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

                                 FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 [fee required]

For the fiscal year ended      November 30, 1994                
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 Number)

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

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

Securities registered pursuant to Section 12(b) of the Act:

                    Name of Each Exchange on
     Title of each class:                   Which Registered    

Class A Common Stock $.01 par value      American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                                   None

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
requirement for the past 90 days.

                         Yes  X              No      

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Sec 229.405 of this
chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.
                                                  (X)

<PAGE>
The aggregate market value of the voting stock held by non-
affiliates of the registrant was $23,418,491 (based upon closing
price on the American Stock Exchange, Inc. on February 22, 1995).

The number of shares outstanding of each of the registrant's
classes of common stock, as of February 22, 1995 was

Class                                   Outstanding

Class A Common Stock $.01 par value          6,777,788
Class B Common Stock $.01 par value          2,260,954



                                  PART I


Item 1 - Business

General

     Audiovox Corporation, together with its operating
subsidiaries (collectively, the "Company"), markets and supplies,
under its own name or trade names, a diverse line of aftermarket
products which include automotive sound equipment, cellular
telephones, automotive accessories and consumer electronic
products.  Such products are designed primarily for installation
in cars, trucks and vans after they have left the factory.

     The Company's products are sold through a national
distribution network covering the United States, Canada and
overseas.  Sales are made directly and through approximately 900
independent distributors to new car dealers, cellular telephone
accounts, cellular service providers, regional Bell Operating
Companies ("BOCs"), mass merchandisers, catalogue showrooms,
original equipment manufacturers ("OEMs"), military Army and Air
Force Exchange Systems ("AAFES"), autosound specialists and
retailers.  The Company also sells to, and installs cellular
mobile telephones for, consumers from Company-owned retail sales
and service locations which generally operate under the name
"Quintex."

     The Company's products may be broadly grouped into four
major categories:  automotive sound equipment, cellular
telephones, automotive accessories and consumer electronic
products.  These categories represent different product lines
rather than separate reporting segments. 

     The Company was incorporated in Delaware on April 10, 1987,
as successor to the business of Audiovox Corp., a New York
corporation founded in 1960 (the "predecessor company") by John
J. Shalam, the Company's President, Chief Executive Officer and
controlling stockholder.  Unless the context otherwise requires,
or as otherwise indicated, references herein to the "Company"
include the Company, its wholly-owned and majority-owned
operating subsidiaries.  

<PAGE>

     On February 28, 1992, the Company filed merger documents
with the Secretary of State of Delaware and the Secretary of
State of the state of incorporation of each of the effected
subsidiaries which provided that these subsidiaries would be
merged with the Company.  The merger documents provided that the
merger was deemed effective February 28, 1992.  The following
subsidiaries were merged with the Company:  Audiovox Dealer
Services, Inc., Audiovox Florida Corp., Audiovox Midwest Corp.,
Audiovox Southeast Corp., Audiovox South Corp., Audiovox West
Corporation, Audiovox Kentucky Corp., Audiovox Carolina Inc.,
Audiovox Mid-Atlantic Inc., Marymol Investment Company, Inc.,
Audiovox Security Corp., Audiovox Northeast Corp. and Audiovox
OEM Corp.  The Company also merged certain of its subsidiaries
into other wholly-owned subsidiaries (to wit, Audiovox Suffolk
Corp. and National Clearing Services Corp. were merged with
Quintex Communications Corp. and Audiovox Tidewater Corp. was
merged with Quintex Mobile Communications Corp.).

Trademarks

     The Company markets products under several trademarks,
including Audiovox(R), Custom SPS(R), Prestige(R), Pursuit(R),
Minivox(TM), Minivox Lite(R) and The Protector(R).  The Company
believes that these trademarks are recognized by customers and
are therefore significant in marketing its products.  Trademarks
are registered for a period of ten years and such registration is
renewable for subsequent ten-year periods.

Distribution and Marketing

Cellular and Non-Cellular Wholesale

     The Company markets products on a wholesale basis to a
variety of customers through its direct sales force and
independent sales representatives.  During the fiscal year ended
November 30, 1994, the Company sold its products to approximately
3,300 wholesale accounts, including the BOCs, other cellular
carriers and their respective agents, mass merchandise chain
stores, specialty installers, distributors and car dealers, OEMs
and AAFES.

     The Company's five largest wholesale customers (excluding
joint ventures), who, in the aggregate, accounted for 12.4% of
the Company's net sales for the fiscal year ended November 30,
1994, are Cellular Communications, Inc. ("Cellular One"), Bell
Atlantic Mobile Systems, Nynex Mobile Communications Company, and
Vanguard Cellular Systems, all of whom are cellular carriers, and
K-Mart, a non-cellular mass merchant.  None of these customers
individually accounted for more than 3.6% of the Company's net
sales for such period.  In addition, the Company also sells its
non-cellular products to mass merchants such as Walmart Stores,
Inc., warehouse clubs including Price/Costco, Inc. and OEMs such
as Chrysler of Canada and Navistar International Corporation.

<PAGE>

     The Company uses several techniques to promote its products
to wholesale customers, including trade and customer advertising,
attendance at trade shows and direct personal contact by Company
sales representatives.  In addition, the Company typically
assists cellular carriers in the conduct of their marketing
campaigns (including the scripting of telemarketing
presentations), conducts cooperative advertising campaigns,
develops and prints custom sales literature and conducts in-house
training programs for cellular carriers and their agents.

     The Company believes that the use of such techniques, along
with the provision of warranty services and other support
programs, enhances its strategy of providing value-added
marketing and, thus, permits the Company to increase Audiovox(R)
brand awareness among wholesale customers while, at the same
time, promoting sales of the Company's products through to end
users.

     The Company's wholesale policy is to ship its products
within 24 hours of a requested shipment date from public
warehouses in Norfolk, VA and Sparks, NV and from leased
facilities located in Hauppauge, NY, Toronto, Canada and Los
Angeles, CA.

Retail

     As of November 30, 1994, the Company operated 91 retail
outlets and licensed its trade name to 20 additional retail
outlets in selected markets in the United States through which it
markets cellular telephones and related products to retail
customers under the names Audiovox(R), American Radio(R),
Quintex(R) and H & H Eastern Distributors ("H&H").  The Company
intends to gradually phase out the use of such multiple names and
rename all of its retail outlets with one uniform trade name.  In
addition to Audiovox products, these outlets sell competitive
products such as Motorola, Nokia and Uniden.

     The Company's retail outlets typically generate revenue from
three sources:  (i) sale of cellular telephones and related
products, (ii) activation commissions paid to the Company by
cellular telephone carriers when a customer initially subscribes
for cellular service and (iii) monthly residual fees.  The amount
of the activation commissions 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 payment is based upon a percentage
of the customer's usage and is calculated based on the amount of
the cellular phone billings generated by the base of the
customers activated by the Company on a particular cellular
carrier's system.  Under the Company's 20 licensee relationships,
the licensee receives the majority of the activation commissions,
and the Company retains the majority of the residual fees.  The
Company's agreements with cellular carriers provide for a
reduction in, or elimination of, activation commissions in

<PAGE>
certain circumstances if a cellular subscriber activated by the
Company deactivates service within a specified period.  The
Company records a reserve to provide for the estimated liability
for return of activation commissions associated with such
deactivations.  See Note 1(n) of Notes to Consolidated Financial
Statements.  As a practical matter, the profitability of the
Company's retail operations is dependent on the Company
maintaining agency agreements with cellular carriers under which
it receives activation commissions and residual fees.

     The Company's relationships with the cellular carriers are
governed by contracts that, in the aggregate, are material to the
continued generation of revenue and profit for the Company. 
Pursuant to applicable contracts with cellular carriers, each of
the Company's retail outlets functions as a non-exclusive agent
engaged to solicit and sell cellular telephone service in certain
geographic areas and, while such contract is in effect and for a
specified period thereafter (which typically ranges from three
months to one year), may not act as a representative or agent for
any other carrier or reseller in those areas or solicit cellular
or wireless communication network services of the kind provided
by the cellular carrier in the areas where the Company acts as an
agent.  The Company's retail operation is free, at any time after
the restricted period, to pursue an agreement with another
carrier who services a particular geographic area.  At present,
each geographic area is serviced by two cellular carriers.

     The Company currently has agency contracts with the
following carriers:  Bell Atlantic Mobile Systems, Inc.,
BellSouth Mobility, Inc., Metro Mobile CTS of Columbia, Inc.
("Bell Atlantic"), GTE Mobilnet of the Southeast, Inc., Richmond
Cellular Telephone Company d/b/a Cellular One, New York Cellular
Geographic Service Area, Inc. ("NYNEX"), United States Cellular,
Air Touch and Contel Cellular, Inc.  Dependant upon the terms of
the specific carrier contracts, which typically range in duration
from one year to five years, the Company's retail operation may
receive a one-time activation commission and periodic residual
fees.  These carrier contracts provide the carrier with the right
to unilaterally restructure or revise activation commissions and
residual fees payable to the Company, and certain carriers have
exercised such right from time-to-time.  Dependent upon the terms
of the specific carrier contract, the carrier may terminate the
agreement, with cause, upon prior notice to the Company. 
Typically, the Company's right to be paid residual fees ceases
upon termination of an agency contract.

