain credit through direct
borrowings, letters of credit and banker's acceptances.  The
obligations of the Company under the Credit Agreement continue to
be guaranteed by certain of the Company's subsidiaries and will be
secured by accounts receivable and inventory of the Company and
those subsidiaries.  Availability of credit under the Credit
Agreement is in a maximum aggregate amount of $95 million, is
subject to certain conditions and is based upon a formula taking
into account the amount and quality of its accounts receivable and
inventory.

(11) In August 1995, non-qualified options to purchase 279,000
shares of class A common stock were granted under the 1994 Stock
Option Plan at an exercise price of $5.88 per share, which
represents the estimated fair market value of the shares at the
date of grant.  No options can be exercised until February 9, 1997
or August 9, 1998, as the case may be, after which they can be
exercised in whole, or in part, until expiration on August 9, 2005.

     Also in August 1995, 21,000 shares of class A common stock
were awarded under the 1987 Restricted Stock Plan, as amended.  One
half of such shares are performance accelerated restricted stock
and one half of such shares are performance restricted stock.

(12) During the third quarter of 1995, the Company recorded a
charge of $9.3 million to accurately reflect the Company's
inventory at the lower of cost or market.

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

     While the Company experienced strong unit sales growth in the
cellular product category during the third quarter, the downward
pressure on cellular telephone pricing, which began last summer,
has continued.  In view of this situation, the Company negotiated
reduced pricing on all current and future phone orders from our
vendors.  Additionally, the Company took a mark-down on its
existing cellular telephone inventory to accurately reflect the
market value of those telephones.

     The outlook for the Company's Quintex retail locations started
to deteriorate earlier this year, caused by greatly increased
competition and the cellular carriers' desire to reduce subscriber
acquisition costs.  Accordingly, the Company made the decision to
accelerate the closing of unprofitable Quintex locations.

     As a result, for the third quarter ended August 31, 1995, the
Company recorded an $11.8 million charge to income, before recovery
of income tax.  This charge was for cellular product, both
wholesale ($7.3 million for inventory write-downs) and retail ($4.0
million for inventory write-downs and other costs associated with
store closings within the Quintex group).  In the automotive sound
product category, which is primarily wholesale, there was a
$500,000 charge. The following is a discussion of these charges.

Wholesale

     The wholesale operation of the Company's cellular product
class recorded a charge of $7.3 million during the third quarter of
1995.  This charge was to reduce inventory carrying value to
current market value.  As previously disclosed, the cellular
marketplace is and has been extremely price-sensitive, with the
Company competing with many other companies for market-share.
Average selling prices have continued to decline.  In order to
maintain market share, the Company has reduced selling prices to
its customers.  Likewise, there was a similar charge to the gross
profit of the automotive sound category of $500,000.  In reviewing
the sound category, certain products sold primarily to mass-
merchandisers were reduced to reflect current market prices and
conditions.  

Retail

     The market for the Company's cellular retail operations has
continued to change over the last fiscal year.  Other companies,
who actively compete with Quintex, now include the direct sales
force of carriers, mass merchants, and other independent agents. 
Notwithstanding the competition, the carriers moved to reduce
subscriber activation costs which resulted in less activation
revenue per number to the Company. Though the retail operations
have been profitable in prior years, the result of increased
competition and reduced activation revenue resulted in the

<PAGE>
Company's decision to accelerate the closing of a majority of its
remaining retail locations. On August 31, 1995, the Company
operated a total of 77 retail locations, a reduction of 34 from
November 30, 1994. During the fourth quarter of 1995, the Company
plans to close an additional 47 locations.  Of the $4.0 million
charge to income, approximately $1.5 million is related to
inventory write-offs, $1.8 million associated with lease buy-outs,
employee severance pay, the write-off of leasehold improvements and
other fixed assets and $700,000 of miscellaneous charges, including
co-op advertising, deactivation allowances and anticipated bad
debts.