Equity Investments

     The Company has from time-to-time, at both the wholesale and
retail levels, established joint ventures to market its products
to a specific market segment or geographic area.  In entering
into a joint venture, the Company seeks to join forces with an
established distributor with an existing customer base and
knowledge of the Company's products.  The Company seeks to blend

<PAGE>
its financial and product resources with these local operations
to expand their collective distribution and marketing
capabilities.  The Company believes that such joint ventures
provide a more cost effective method of focusing on specialized
markets.  The Company does not participate in the day-to-day
management of these joint ventures.

     As of November 30, 1994, the Company had a 20.88% ownership
interest in CellStar Corporation (CellStar)and a 33.33% ownership
interest in TALK Corporation (TALK) which holds world-wide
distribution rights for product manufactured by Shintom Co., Ltd.
(Shintom).  These products include cellular telephones, video
recorders and players and automotive sound products.  TALK has
granted Audiovox exclusive distribution rights on all wireless
personal communication products for all countries except Japan,
China, Thailand, and several small mid-eastern countries.  
Additionally, the Company had 50% non-controlling ownership in
three other companies:  Protector Corporation (Protector) which
acts as a distributor of chemical protection treatments and
Audiovox Specialty Markets Co., L.P. (ASM), which acts as a
distributor to specialized markets for RV's, van conversions,
televisions and other automotive sound, security and accessory
products, and Audiovox Pacific Pty., Limited (Audiovox Pacific)
which distributes cellular telephones and automotive sound and
security products in Australia and New Zealand.

     Effective December 1, 1993, the Company acquired the
remaining 50% interest in H&H for a warrant to purchase 50,000
shares of Class A Common Stock.  See Note 2 of Notes to
Consolidated Financial Statements.

Customers

     No customer of the Company accounted for more than 10% of
the Company's net sales for fiscal 1994.

Suppliers

     The Company purchases its cellular and non-cellular products
from manufacturers located in several Pacific Rim countries,
including Japan, China, Korea, Taiwan and Singapore, Europe and
in the United States.  In selecting its vendors, the Company
considers quality, price, service, market conditions and
reputation.  The Company maintains buying offices in Taiwan and
Korea to provide local supervision of supplier performance with
regard to, among other things, price negotiation, delivery and
quality control.  The majority of the products sourced through
these foreign buying offices are non-cellular.

     Since 1984, the principal supplier of the Company's
wholesale cellular telephones has been Toshiba Corporation
("Toshiba"), accounting for approximately 48%, 47% and 45% of the
total dollar amount of all product purchases by the Company,
during the fiscal years ended November 30, 1992, 1993 and 1994,

<PAGE>
respectively.  Beginning in 1994, Toshiba has competed directly
with the Company in the United States by marketing cellular
telephone products through Toshiba's United States distribution
subsidiary.  Toshiba continues to sell products to the Company as
an original equipment customer.  In order to expand its supply
channels and diversify its cellular product line, the Company has
begun to source cellular equipment from other manufacturers
including,  Sanyo Electric Trading Co., Ltd ("Sanyo"), Samsung
Electronics Co., Ltd. ("Samsung"), Alcatel Radiotelephone
("Alcatel") and Shintom.  Purchases of non-cellular products are
made primarily from other overseas suppliers including Hyundai
Electronics Inc. ("Hyundai"), Namsung Corporation ("Namsung") and
Nutek Corporation ("Nutek").  There are no agreements in effect
that require manufacturers to supply product to the Company.  The
Company considers its relations with its suppliers to be good. 
In addition, the Company believes that alternative sources of
supply are currently available.  

Competition

     The Company's wholesale business is highly competitive in
all its product lines, each competing with a number of well-
established companies that manufacture and sell products similar
to those of the Company.  Additionally, the Custom SPS line
competes against factory-supplied radios.  Service and price are
the major competitive factors in all product lines.  The Company
believes that it is a leading supplier to the cellular market
primarily as a result of the performance of its products and the
service provided by its distribution network.  The Company's
retail business is also highly competitive on a product basis. 
In addition, since the Company acts as an agent for cellular
service providers, these cellular service providers must also
compete in their own markets which are also highly competitive. 
The Company's retail performance is, therefore, also based on the
carriers' ability to compete.

Employees

     At November 30, 1994, the Company employed approximately
1107 persons.

Executive Officers of the Registrant

          The executive officers of the registrant are listed
below.  All officers of the Company are elected by the Board of
Directors to serve one-year terms.  There are no family
relationships among officers, or any arrangement or understanding
between any officer and any other person pursuant to which the

<PAGE>
officer was selected.  Unless otherwise indicated, positions
listed in the table have been held for more than five years.

Name                          Age       Current Position

John J. Shalam  . .  . .      61        President and Chief
                                        Executive Officer and
                                        Director
Philip Christopher.  . .      46        Executive Vice President
                                        and Director
Charles M. Stoehr .  . .      48        Senior Vice President,
                                        Chief Financial Officer
                                        and Director
Patrick Lavelle . .  . .      43        Vice President and
                                        Director
Martin Novick.  . .  . .      59        Vice President and
                                        Director
Chris L. Johnson. .  . .      43        Vice President, Secretary
Harold Bagwell  . .  . .      54        Vice President and
                                        Director
Gordon Tucker.  . .  . .      43        Director
Irving Halevy.  . .  . .      78        Director

     John J. Shalam has served as President and Chief Executive
Officer and a director of the Company since 1960.  Mr. Shalam
also serves as president and a director of most of the Company's
operating subsidiaries.

     Philip Christopher, Executive Vice President of the Company,
has been with the Company since 1970 and has held his current
position since 1983.  Prior thereto, he was Senior Vice President
of the Company.  Mr. Christopher also has been a director of the
Company since 1973 and, in addition, serves as an officer and a
director of most of the Company's operating subsidiaries.

     Charles M. Stoehr has been Chief Financial Officer of the
Company since 1979 and was elected Senior Vice President in 1990.
Mr. Stoehr has been a director of the Company since 1987.  From
1979 through 1990, Mr. Stoehr was a Vice President of the
Company.

     Patrick M. Lavelle has been a Vice President of the Company
since 1982.  In 1991, Mr. Lavelle was elected Vice President,
with responsibility for marketing and selling the Company's
automotive accessory and automotive sound line of products.  Mr.
Lavelle was elected to the Board of Directors in 1993.

     Martin Novick has been a Vice President of the Company since
1971 and has been a director since 1987.  In 1991, Mr. Novick was
elected Vice President, with responsibility for the sale of
autosound products to mass merchandisers. 

     Chris L. Johnson has been Vice President of the Company
since 1986 and Secretary since 1980.  Ms. Johnson has been
employed by the Company in various positions since 1968 and was a
director of the Company from 1987 to 1993.

<PAGE>
     Harold Bagwell has been a Vice President of the Company
since 1992 and an officer of certain subsidiaries of the Company
since 1978.  Mr. Bagwell has responsibility for the Company's
retail operations in the southern United States.  Mr. Bagwell was
elected to the Board of Directors in 1994.

     Gordon Tucker has served as a director of the Company since
1987.  Since August 1994, Dr. Tucker has been the Rabbi of Temple
Israel Center of White Plains, New York, and since 1979 has also
been an Assistant Professor of Philosophy at the Jewish
Theological Seminary of America.  From 1984 through 1992, he was
also Dean of the Rabbinical School at the Jewish Theological
Seminary of America.

     Irving Halevy has served as a director of the Company since
1987.  Mr. Halevy is a retired professor of Industrial Relations
and Management at Fairleigh Dickinson University where he taught
from 1952 to 1986.  He also is a panel member of the Federal
Mediation and Conciliation Service.


I
tem 2 - Properties

     The Company leases all of its facilities.  As of
November 30, 1994, excluding its joint venture premises, the
Company leased a total of ninety-nine operating facilities
located in sixteen states, two Canadian provinces and Malaysia. 
These facilities serve as offices, warehouses, distribution
centers or retail locations.  Additionally, the Company utilizes
approximately 100,000 square feet of public warehouse facilities. 
Management believes that it has sufficient, suitable operating
facilities to meet the Company's requirements.


Item 3 - Legal Proceedings

     In February 1993, an action was instituted in the Circuit
Court of Cooke County, Illinois, (Robert Verb, et al. v.
Motorola, Inc., et al., File No.: 93 Ch. 00969), against the
Company and other defendants.  The complaint in such action seeks
damages on several product liability related theories, alleging
that there is a link between the non-thermal electromagnetic
field emitted by portable cellular telephones and the development
of cancer, including brain cancer.  On August 20, 1993, an order
was entered dismissing the complaint which included the Company
as a defendant and permitting plaintiffs to file an amended
complaint which does not include the Company as a defendant. 
Such order, effectively dismissing the Company as a defendant, is
being appealed by the plaintiffs.  The Company believes that its
insurance coverage and rights of recovery against manufacturers
of its portable hand-held cellular telephones relating to this
case are sufficient to cover any reasonably anticipated damages. 
In addition, the Company believes that there are meritorious
defenses to the claims made in this case.

<PAGE>
     In November 1991, a class action was commenced by Jeffrey R.
Cramm on behalf of himself and other similarly situated against
the Protector Corporation, Audiovox Corporation and unnamed "John
Does" in the Circuit Court of Cook County, Chancery Division,
State of Illinois.  The complaint alleges unfair and deceptive
trade practices and sought, inter alia, judgment that the
Protector reprocess all affected warranty denials submitted by
class members or, alternatively, at the class members option
refund all monies paid with interest together with punitive
damages and reasonable attorney's' fees.  The parties have
entered into a settlement which was approved by the Court on June
29, 1994 and which does not require any payment by the Company.

     On  August 31, 1994, an action was instituted entitled Steve
Helms and Cellular Warehouse, Inc. v. Quintex Mobile, Wachovia
Bank, GTE Mobilnet, Stan Bailey and Rick Rasmussen in the Court
of Common Pleas, Sumter County, South Carolina.  Plaintiffs
allege ten causes of action against Quintex, including fraud,
breach of contract, conspiracy, conversion, interference with
prospective contract, restraint of trade, violation of Unfair
Trade Practices Act, false arrest and malicious prosecution. 
Damages sought are $1.2 million plus punitive damages.  Also
plaintiffs are seeking treble damages and attorneys' fees under
the Unfair Trade Practices Act.  The case is presently in the
early discovery stage.  Management intends to vigorously defend
the action and is of the opinion that there are meritorious
defenses to the claims made in this case and that the ultimate
outcome of this matter will not have a material adverse impact on
the financial position of the Company.

     In February 1995, an action was commenced by Thunderball
Marketing, Inc. against Quintex Communications Corp., Nynex
Mobile Communications Company, and others in the United States
District Court for the Southern District of New York.  The
complaint alleges that defendants have violated federal anti-
trust laws by engaging in conduct which is purported to be a
restraint of trade and competition and have tortiously interfered
with Plaintiff's contract with Nynex and have intentionally
interfered with Plaintiff's prospective economic or business
advantage.  The Complaint seeks, from all defendants, injunctive
relief, treble damages for alleged anti-trust violations of
approximately $3 million, damages of $1 million for tortious
interference with contract and damages of $1 million for
intentional interference with prospective or actual economic
advantage or business relation.  Management intends to vigorously
defend the action and is of the opinion that there are
meritorious defenses to the claims made in this case and that the
ultimate outcome of this matter will not have a material adverse
impact on the financial position of the Company.

     In addition, the Company is currently, and has in the past
been, a party to other routine litigation incidental to its
business.  The Company does not expect any pending litigation to
have a material adverse effect on its financial condition or
results of operations. 

<PAGE>

Item 4 - Submission of Matters to a Vote of Security Holders

     No matters were submitted to a vote of security holders
during the fourth quarter of fiscal 1994.
                                    

                                 PART II


Item 5 - Market for the Registrant's Common Equity and Related
         Stockholder Matters

Summary of Stock Prices and Dividend Data

Class A Common Shares of Audiovox are traded on the American
Stock Exchange under the symbol VOX.  No dividends have been paid
on the Company's common stock.  The Company is restricted by
agreements with its financial institutions from the payment of
common stock dividends while certain loans are outstanding (see
Liquidity and Capital Resources of Management's Discussion and
Analysis).  There are approximately 2,025 holders of Class A
Common Stock and 5 holders of Class B Common Stock.

Class A Common Stock

<TABLE>
                                                            Average Daily
Fiscal Period                                High      Low  Trading Volume
1993
  <S>                                      <C>       <C>        <C>
  First Quarter. . . . . . . . . . . . . . $ 9 5/8   $ 5 5/8    19,000
  Second Quarter . . . . . . . . . . . . .  12 5/8     7 1/8    20,000
  Third Quarter. . . . . . . . . . . . . .  14 5/8    10 1/4    22,000
  Fourth Quarter . . . . . . . . . . . . .  18 3/8    12        32,000

1994
  First Quarter. . . . . . . . . . . . . .  18 3/8   14 1/4     26,400
  Second Quarter . . . . . . . . . . . . .  16       11 7/8     32,600
  Third Quarter. . . . . . . . . . . . . . .12 3/4    6 1/4     39,600
  Fourth Quarter . . . . . . . . . . . . . . 9 3/8    6 3/4     19,600
</TABLE>


<PAGE>

Item 6 - Selected Financial Data

Years ended November 30, 1994, 1993, 1992, 1991 and 1990
(Dollars in thousands, except per share data)

<TABLE>
                       1994          1993         1992      1991           1990

<S>              <C>         <C>          <C>               <C>           <C>
Net Sales        $486,448    $389,038     343,905           327,966       308,147
Net income (loss)  26,028(e)   12,224(d)    7,670(c)        (14,658)(a)   (3,192)
Net income (loss) 
  per common share, 
  primary            2.86(e)     1.35(d)      .85(c)  (1.63)      (.35)
Net income per common
  share, fully diluted           2.20(e)      1.25(d)     -       -            - 
Total assets      239,098     169,671     145,917           137,082      142,834 
Long-term obligations, 
  less current 
  installments    110,698      13,610      55,335    59,912(b)  29,075 
Stockholders' equity           92,034       65,793   53,457            46,696       61,462 
</TABLE>

(a)  Includes a restructuring charge of $5,048.
(b)  Long-term debt includes the effect of a May 1992
     renegotiation of subordinated notes and bank obligations,
     which were $29,000 Series A and Series B subordinated notes
     and $30,912 of bank obligations.
(c)  Includes an extraordinary item of $1,851 or $.21 per share.
(d)  Includes an extraordinary item of $2,173 or $.24 per share.
(e)  Includes a cumulative effect change of ($178) or (0.02) per
     share.


Item 7 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations

     The Company's operations are conducted in a single business
segment encompassing three principal product lines:  cellular,
automotive sound equipment and automotive security and accessory
equipment.

     The Company's wholesale cellular operations generate revenue
from the sale of cellular telephones and accessories.  The
Company's retail outlets typically generate revenue from three
sources: (i) the sale of cellular telephones and related
products, (ii) activation commissions paid to the Company by
cellular telephone carriers when a customer initially subscribes
for cellular service and (iii) monthly residual fees.  The price
at which the Company's retail outlets sell cellular telephones is
often affected by the amount of the activation commission the
Company will receive in connection with such sale.  The amount of
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 payment is based upon a percentage of the
customer's usage and is calculated based on the amount of the
cellular phone billings generated by the base of customers
activated by the Company on a particular cellular carrier's
system.

<PAGE>
     The Company's automotive sound product line includes stereo
cassette radios, compact disc players and changers, speakers and
amplifiers.  The automotive security and accessory line consists
of automotive security products, such as alarm systems, and power
accessories, including cruise controls and power door locks. 

     Certain reclassifications have been made to the data for
periods prior to fiscal 1994 in order to conform to fiscal 1994
presentation.  The net sales and percentage of net sales by
product line for the fiscal years ended November 30, 1992, 1993
and 1994 are reflected in the following table:

<TABLE>
                                        Year Ended November 30,         
                                   1992           1993           1994    
                                         (Dollars in thousands)          

<S>                          <C>        <C>  <C>       <C> <C>        <C>
Cellular Product-Wholesale   $165,479   48%  $189,636  49% $237,566   49%
Cellular Product-Retail         8,027    2     12,281   3    18,198    3 
Activation Commissions         19,209    6     27,504   7    47,788   10 
Residual Fees                   2,260    1      2,646   1     4,005    1 

Total Cellular                194,975   57    232,067  60   307,557   63 

Automotive Sound Equipment     89,680   26     94,674  24   112,512   23 
Automotive Security and 
  Accessory Equipment          53,057   15     57,025  15    64,040   13 
Other                           6,193    2      5,272   1     2,339    1 

     Total                   $343,905  100%  $389,038 100% $486,448  100%
</TABLE>


<PAGE>
     The following table sets forth for the periods indicated
certain statement of operations data for the Company expressed as
a percentage of net sales:

<TABLE>
                                             Percentage of Net Sales 
                                             Year Ended November 30, 
                                             1992      1993      1994

Net Sales:
<S>                                         <C>       <C>       <C>
Net Product Sales                           93.7%     92.3%     89.4%
Cellular Telephone Activation Commissions    5.6       7.0       9.8 
Cellular Telephone Residual Fees             0.7       0.7       0.8 
Net Sales                                  100.0     100.0     100.0 
Cost of Sales                               82.8      80.7      82.5 
Gross Profit                                17.2      19.3      17.5 
Selling Expense                              4.9       6.0       6.6 
General and Administrative Expense           7.3       7.2       6.8 
Warehousing, Assembly and Repair Expense     2.4       2.2       1.9 
Operating Income                             2.6       3.9       2.2 
Interest Expense                             1.9       1.7       1.3 
Income of Equity Investments                 0.3       1.3       0.8 
Management Fees                              1.4       0.5       0.3 
Gain on sale of equity investment              -         -       5.7 
Gain on public offering equity investment      -         -       2.2 
Other Expenses, Net                            -       0.1       0.2 
Income Taxes                                 0.2       0.8       4.2 
Net Income                                   2.2       3.2       5.4 
</TABLE>


Results of Operations

Fiscal 1994 Compared to Fiscal 1993

     Net sales increased by approximately $97.4 million, or 25.0%
for fiscal 1994, compared to fiscal 1993.  This result was
primarily attributable to increases in net sales from cellular
telephone products of approximately $75.5 million, or 32.5%,
automotive sound equipment of approximately $17.8 million, or
18.8%, and automotive security and accessory equipment of
approximately $7.0 million, or 12.3%.  These increases were
partially offset by a decline in net sales attributable to
facsimile machines of approximately $2.9 million, or 55.6%.