     The following table sets forth, for the periods indicated,
certain items from the Company's consolidated statements of
operations, expressed as percentages of net sales:

<TABLE>
                                   Three Months Ended  Nine Months Ended
                                       August 31,          August 31,
                                   1994      1995      1994      1995


<S>                              <C>       <C>       <C>       <C>
Net sales                        100.0%    100.0%    100.0%    100.0%
Gross profit                      18.4       6.6      18.8      14.1 
Operating expenses                16.2      20.1      15.6      17.9 
Income (loss) before provision 
 for (recovery of) income taxes 
 and cumulative effect of change 
 in accounting for income taxes    2.3      (8.7)     13.9      (3.7)
Cumulative effect of change in
  accounting for income taxes        -         -       0.1         - 
Net income (loss)                  1.4      (5.7)      7.9      (2.8)
</TABLE>

     Net sales by product line for the three and nine month periods ended
August 31, 1994 and August 31, 1995 are reflected in the following table:


<TABLE>
                                   Three Months Ended  Nine Months Ended
                                       August 31,          August 31,
                                   1994      1995      1994      1995
                                             (In Millions)

<S>                              <C>       <C>       <C>       <C>
Cellular Product - Wholesale     $ 46.6    $ 50.4    $152.8    $168.4 
Cellular Product - Retail           4.5       2.6      16.8      13.2 
Activation Commissions             11.3       7.7      36.9      29.9 
Residual Fees                       0.9       1.3       2.7       3.5 
     Total Cellular                63.3      62.0     209.2     215.0 

Automotive Sound Equipment         29.0      28.5      81.0      79.6 
Automotive Security and Accessory
  Equipment                        17.4      21.7      48.7      54.8 
Other                                 -         -       2.4         - 
 
                                 $109.7    $112.2    $341.3    $349.4 
</TABLE>


<PAGE>
RESULTS OF OPERATIONS

     Net sales increased $2.5 million or 2.2% and $8.1 million or
2.4% for the three and nine month periods ended August 31, 1995
compared to the same periods last year.  The increase for the
quarter was attributable to an increase in automotive security and
accessory equipment ($4.3 million or 24.7%).  This increase was
partially offset by decreases in cellular of $1.3 million (2.1%)
and automotive sound equipment of $500,000 or 1.7%.  The increase
in net sales for the nine month period was in cellular ($5.8
million or 2.8%) and automotive security and accessories ($6.1
million or 12.5%), partially offset by decreases in automotive
sound ($1.4 million or 1.7%) and other ($2.4 million or 100%).  The
other category, comprised principally of facsimile machines, has
been discontinued.  Wholesale sales were up 10.1% for the quarter
versus last year, and down 30.9% for retail, respectively.  Year to
date, wholesale sales were up 8.6% while retail sales dropped
22.3%.
     The decrease of $1.3 million in net sales in the cellular
product category for the quarter was due to a 26.6% decrease in
average unit selling prices to approximately $201 despite an
increase of 94,000 (61.3%) in unit sales.  On a year-to-date basis,
net sales were up $5.8 million, primarily due to an increase of
45.4% in unit sales to 750,000, partially offset by a 22.7%
decrease in average unit selling prices to approximately $213.  The
incremental increase in unit volume was caused by the introduction
of new product which was directed towards that portion of the
market which requires lower unit sales price.  The domestic market
for the sales of cellular products continues to be very competitive
and price-sensitive.