     The improvement in net sales of cellular telephone products
was primarily attributable to a combination of increased unit
sales and activation commissions.  Net sales of cellular products
increased by approximately 325,450 units, or 65.0%, compared to
fiscal 1993, primarily resulting from an increase in sales of
hand-held portable cellular telephones and transportable cellular
telephones, partially offset by a decline in sales of installed
mobile cellular telephones.  The average unit selling price
declined approximately 18.2% vs. 1993 as production efficiencies
and market competition continues to reduce unit selling prices. 
The Company believes that the shift from installed mobile
cellular telephones to hand-held and transportable cellular
telephones is reflective of a desire by consumers for increased

<PAGE>
flexibility in their use of cellular telephones.  Toward that
end, the Company markets an accessory package that permits its
Minivox(TM) and Minivox Lite(R) hand-held cellular telephones to
be used in an automobile on a hands-free basis and to draw power
from the automobile's electrical system like an installed mobile
cellular telephone.  

     The number of activation commissions increased 84.2% over
fiscal 1993.  Activation commissions increased by approximately
$20.3 million, or 73.8%, for fiscal 1994, compared to fiscal
1993.  This growth was primarily attributable to the increase in
new cellular subscriber activations, partially due to the net
addition of 30 retail outlets operated by the Company, the
acquisition of H&H and one new retail outlet operated by
licensees of the Company during the twelve-month period ended
November 30, 1994.  This increase in commission revenue was
partially offset by a 5.7% decrease in average activation
commissions paid to the Company.  Residual revenues on customer
usage increased by approximately $1.4 million, or 51.4%, for
fiscal 1994, compared to fiscal 1993, due primarily to the
addition of new subscribers to the Company's subscriber base.

     Net sales of automotive sound equipment increased by
approximately $17.8 million, or 18.8%, for fiscal 1994, compared
to fiscal 1993.  This increase was attributable primarily to an
increase in sales of high-end sound products, products sold to
mass merchandise chains and new car dealers, and products used in
the truck and agricultural vehicle markets, which was partially
offset by decreases in auto sound sales to private label
customers and several OEM accounts.  Net sales of automotive
security and accessory products increased approximately $7.0
million, or 12.3%, for fiscal 1994, compared to fiscal 1993,
principally due to increases in sales of vehicle security
products.  This increase was partially offset by a reduction in
net sales by the Company of cruise controls and recreational
vehicle equipment and accessories.

     Gross margins decreased to 17.5% in fiscal 1994 from 19.3%
for fiscal 1993.  This decrease was primarily due to the shift in
the Company's product mix to a greater percentage of low-cost,
high-volume portable cellular telephones.  Additionally, cellular
gross margins were adversely affected by price competition with
Motorola and Nokia which developed during the latter part of the
second quarter of 1994 and intensified during the remainder of
the year.  Cellular gross margins were further affected by costs
incurred in connection with the return to the vendor of product
that did not perform satisfactorily.  Retail gross margins
declined from 37.2% to 35.5% as a result of reduced average
activation commissions during fiscal 1994.  This was partially
offset by an increase in residual payments.  Automotive sound
equipment margins decreased across all product lines and
automotive security and accessory product margins showed a
moderate increase for fiscal 1994 compared to fiscal 1993.  The
Company operates in a highly-competitive environment and believes
that such competition will intensify in the future.  Increased

<PAGE>
price competition relating to products and services provided to
the Company's retail customers on behalf of cellular carriers,
may result in downward pressure on the Company's gross margins.  

     Total operating expenses increased by approximately $14.7
million, or 24.5%, for fiscal 1994, compared to fiscal 1993.  Of
the $14.7 million increase in total operating expenses, $10.8
million (73.5%) was from retail operations.  This increase was
due to the expansion of the retail division and the acquisition
of the remaining 50% interest in H&H. Total operating expenses as
a percentage of sales remained essentially unchanged at 15.3% for
fiscal 1994 compared to fiscal 1993.  

     Selling expenses increased by approximately $8.7 million, or
37.7%, for fiscal 1994 compared to fiscal 1993, primarily due to
increases in marketing support costs (which include expenditures
for sales literature, promotion of products in key market areas,
and divisional marketing expenses), salespersons' compensation
and commissions paid to outside sales representatives primarily
due to increases in commissionable sales.  The Company has
adopted a strategy for the wholesale business of increasing
marketing support expenditures in order to accelerate sales
growth.  The retail division accounted for $5.8 million ($66.0%)
of the increase over fiscal 1994. Selling expense as a percentage
of net sales increased from 6.0% for fiscal 1993 to 6.6% for
fiscal 1994.  

     General and administrative expenses increased by
approximately $5.0 million, or 17.9%, for fiscal 1994 compared to
fiscal 1993, largely as the result of increases in the number of
personnel required for the opening and operation of additional
retail outlets, partially offset by a decrease in the provision
for bad debt expense, which was primarily attributable to
increased collection efforts and an improvement in the credit
quality of the Company's customer base.  Employee benefit costs
also increased, reflecting the continuing rise in health benefit
costs.  Other increases in general and administrative expenses
occurred in travel, occupancy and insurance expenses.  These
increases were partially offset by decreases in professional fees
and costs associated with the Company's overseas buying offices. 
The retail division accounted for $4.4 million (88.4%) of the
increase over fiscal 1994.

     Warehousing, assembly and repair expenses increased by
approximately $907,000, or 10.7%, for fiscal 1994 compared to
fiscal 1993, largely due to increases in costs attributable to
direct labor, principally due to the retail and cellular
divisions.  The retail division accounted for $628,000 (69.2%) of
the increase over fiscal 1994.

<PAGE>
     Management fees and related income and equity in income
(loss) of equity investments for 1994 increased by approximately
$9.0 million (131%) over fiscal 1993 as outlined in the following
table:

<TABLE>
                       1993                        1994            
                       Equity                     Equity
           Management  Income         Management  Income
              Fees     (Loss)   Total    Fees     (Loss)  Total

<S>        <C>        <C>      <C>     <C>      <C>      <C>
CellStar   $1,220     $3,927   $5,147  $    -   $13,958  $13,958 
ASM             -        841      841               932      932 
H & H          70         (6)      64       -         -        - 
Pacific       613        186      799     435       242      677 
Protector       -          -        -   1,108         -    1,108 
TALK            -          -        -       -      (819)    (819)
           $1,903     $4,948   $6,851  $1,543   $14,313  $15,856 
</TABLE>

                  
     The increase in CellStar is due to the increase in carrying
value of the Company's remaining investment in CellStar, partially
offset by the suspension of management fees.  The increase in ASM
is due to an increase in sales and profitability by the venture. 
The decrease in H&H is due to this entity now being a wholly-owned
subsidiary of the Company and, therefore, being included in the
consolidated reporting of the Company for 1994.  The decrease in
Audiovox Pacific is due to an overall decline in gross profits as
the market in Australia became more competitive.

     Previously, Protector has been unprofitable and the
investment on the Company's books was written off prior to 1987. 
The Company continued to support Protector through various
marketing programs, but was unable to be reimbursed by the Company
for these services through a management fee.  Protector had funded
its product chemical treatment product warranty programs through
insurance policies (cash collateralized) for each of the warranty
periods.  During 1994, the warranty obligations for certain
warranty periods had been fulfilled and excess funds became
available.  Protector approved a partial payment to the Company
for its prior support, which was recorded by the Company in
November 1994.

     TALK commenced operations in October 1994.  From October 1994
through November 1994, all activity recorded by TALK was related
to start-up operations.  The Company believes that, as a new
operation, there will be additional start-up costs during 1995.

     Other expenses increased by approximately $797,000 for
fiscal 1994 compared to fiscal 1993, primarily due to an
increase in debt amortization costs and a reduction in interest
income.

     Net interest and bank charges increased by approximately
$31,000, or 0.5%, for fiscal 1994, compared to fiscal 1993. 
Even though interest rates have increased, the Company's
interest expense was favorably impacted by the newly issued $65
million, 6 1/4% debenture.

<PAGE>
     For fiscal 1994, the Company's provision for income tax was
approximately $20.3 million, compared to a provision of
approximately $5.2 million for fiscal 1993.  The increase in the
effective tax rate was primarily due to the undistributed
earnings from equity investments.  See Note 10 of Notes to
Consolidated Financial Statements.  

Fiscal 1993 Compared to Fiscal 1992

     Net sales increased by approximately $45.1 million, or
13.1% for fiscal 1993, compared to fiscal 1992.  This result was
primarily attributable to increases in net sales from cellular
telephones of approximately $37.1 million, or 19.0%, automotive
sound equipment of approximately $5.0 million, or 5.6%, and
automotive security and accessory equipment of approximately
$4.0 million, or 7.5%.  These increases were partially offset by
a decline in net sales attributable to facsimile machines of
approximately $921,000, or 14.9%.

     The improvement in net sales of cellular telephone products
was primarily attributable to a combination of increased unit
sales and activation commissions.  Net sales of cellular
products increased by approximately 102,700 units, or 21.5%,
compared to fiscal 1992, primarily resulting from the
introduction of the Minivox Lite(R) series of hand-held portable
cellular telephones and increased sales of transportable "bag"
cellular telephones, partially offset by a decline in sales of
installed mobile cellular telephones.  The average unit selling
price was relatively consistent, as the continued shift toward
sales of higher-priced hand-held portable cellular telephone
products substantially offset a continued decline in cellular
telephone prices throughout the period.  The Company believes
that the shift from installed mobile cellular telephones to
hand-held and transportable cellular telephones is reflective of
a desire by consumers for increased flexibility in their use of
cellular telephones.  Toward that end, the Company markets an
accessory package that permits its Minivox(TM) and Minivox
Lite(R) hand-held cellular telephones to be used in an
automobile on a hands-free basis and to draw power from the
automobile's electrical system like an installed mobile cellular
telephone.  Unit sales in the fourth quarter reflect a slower
rate of growth as the introduction of the new Minivox(TM) MVX
525, slated for introduction in September, 1993, was delayed
until November, 1993.

     Activation commissions and residual fees increased by
approximately $8.7 million, or 40.4%, for fiscal 1993, compared
to fiscal 1992.  This growth was primarily attributable to the
increase in new cellular subscriber activations, partially due
to the addition of 26 new retail outlets operated by the Company
and 19 new retail outlets operated by licensees of the Company
during the twelve-month period ended November 30, 1993. 
Residual revenues on customer usage increased by approximately
$386,000, or 17.1%, for fiscal 1993, compared to fiscal 1992,

<PAGE>
due primarily to the addition of new subscribers to the
Company's subscriber base.

     Net sales of automotive sound equipment increased by
approximately $5.0 million, or 5.6%, for fiscal 1993, compared
to fiscal 1992.  This increase was attributable primarily to an
increase in sales of high-end sound products and products used
in the truck and agricultural vehicle markets, which was
partially offset by decreases in auto sound sales to new car
dealers and the discontinuance of two of the Company's
automotive sound product lines.  Net sales of automotive
security and accessory products increased approximately $4.0
million, or 7.5%, for fiscal 1993, compared to fiscal 1992,
principally due to increases in sales of vehicle security
products.  This increase was partially offset by a reduction in
net sales by the Company of video cassette players and
television and related accessories which occurred in connection
with the establishment by the Company and Automotive Sound &
Accessories Company in January 1992 of a joint venture to sell
these products to the recreational vehicle, van and marine
markets.  Net sales attributable to sales by the Company's joint
ventures are not reflected in net sales but rather, the
Company's pro rata share of equity in a joint venture's income
is included in equity in income of equity investments, which is
discussed below.  Accordingly, upon formation of such joint
venture, the Company no longer reported sales of video cassette
players and related accessories.

     Gross margins increased to 19.3% in fiscal 1993 from 17.2%
for fiscal 1992.  This increase was primarily due to the shift
in the Company's product mix to a greater percentage of portable
cellular telephones (primarily the Minivox Lite(R) series) which
typically carry higher margins, higher activation commissions
and increased income from residual payments.  Cellular margin
increases were partially offset by the delayed introduction of
the Company's new Minivox(TM) MVX 525 which was introduced in
November 1993, rather than September 1993, as planned.  
Imposition of threatened trade sanctions would have a material
adverse effect on the Company's cellular product margins.
Automotive sound equipment margins were relatively consistent
and automotive security and accessory product margins showed a
moderate increase for fiscal 1993 compared to fiscal 1992.  The
Company operates in a highly-competitive environment and
believes that such competition will intensify in the future. 
Increased price competition relating to products and services
provided to the Company's retail customers on behalf of cellular
carriers, may result in downward pressure on the Company's gross
margins.  

     Total operating expenses increased by approximately $9.5
million, or 18.9%, for fiscal 1993, compared to fiscal 1992. 
Total operating expenses as a percentage of sales increased from
14.6% for fiscal 1992 to 15.4% for fiscal 1993.  These increases
were principally attributable to increased selling expenses. 

<PAGE>
     Selling expenses increased by approximately $6.5 million,
or 38.9%, for fiscal 1993 compared to fiscal 1992, primarily due
to increases in marketing support costs (which include
expenditures for sales literature and promotion of products in
key market areas), salespersons' compensation and commissions
paid to outside sales representatives primarily due to increases
in commissionable sales.  After the Company's return to
profitability in fiscal 1992, it adopted a strategy of
increasing marketing support expenditures in order to attempt to
accelerate sales growth.  This strategy was implemented in
fiscal 1993 and, consequently, selling expense as a percentage
of net sales increased from 4.9% for fiscal 1992 to 6.0% for
fiscal 1993.

     General and administrative expenses increased by
approximately $2.9 million, or 11.5%, for fiscal 1993 compared
to fiscal 1992, largely as the result of increases in the number
of personnel required for the opening and operation of
additional retail outlets, partially offset by a decrease in the
provision for bad debt expense, which was primarily attributable
to increased collection efforts and an improvement in the credit
quality of the Company's customer base.  Employee benefit costs
also increased, reflecting the continuing rise in health benefit
costs.  In addition, professional fees and amortization of such
fees increased, due to the retention of consultants and
attorneys in connection with an amendment to the Company's bank
credit facility.  Since a majority of the Company's general and
administrative expenses are fixed and such expenses grew, in the
aggregate, at a rate slower than the growth in net sales, such
expenses declined as a percentage of net sales from 7.3% for
fiscal 1992 to 7.2% for fiscal 1993.

     Warehousing, assembly and repair expenses increased by
approximately $132,000, or 1.6%, for fiscal 1993 compared to
fiscal 1992, largely due to increases in costs attributable to
increased use of public warehousing as a result of increases in
sales volume.  Warehousemen receive an "in/out charge" when
goods are received at the warehouse, plus a monthly charge based
upon space occupied during the month.  Because these expenses
grew at a rate slower than net sales, such expenses declined as
a percentage of net sales from 2.4% for fiscal 1992 to 2.2% for
fiscal 1993.

     Management fees and related income and equity in income of
equity investments increased by approximately $741,000, or
12.1%, for fiscal 1993 compared to fiscal 1992, primarily as a
result of increased earnings in the Company's equity
investments, partially offset by a reduction in management fees,
which the Company stopped accruing from CellStar in July 1993 in
contemplation of the CellStar Offering.  Other expenses
increased by approximately $372,000, or 51.4%, for fiscal 1993
compared to fiscal 1992, primarily due to amortization of the
costs associated with the restructuring of the Company's
indebtedness completed in May 1992.

<PAGE>
     Net interest and bank charges decreased by approximately
$182,000, or 2.7%, for fiscal 1993, compared to fiscal 1992. 
This decrease was primarily attributable to an increase in
interest income and a decrease of approximately $6,800,000 in
average outstanding debt. 

     For fiscal 1993, the Company's provision for income tax
(before utilization of a net operating loss carryforward credit
of approximately $2,173,000) was approximately $5,191,000,
compared to a provision of approximately $2,500,000 (before
utilization of a net operating loss carryforward credit of
approximately $1,900,000) for fiscal 1992.  The effective tax
rate for fiscal 1993 was 34.1%, compared to 30.0% for fiscal
1992.  As of November 30, 1993, the Company had utilized all of
its net operating loss carryforwards.

Liquidity and Capital Resources

     The Company's cash position at November 30, 1994 was $4.1
million above the November 30, 1993 level.  Operating activities
used approximately $45.8 million, primarily due to increases in
accounts receivable, inventory, and equity in income (loss) of
equity investments.  This was partially offset by increases in
accounts payable and accrued expenses, deferred income taxes
payable and profitable operations.  Investing activities
provided approximately $28.6 million, primarily from the net
proceeds of the partial sale of one of the Company's equity
investments, CellStar, and the collection of notes receivable
from the same equity investment.  This source of cash was
partially offset by the purchase of property, plant and
equipment, and the purchase of two new equity investments (Note
12).  Financing activities provided approximately $21.3 million,
primarily from the proceeds from issuance of long-term debt,
offset by a reduction of bank obligations under line of credit
agreements and documentary acceptances.  The Company also paid
approximately $17.4 million in principal payments on long-term
debt.