<PAGE>
     Revenues for cellular activation commissions decreased $3.6
million (31.8%) and $7.0 million (19.0%) for the three and nine
months ended August 31, 1995, respectively, compared to last year. 
This decrease is attributable to increased competition, a reduction
in the number of retail locations and a corresponding decrease in
new cellular subscriber activations of 27.2% and 14.2%, 
respectively.  Also contributing to the decrease was the continuing
decline in average activation fees received by the Company from the
carriers of approximately $23 (7.1%) and $20 (6.2%) for the three
and nine month periods, respectively.
     The decrease in net sales in the automotive sound category for
both the three and nine month periods compared to the same periods
last year was primarily in the AV product line. Net sales in the
Prestige Audio product line increased for the nine month period,
but was down for the quarter versus last year.  The decreases were
partially offset by increases for the three and nine month periods
in the Heavy Duty Sound, SPS, and Marine product lines.  
     Automotive accessories experienced increased sales for both
the three and nine months ended August 31, 1995 compared to last
year.  The increases were primarily in the Prestige and Hardgoods
product lines. These increases were offset by decreases in AA
security and cruise controls.
     Gross margins declined to 6.6% from 18.4% for the third
quarter of 1995 compared to 1994 as a result of lower selling
prices and the write-down of the carrying value of inventory of

<PAGE>
$9.3 million.  Gross margins before the inventory write-down were
14.9%.  This reflects the overall erosion of gross margins
experienced primarily in the cellular product category which
resulted in the decision to mark down the carrying value of the
Company's cellular inventory.  Of the $9.3 million inventory
adjustment, $8.8 million was in the cellular product category of
which $7.3 million was in the wholesale cellular operations and
$1.5 million being in the retail cellular operation.  The remaining
$500,000 was in the automotive sound product category in wholesale
operations.  Gross margins for the nine months ended August 31,
1995 were 14.1%, 16.8% before the aforementioned inventory
adjustment, compared to 18.8% last year.
     Cellular gross margins were negative and 9.2% after the charge
for the write-down of the carrying value of the cellular
inventories for the three and nine months ended August 31, 1995,
respectively.  As previously mentioned, the gross margins reflect
a $8.8 million charge for inventory write-downs.  In addition, the
decline in cellular margins is a result of the continuing decline
of unit selling prices due to increased competition and the
introduction of lower-priced units.  The portable cellular
telephone line accounted for the majority of this decrease.  The
average unit selling price declined 26.6% and 22.7% for the three
and nine month periods ended August 31, 1995 and 1994,
respectively.  Likewise, gross profits on unit sales declined 58.5%
and 46.9% for the same periods.  The number of new subscriber
activations declined 27.2% to 25,150 for the third quarter of 1995
and 14.2% to 98,500 for the nine month period compared to last

<PAGE>
year.  Average commissions received by the Company from the
cellular carriers per activation also declined 7.1% and 6.2% to
$303 for the three and nine month periods, respectively, versus
last year.  These decreases were partially offset by increases in
residual payments received by the Company of 29.7% and 22.6% for
the three and nine months ended August 31, 1995, respectively,
compared to the same periods last year.
     Automotive sound margins decreased from 19.8% to 13.1% and
from 20.3% to 17.2% for the three and nine month periods ended
August 31, 1995 compared to 1994. The decrease in automotive sound
margins was primarily in the AV product line, partially offset by
increases in the Heavy Duty Sound product lines.  Automotive
accessory margins remained essentially unchanged at 29.9% and 28.9%
compared to 30.1% and 28.6% for the three and nine month periods
ended August 31, 1995 and 1994, respectively. These increases were
primarily in the Prestige and Hardgoods product lines, partially
offset by a decrease in margins in AA security products.  
     The domestic cellular market continues to be a highly-
competitive, price-sensitive environment. Increased price
competition related to the Company's product could result in
downward pressure on the Company's gross margins if the Company is
unable to obtain competitively-priced product from its suppliers.
As previously stated, the Company's de-emphasis on retail
operations reflects the effect of this competition.
     Total operating expenses increased by approximately $4.8
million and $9.3 million for the three and nine months ended August
31, 1995 compared to last year.  A major component of these