     In December 1993, CellStar, the successor in interest to
the Company's National Auto Center and Audiomex Export Corp.
joint ventures, completed the CellStar Offering for 7,935,000
shares of CellStar Common Stock.  Of such shares, the Company
sold 2,875,000 of its shares to CellStar Common Stock for
approximately $29.4 million in net proceeds to the Company.  The
proceeds from the sale of the Company's shares of CellStar
Common Stock were used to reduce bank debt. In addition,
CellStar utilized approximately $13.7 million of the net
proceeds it received in the CellStar Offering to pay certain
accounts receivable and all management fees owed by CellStar to
the Company.  The Company utilized such proceeds to further
reduce bank debt and to make a partial payment of the Restated
Series A Notes and Restated Series B Notes.  Approximately $12.2
million of federal income tax primarily due to the capital gain
on sale of the Company's CellStar Common Stock was paid on May
15, 1994.  After the CellStar Offering, the Company continues to

<PAGE>
own 3,875,000 shares of CellStar Common Stock.  As a result of
the CellStar Offering, the Company will no longer receive
management fees from CellStar.  The Company believes that the
loss of such fees will not have a material adverse effect on its
liquidity.

     On March 15, 1994, the Company completed the sale of $65
million 6 1/4% Convertible Subordinated Debentures due 2001. 
The Debentures are convertible into shares of the Company's
Class A Common Stock, par value $.01 per share at an initial
conversion price of $17.70 per share, subject to adjustment
under certain circumstances.  The Company has been requested to
consider and is considering modifications of the terms of its
$65 million 6 1/4% Convertible Subordinated Debentures due 2001,
issued in a March private placement.  The Company has had
discussions with several of its bond holders concerning these
modifications.  However, there can be no assurance that any such
modifications will be made.

     A portion of the net proceeds of the offering was used to
repay existing indebtedness and a prepayment premium.  In
connection with the Company's repayment of indebtedness, the
Company exchanged its existing Series A and Series B Convertible
Subordinated Debentures for Series AA and Series BB Convertible
Debentures.  The Series AA and Series BB Convertible Debentures
have the same maturity, interest rate, and conversion provision
as the existing Series A and Series B Convertible Subordinated
Debentures, but are not subordinated to other indebtedness of
the Company.  Future payments of principal and interest on the
Series AA and Series BB Debentures are secured by a letter of
credit.

     Concurrently with the completion of the sale of the
Debentures, the Company entered into an amended and restated
credit agreement with its financial institutions.  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 have been
guaranteed by certain of the Company's subsidiaries and have
been 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 $50 million and is
subject to certain conditions and based upon a formula taking
into account the amount and quality of its accounts receivable
and inventory.

     On August 29, 1994, the Company entered into the Third
Amendment to the Credit Agreement, as extended on February 24,
1995, which provided for an increase in the Company's direct
borrowings and bank lines from $20 million to $40 million and
$50 million to $75 million, respectively.  On June 1, 1995,
direct borrowings and bank lines will be stepped down to $20
million and $50 million, respectively.

<PAGE>
     Following the sale of such CellStar Common Stock in the
CellStar Offering, consummation of the 1994 credit facility and
sale of Debentures, the Company believes that it has sufficient
liquidity to satisfy its anticipated working capital and capital
expenditures needs through November 30, 1995 and for the
reasonably foreseeable future.

Impact of Inflation and Currency Fluctuation

     Inflation has not had and is not expected to have a
significant impact on the Company's financial position or
operating results.  However, as the Company expands its
operations into Latin America and the Pacific Rim, the effects
of inflation in those areas, if any, could have growing
significance to the financial condition and results of the
operations of the Company.

Currency Fluctuations

     While the prices that the Company pays for the products
purchased from its suppliers are principally denominated in
United States dollars, price negotiations depend in part on the
relationship between the foreign currency of the foreign
manufacturers and the United States dollar.  This relationship
is dependent upon, among other things, market, trade and
political factors.

Seasonality

     The Company typically experiences some seasonality. The
Company believes such seasonality could be attributable to
increased demand for its products during the Christmas season,
commencing October, for both wholesale and retail operations.

Recent Accounting Pronouncements

     Effective December 1, 1993, the Company adopted SFAS No.
109, "Accounting for Income Taxes."  SFAS No. 109 requires an
asset and liability approach for financial accounting and
reporting of income taxes.  The cumulative effect of this
accounting change is a one-time charge of approximately $178,000
or $.02 per share.  The adoption of these statements has no
effect on cash flow.


I
tem 8 - Consolidated Financial Statements and Supplementary
          Data
     
     The consolidated financial statements of the Company as of
November 30, 1993 and 1994 and for each of the years in the
three-year period ended November 30, 1994, together with the
independent auditors' report thereon of KPMG Peat Marwick LLP,
independent auditors, are filed under this Item 8.

<PAGE>
     Selected unaudited, quarterly financial data of the
Registrant for the years ended November 30, 1994 and 1993
appears below:


<TABLE>
                                           QUARTER ENDED
                                   Feb. 28   May 31    Aug. 31   Nov. 30*
1994
<S>                             <C>        <C>       <C>        <C>
Net sales                       $115,337   116,272   109,719    145,120 
Gross profit                      22,178    21,678    20,219     20,836 
Operating expenses                16,923    18,421    17,797     21,284 
Income (loss) before provision for 
  income taxes and extraordinary 
  item                            42,640     2,439     2,533     (1,078)
Provision (recovery) for income taxes       18,477     1,002      1,013 (164)
Income (loss) before cumulative effect of
  change in accounting principle  24,163     1,437     1,520       (914)
Cumulative effect of change in 
  accounting principle              (178)        -        -           - 
Net income (loss)                 23,985     1,437     1,520       (914)
Income (loss) per share (primary):
  Income (loss) before cumulative effect      2.63      0.16       0.17 (0.10)
  Cumulative effect                (0.02)        -         -          - 
  Net income (loss)                 2.61      0.16      0.17      (0.10)
Income (loss) per common share 
  (fully diluted):
  Income (loss) before cumulative effect      2.38      0.15       0.16 (0.10)
  Cumulative effect                (0.02)        -         -          - 
  Net income (loss)                 2.36      0.15      0.16      (0.10)

1993
Net sales                         $91,820    95,510    94,479   107,229 
Gross profit                       17,356    19,272    18,793    19,499 
Operating expenses                 13,619    14,853    15,366    15,928 
Income before provision for 
  income taxes and extraordinary 
  item                              3,562     4,143     4,150     3,387 
Provision for income taxes          1,110     1,386     1,730       965 
Income before extraordinary item    2,452     2,757     2,420     2,422 
Extraordinary item-tax benefits 
  from utilization of net operating 
  loss carryforwards                  885     1,066       222         - 
Net income                          3,337     3,823     2,642     2,422 
Income per share (primary):
  Income before extraordinary item   0.27      0.31      0.27      0.27 
  Extraordinary item                 0.10      0.11      0.02         - 
  Net income                         0.37      0.42      0.29      0.27 
Income per common share (fully diluted):
  Income before extraordinary item      -      0.28      0.25      0.25 
  Extraordinary item                    -      0.11      0.02         - 
  Net income                            -      0.39      0.27      0.25 
</TABLE>

*The Company does not compute fully diluted earnings per share when the  
addition of potentially dilutive securities would result in anti- 
dilution.


<PAGE>                                                                         




                          INDEPENDENT AUDITORS' REPORT





The Board of Directors and Stockholders
AUDIOVOX CORPORATION:


We have audited the accompanying consolidated balance sheets of Audiovox
Corporation and subsidiaries as of November 30, 1993 and 1994, and the
related consolidated statements of earnings, stockholders' equity, and
cash flows for each of the years in the three-year period ended November
30, 1994. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Audiovox Corporation and subsidiaries as of November 30, 1993 and 1994,
and the results of their operations and their cash flows for each of the
years in the three-year period ended November 30, 1994, in conformity with
generally accepted accounting principles.

As discussed in Note 1(f) to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards
Board's Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" in 1994.

                              s/KPMG Peat Marwick, LLP
                              KPMG PEAT MARWICK, LLP

Jericho, New York
February 13, 1995

<PAGE>
                     AUDIOVOX CORPORATION AND SUBSIDIARIES
                         Consolidated Balance Sheets
                          November 30, 1993 and 1994
                                 (In thousands)


<TABLE>
                                             1993           1994
Assets

Current Assets:
     <S>                                      <C>           <C>
     Cash and cash equivalents                $   1,372     $   5,495 
     Accounts receivable, net                    73,208        94,242 
     Inventory, net                              64,308        83,430 
     Income taxes receivable                        228             - 
     Notes receivable from equity investment      7,973             - 
     Prepaid expenses and other current assets    3,668         6,065 
     Deferred income taxes                        2,620         2,247 
        Total current assets                    153,377       191,479 

     Restricted cash                                  -         6,559 
     Property, plant and equipment, net           6,083         6,180 
     Equity investments                           7,240        25,902 
     Debt issuance costs, net                       750         4,840 
     Excess cost over fair value of assets              
       acquired and other intangible assets, net  1,031         1,032 
     Other assets                                 1,190         3,106 

                                              $ 169,671     $ 239,098 

Liabilities and Stockholders' Equity

Current liabilities:
     Accounts payable                         $  17,762     $  21,088 
     Accrued expenses and other current liabilities            10,841    13,063 
     Income taxes payable                         2,250           834 
     Bank obligations                            38,797         1,084 
     Documentary acceptances                     10,833             - 
     Current installments of long-term debt       9,743           159 
        Total current liabilities                90,226        36,228 

Bank obligations                                      -        29,100 
Deferred income taxes                                 -         5,945 

Long-term debt, less current installments        13,610        75,653 
        Total liabilities                       103,836       146,926 

Minority interest                                    42           138 
Stockholders' equity:
     Preferred stock                              2,500         2,500 
     Common Stock:
       Class A                                       68            68 
       Class B                                       22            22 
     Paid-in capital                             39,171        39,715 
     Retained earnings                           24,226        50,254 
                                                 65,987        92,559 

Cumulative foreign currency translation
  and adjustment                                   (194)         (525)
        Total stockholders' equity               65,793        92,034 

Commitments and contingencies

Total liabilities and stockholders' equity    $ 169,671     $ 239,098 
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                    AUDIOVOX CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Earnings
                 Years Ended November 30, 1992, 1993 and 1994
                     (In thousands, except per share data)


<TABLE>
                                        1992      1993      1994

<S>                                      <C>       <C>       <C>
Net sales                                $343,905  $389,038  $486,448 

Cost of sales                             284,904   314,118   401,537 
      Gross profit                         59,001    74,920    84,911 

Operating expenses:
     Selling                               16,699    23,191    31,925 
     General and administrative            25,202    28,096    33,114 
     Warehousing, assembly and repair       8,347     8,479     9,386 
                                           50,248    59,766    74,425 

Operating income                            8,753    15,154    10,486 

Other income (expenses):
     Interest and bank charges             (6,686)   (6,504)   (6,535)
     Equity in income of equity investments 1,177     4,948     3,748 
     Management fees and related income     4,933     1,903     1,543 
     Gain on sale of equity investment          -         -    27,783 
     Gain on public offering of equity 
       investment                               -         -    10,565 
     Other, net                               137      (259)   (1,056)
                                             (439)       88    36,048 
Income before provision for 
     income taxes, extraordinary item
     and cumulative effect of a change
     in an accounting principle             8,314    15,242    46,534 

Provision for income taxes                  2,495     5,191    20,328 

Income before extraordinary item and
     cumulative effect of a change in
     accounting for income taxes            5,819    10,051    26,206 

Extraordinary item - Tax benefits from
     utilization of net operating loss 
     carryforwards                          1,851     2,173         - 
Cumulative effect of change in accounting
     for income taxes                           -         -      (178)

Net income                               $  7,670  $ 12,224  $ 26,028 

Income per common share (primary):
     Income before extraordinary item    $   0.64  $    1.11  $  2.88 
     Extraordinary item                  $   0.21  $    0.24        - 
     Cumulative effect of change in 
      accounting for income taxes               -         -   $  (.02)
     Net income                          $   0.85  $    1.35  $  2.86 

Net income per common share (fully 
     diluted):
     Income before extraordinary item           -  $    1.03  $  2.21 
     Extraordinary item                         -  $    0.22        - 
     Cumulative effect of change in 
      accounting for income taxes               -         -   $  (.01)
     Net income                                 -  $    1.25  $  2.20 
</TABLE>

See accompanying notes to consolidated financial statements.

<PAGE>
                     AUDIOVOX CORPORATION AND SUBSIDIARIES
                Consolidated Statements of Stockholders' Equity
                  Years Ended November 30, 1992, 1993 and 1994
                                 (In thousands)


<TABLE>
                                                       Cumulative
                                                         foreign
                                                       currency          Total
               Preferred  Common    Paid-In     Unearned    Retained   translation   Stockholders'
                 stock    stock     capital   compensation  earnings   adjustment       equity    

Balances at
  November 30, 
  <C>          <C>     <C>  <C>         <C>  <C>        <C>       <C>
  1991         $2,500  $90  $38,854     -    $ 4,332    $ 920     $ 46,696 

Net income         -    -        -     -      7,670        -        7,670 

Equity adjustment 
 from foreign 
 currency 
  translation      -    -        -     -          -     (909)        (909)

Balances at 
  November 30, 
 1992          2,500   90   38,854     -     12,002       11       53,457 

Net income         -    -        -     -     12,224        -       12,224 

Equity adjustment 
 from foreign 
 currency
 translation       -    -        -     -          -     (205)        (205)

Grant of warrants  -    -      100     -          -        -          100 

Stock issuance 
 upon exercise 
 of options             -        -    217        -          -           -       217 

Balances at 
  November 30, 
 1993          2,500   90   39,171     -     24,226     (194)      65,793 


Net income         -    -        -     -     26,028        -       26,028 

Equity adjustment 
 from foreign 
 currency
 translation       -    -        -     -          -     (331)        (331)

Unearned compensation
  relating to grant
  of options and non-
  performance restricted
  stock            -    -      864  (864)         -        -            - 

Compensation 
 expense           -    -       27   241          -        -          268 

Stock issuance 
 upon exercise 
 of options        -    -      207     -          -        -          207 

Issuance of warrants             -      -        69        -             -        -        69 

Balances at 
  November 30, 
 1994         $2,500  $90  $40,338 $(623)   $50,254    $(525)     $92,034 

</TABLE>








See accompanying notes to consolidated financial statements.

<PAGE>
                    AUDIOVOX CORPORATION AND SUBSIDIARIES
                    Consolidated Statements of Cash Flows
                 Years Ended November 30, 1992, 1993 and 1994
                                (In thousands)

<TABLE>
                                             1992      1993      1994
Cash flows from operating activities:
 <S>                                     <C>        <C>      <C>
 Net income                              $  7,670   $ 12,224 $ 26,028 
 Adjustments to reconcile net income 
   to net cash used in operating activities:
   Depreciation and amortization            3,067      3,863    4,299 
   Provision for bad debt expense           1,921        230      (21)
   Equity in income of equity investments  (1,177)    (4,948)  (3,748)
   Minority interest                          (19)       (22)      96 
   Gain on sale of business                  (263)         -        - 
   Gain on sale of equity investment            -          -  (27,783)
   Gain on public offering of equity investment -          -  (10,565)
   Provision for deferred income taxes, net of 
     extraordinary item                       309     (2,311)   6,140 
   Provision for unearned compensation          -          -      268 
   Cumulative effect of change in accounting for 
     income taxes                               -          -      178 
 Changes in:
     Accounts receivable                   (5,656)    (6,266) (20,337)
     Inventory                             (4,533)   (13,849) (18,701)
     Income taxes receivable                2,064        451      229 
     Accounts payable, accrued expenses 
      and other current liabilities        (5,407)     8,076    3,675 
     Income taxes payable                       -      1,632   (1,395)
     Prepaid expenses and other assets     (1,121)      (193)  (4,171)
       Net cash used in operating activities          (3,145)  (1,113)  (45,808)

Cash flows from investing activities:
 Purchase of equity investments               (51)         -   (6,016)
 Purchases of property, plant and equipment, net      (1,235)  (1,346)   (2,611)
 Notes receivable from equity investment   (4,125)         -    7,973 

 Proceeds from sale of business                88          -        - 
 Net proceeds from sale of equity investment    -          -   29,433 
 Purchase of acquired business                  -          -     (148)

    Net cash (used in) provided by investing 
      activities                           (5,323)    (1,346)  28,631 

Cash flows from financing activities:
 Net (repayments) borrowings under line of 
   credit agreements                        3,194      4,616   (8,613)
 Net (repayments) borrowings under documentary 
   acceptances                              3,942      2,832  (10,833)
 Principal payments on long-term debt           -     (6,127) (17,411)
 Debt issuance costs                       (1,562)      (177)  (5,315)
 Proceeds from exercise of stock options        -        176      170 
 Principal payments on capital lease obligation            -     (165)     (175)
 Proceeds from issuance of long-term debt       -          -   65,000 
 Proceeds from issuance of notes payable        -          -   10,045 
 Payment of note payable                        -          -   (5,000)
 Restricted cash                                -          -   (6,559)
     Net cash provided by financing activities         5,574    1,155    21,309 
 Effect of exchange rate changes on cash      (73)       (10)      (9)

Net increase (decrease) in cash and cash 
 equivalents                               (2,967)    (1,314)   4,123 

Cash and cash equivalents at beginning of period       5,653    2,686     1,372 

Cash and cash equivalents at end of period          $  2,686 $  1,372  $  5,495 
</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
                  AUDIOVOX CORPORATION AND SUBSIDIARIES
                                    
               Notes to Consolidated Financial Statements
                                    
                    November 30, 1992, 1993 and 1994
                                    
         (Dollars in thousands, except share and per share data)


(1)  Summary of Significant Accounting Policies

     (a)  Description of Business

          Audiovox Corporation and its subsidiaries (the Company)
          designs and markets cellular telephones and accessories,
          automotive aftermarket sound and security equipment, other
          automotive aftermarket accessories and certain other
          products, principally in the United States, Canada, and
          overseas.  In addition to generating product revenue from the
          sale of cellular telephone products, the Company's retail
          outlets, as agents for cellular carriers, are paid activation
          commissions and residual fees from such carriers.  The
          Company also sells cellular telephones in Europe, Latin
          America, Asia, the Middle East and Australia.