<PAGE>
increases was the aforementioned charge for the Company's
downsizing of its retail operations.  Excluding this charge,
operating overhead increased $2.3 million and $6.9 million for the
three and nine month periods ended August 31, 1995 compared to the
same periods last year.  The wholesale operations accounted for
$2.6 million and $5.0 million, respectively, of these increases. 
The retail operation, without the charges for streamlining the
field operations previously mentioned, decreased approximately
$288,000 and increased $1.9 million for the three and nine month
periods ended August 31, 1995 and 1994, respectively.
     Warehousing, assembly and repair expenses remained essentially
unchanged at $2.4 million and increased $437,000 (6.4%) for the
three and nine month periods ended August 31, 1995, respectively,
versus last year.  The increase for the nine months was primarily
in field warehousing expenses.
     Selling expenses increased for both the three and nine month
periods ended August 31, 1995 compared to the same periods last
year by $938,000 (12.3%) and $3.4 million (15.1%), respectively. 
Advertising and other promotional marketing programs accounted for
the majority of the increases in both periods versus last year.
     General and administrative expenses increased $3.9 million
(50.2%) and $5.5 million (23.1%) for the three and nine months
ended August 31, 1995, respectively, compared to the same periods
last year.  The increase in both periods was due to a provision for
costs associated with the down-sizing of the retail group of  $2.5
million.  This provision includes costs for the buy-out of leases,
the write-off of leasehold improvements, severance pay and other

<PAGE>
charges necessary to close and consolidate the retail operations. 
On  August 31, 1995, the Company had 77 retail locations open, down
34 from November 30, 1994.  During the fourth quarter of 1995, the
Company plans to close an additional 47 locations. Other increases
were in professional fees, occupancy costs and expenses associated
with the Company's overseas buying offices.
     Interest expense and bank charges increased by $1.1 million or
73.5% and $2.8 million or 62.3% for the three and nine month
periods ended August 31, 1995, compared to the respective periods
of 1994 as a result of an increase in interest costs from increased
borrowing to support higher levels of inventory purchases. 
Management fees and related income and equity in income from joint
venture investments decreased by approximately $1.9 million and
$624,000 for the three and nine month periods ended August 31,
1995, as compared to the same periods of 1994, principally due to
CellStar not being accounted for under the equity method in the
third quarter of 1995 due to the Company's sale of 1,500,000 
CellStar shares. The gain on the sale of these securities, before
income taxes, was approximately $8.4 million.  Similarly, during
the nine months ended August 31, 1994, the Company sold shares of
CellStar, resulting in a pre-tax gain on sale of $27.8 million. 
Also in 1994, the Company recorded a $10.6 million gain on the
carrying value of the investment in CellStar after their public
offering.  In addition, one of the Company's 50%-owned equity
investments had an adjustment to its cellular inventory to bring
the carrying value into line with market conditions.  The Company
recorded its share of this charge, approximately $400,000, as a
reduction to management fees and related income.

<PAGE>
     Other expenses increased $141,000 for the three month period
ended August 31, 1995 compared to the same period last year.  Year
to date, other expenses increased approximately $3.0 million due to
the cost to the Company associated with the issuance of stock
warrants for no monetary consideration to certain holders of the
Company's convertible subordinated debentures.  This one-time, non-
cash charge to earnings is offset by a $2.9 million increase in
paid in capital.  Therefore, there is no effect on total
shareholders' equity.
     For the three and nine months ended August 31, 1995, the
Company recorded an income tax recovery of $3.3 million compared to
income tax provisions of $1.0 million and $20.5 million in 1994,
respectively.  The provision for 1994 was higher primarily due to
the $27.8 million gain on the sale of CellStar common stock and
operating profits.
LIQUIDITY AND CAPITAL RESOURCES
     The Company's cash position at August 31, 1995 was
approximately $1.1 million below the November 30, 1994 level. 
Operating activities used approximately $51.7 million, primarily
due to increases in inventory and unprofitable operations,
partially offset by decreases in accounts receivable.  Investing
activities provided approximately $16.0 million, primarily due to
the sale of 1,500,000 shares of CellStar common stock, partially
offset by the purchase of property, plant and equipment.  Financing
activities provided approximately $34.5 million, primarily from an
increase in bank obligations under line of credit agreements and
documentary acceptances.

<PAGE>
     On May 5, 1995, the Company entered into the Credit Agreement
with five banks, including Chemical Bank which acts as agent for
the bank group, which provides that the Company may obtain credit
through direct borrowings, letters of credit, and banker's
acceptances.  The obligations of the Company under the Credit
Agreement continue to be guaranteed by certain of the Company's
subsidiaries and will be secured by accounts receivable and
inventory of the Company and those subsidiaries.  Availability of
credit under the Credit Agreement is in a maximum aggregate amount
of $95.0 million, is subject to certain conditions and is based
upon a formula taking into account the amount and quality of its
accounts receivable and inventory.
     On May 9, 1995, the Company issued 1,668,875 warrants in a
private placement, with the underlying shares to be purchased
pursuant to an option on the Chief Executive Officer's personal
stock holdings.  Each warrant is convertible into one share of
class A common stock at $7 1/8, subject to adjustment under certain
circumstances.  The warrants were issued to the beneficial holders,
as of June 3, 1994, of $57.6 million of  the Company's 6 1/4%
convertible subordinated Debentures due 2001, in exchange for a
release of any claims such holder may have against the Company, its
agents, directors and employees in connection with their investment
in the Debentures.  Each holder received 30 Warrants for each
$1,000 of principal amount of debentures, except for Oppenheimer &
Co., Inc. which received 25 warrants for each $1,000 of principal
amount of debentures.  The warrants are not exercisable (a) until

<PAGE>
the later of (x) May 9, 1996 and (y) the date a registration
statement with respect to the class A common stock issuable upon
exercise of the warrants has been filed and declared effective by
the Securities and Exchange Commission or (b) after March 15, 2001,
unless sooner terminated under certain circumstances.  The Company
has also agreed to register the warrants and the underlying common
stock within one year of the date of issuance pursuant to a
registration rights agreement dated as of May 9, 1995, between the
Company and the purchasers of the warrants.
     On May 9, 1995, John J. Shalam, Chief Executive Officer of the
Company, granted the Company an option to purchase 1,668,875 shares
of class A common stock from his personal holdings at the same
price plus the tax impact, if any, should the exercise of this
option be treated as dividend income rather than capital gains to
Mr. Shalam.  The independent directors of the Company may elect to
issue shares from the Company instead of exercising the option on
Mr. Shalam's shares if such directors determine it is in the best
interest of the shareholders and the Company.
     On June 2, 1995, the  Company announced that Alan Goldfield,
Chairman and Chief Executive Officer of  CellStar, one of the
Company's equity investments, had exercised his option, pursuant to
a December 3, 1993 agreement with the Company, to purchase
1,500,000 shares of CellStar common stock from the Company at a
price of $11.50 per share.  As a result of this transaction, the
Company received $17.25 million in gross proceeds and still owns
2,375,000 shares of CellStar common stock or 12.79% ownership

<PAGE>
interest in CellStar.   Since the ownership percentage is below
20%, the Company no longer accounts for CellStar under the equity
method, and the remaining 2,375,000 shares are accounted for as
available-for-sale securities under FAS 115.  As discussed in Note
6 to the financial statements, FAS 115 addresses the accounting and
reporting for investments in equity securities that have readily
determinable fair values and for all investments in debt
securities.  Based upon the closing market price of CellStar on
August 31, 1995, the increase to equity as required by FASB 115 is
$40.0 million, net of deferred taxes.
     The Company believes that it has sufficient liquidity to
satisfy its anticipated working capital and capital expenditure
needs through November 30, 1995 and for the reasonable foreseeable
future.

<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:  October 16, 1995


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







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<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          NOV-30-1995
<PERIOD-END>                               AUG-31-1995
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<SECURITIES>                                         0
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