          The Company's automotive sound, security and accessory
          products include stereo cassette radios, compact disc players
          and changers, amplifiers and speakers; key based remote
          control security systems; and cruise controls, door and trunk
          locks.  These products are marketed through mass merchandise
          chain stores, specialty automotive accessory installers,
          distributors and automobile dealers.

     (b)  Principles of Consolidation

          The consolidated financial statements include the financial
          statements of Audiovox Corporation and its wholly owned and
          majority owned subsidiaries.  All significant intercompany
          balances and transactions have been eliminated in
          consolidation.

     (c)  Cash Equivalents

          Cash equivalents of $100 at November 30, 1993 consisted of a
          certificate of deposit with an initial term of less than
          three months.  For purposes of the statements of cash flows,
          the Company considers investments with original maturities of
          three months or less to be cash equivalents.

<PAGE>
     (d)  Inventory

          Inventory consists principally of finished goods and is
          stated at the lower of cost (primarily on a weighted moving
          average basis) or market.

     (e)  Property, Plant and Equipment

          Property, plant and equipment are stated at cost.  Equipment
          under capital lease is stated at the present value of minimum
          lease payments.  Depreciation is calculated on the
          straight-line method over the estimated useful lives of the
          assets as follows:

               Buildings                                20 years
               Furniture, fixtures and displays       5-10 years
               Machinery and equipment                5-10 years
               Computer hardware and software            5 years
               Automobiles                               3 years

          Leasehold improvements are amortized over the shorter of the
          lease term or estimated useful life of the asset.  Assets
          acquired under capital lease are amortized over the term of
          the lease.

     (f)  Income Taxes

          Effective December 1, 1993, the Company adopted the
          provisions of Statement of Financial Accounting Standards
          Board No. 109, "Accounting for Income Taxes", and has
          reported the cumulative effect of that change in the method
          of accounting for income taxes in the 1994 consolidated
          statement of earnings.  Under the asset and liability method
          of Statement 109, deferred tax assets and liabilities are
          recognized for the future tax consequences attributable to
          differences between the financial statement carrying amounts
          of existing assets and liabilities and their respective tax
          bases and operating loss and tax credit carryforwards. 
          Deferred tax assets and liabilities are measured using
          enacted tax rates expected to apply to taxable income in the
          years in which those temporary differences are expected to be
          recovered or settled.  Under Statement 109, the effect on
          deferred tax assets and liabilities of a change in tax rates
          is recognized in income in the period that includes the
          enactment date.

          Pursuant to the deferred method under APB Opinion 11, which
          was applied in 1993 and prior years, deferred income taxes
          are recognized for income and expense items that are reported

<PAGE>
          in different years for financial reporting purposes and
          income tax purposes using the tax rate applicable for the
          year of the calculation.  Under the deferred method, deferred
          taxes are not adjusted for subsequent changes in tax rates.

     (g)  Net Income Per Common Share

          Primary earnings per share are computed based on the weighted
          average number of common shares outstanding and common stock
          equivalents.  For the years ended November 30, 1993 and 1994,
          stock options, stock grants and stock warrants (Note 13) are
          common stock equivalents.  The computation of fully diluted
          earnings per share assumes conversion of all outstanding
          debentures (Note 8) and exercise of common stock equivalents,
          stock options, performance accelerated grants and warrants. 
          For purposes of this computation, net income was adjusted for
          the after-tax interest expense applicable to the convertible
          debentures.

          The Company does not compute fully diluted earnings per share
          when the addition of potentially dilutive securities would
          result in anti-dilution.

          The following weighted average shares were used for the
          computation of primary and fully diluted earnings per share:

                                       For the Years Ended November 30,

                                       1992      1993     1994

                   Primary          9,007,242   9,046,698   9,105,952
                   Fully diluted    9,007,242  10,077,685  12,769,221

     (h)  Debt Issuance Costs

          Costs incurred in connection with the issuance of the
          Convertible Subordinated Debentures and restructuring of the
          Series A and Series B Convertible Subordinated Notes (Note 8)
          and the restructuring of bank obligations (Note 7) have been
          capitalized.  These charges are amortized over the lives of
          the respective agreements.  Amortization expense of these
          costs amounted to $501, $856 and $1,225 for the years ended
          November 30, 1992, 1993 and 1994, respectively. 

     (i)  Intangible Assets
     
          Intangible assets consist of patents, trademarks,
          non-competition agreements and the excess cost over fair
          value of assets acquired for certain subsidiary companies and

<PAGE>
          equity investments.  Excess cost over fair value of assets
          acquired is being amortized over periods not exceeding twenty
          years.  The costs of other intangible assets are amortized on
          a straight-line basis over their respective lives.

          Accumulated amortization approximated $1,012 and $1,283 at
          November 30, 1993 and 1994, respectively.  Amortization of
          the excess cost over fair value of assets acquired and other
          intangible assets amounted to $133,  $164 and $271 for the
          years ended November 30, 1992, 1993 and 1994, respectively.

          On an ongoing basis, the Company reviews the valuation and
          amortization of its intangible assets.  As a part of its
          ongoing review, the Company estimates the fair value of 
          intangible assets, taking into consideration any events and
          circumstances which may diminish fair value.

     (j)  Warranty Expenses

          Warranty expenses are accrued at the time of sale based on
          the Company's estimated cost to repair expected returns for
          products.  At November 30, 1993 and 1994, the reserve for
          future warranty expense amounted to $2,170 and $1,665,
          respectively.

     (k)  Cash Discount and Co-operative Advertising Allowances

          The Company accrues for estimated cash discounts and trade
          and promotional co-operative advertising allowances at the
          time of sale.  These discounts and allowances are reflected
          in the accompanying consolidated financial statements as a
          reduction of accounts receivable as they are utilized by
          customers to reduce their trade indebtedness to the Company.

     (l)  Foreign Currency

          Assets and liabilities of those subsidiaries and equity
          investments located outside the United States whose cash
          flows are primarily in local currencies have been translated
          at rates of exchange at the end of the period.  Revenues and
          expenses have been translated at the weighted average rates
          of exchange in effect during the period.  Gains and losses
          resulting from translation are accumulated in the cumulative
          foreign currency translation account in stockholders' equity. 
          Exchange gains and losses on hedges of foreign net
          investments and on inter-company balances of a long-term
          investment nature are also recorded in the cumulative foreign
          currency translation adjustment account.  Other foreign
          currency transaction gains and losses are included in net

<PAGE>
          income, none of which were material for the years ended
          November 30, 1992, 1993 and 1994.

          During 1993 and 1994, the Company entered into foreign
          exchange contracts denominated in the currency of its major
          suppliers.  These contracts were purchased to hedge
          identifiable foreign currency commitments, principally
          purchases of inventory that are not denominated in U.S.
          Dollars.  Accordingly, any gain or loss associated with the
          contracts was included as a component of inventory cost. 
          Cash flows resulting from these contracts are included in the
          net change in inventory for purposes of the statements of
          cash flows.  No foreign exchange contracts were purchased in
          1992.  There were no open foreign exchange contracts at
          November 30, 1993 and 1994.

     (m)  Equity Investments

          The Company has common stock investments in five companies,
          which are accounted for by the equity method (Note 12).

     (n)  Cellular Telephone Commissions

          Under various agreements, the Company typically receives an
          initial activation commission for obtaining subscribers for
          cellular telephone services.  Additionally, the agreements
          typically contain provisions for commissions based upon usage
          and length of continued subscription.  The agreements also
          typically provide for the reduction or elimination of initial
          activation commissions if subscribers deactivate service
          within stipulated periods.  The Company has provided a
          liability for estimated cellular deactivations which is
          reflected in the accompanying consolidated financial
          statements as a reduction of accounts receivable.

          The Company recognizes sales revenue for the initial
          activation, length of service commissions and residual
          commissions based upon usage on the accrual basis.  Such
          commissions approximated $21,469, $30,150 and $51,793 for the
          years ended November 30, 1992, 1993 and 1994, respectively. 
          Related commissions paid to outside selling representatives
          for cellular activations are reflected as cost of sales in
          the accompanying consolidated statements of earnings and
          amounted to $8,923, $10,969 and $17,848 for the years ended
          November 30, 1992, 1993 and 1994, respectively.  

<PAGE>
     (o)  Restricted Cash

          At November 30, 1994, the Company has approximately $6,559 of
          restricted cash, classified as a non-current asset, which
          represents collateral for an irrevocable standby letter of
          credit in favor of the Series AA and Series BB Convertible
          Debentures.  Currently, the cash is invested in short-term
          certificates of deposit.

     (p)  Supplementary Financial Statement Information

          Advertising expenses approximated $4,467, $8,740 and $11,610
          for the years ended November 30, 1992, 1993 and 1994,
          respectively.  

          Interest income of approximately $861, $837 and $540 for the
          years ended November 30, 1992, 1993 and 1994, respectively,
          is included in other in the accompanying consolidated
          financial statements.

          Included in accrued expenses and other current liabilities is
          $3,696 of accrued wages and commissions.

     (q)  Reclassifications

          Certain reclassifications have been made to the 1992 and 1993
          consolidated financial statements in order to conform to the
          1994 presentation.

(2)  Business Acquisitions/Dispositions

     In May 1992, the Company sold its interest in a 50% investment in
     Park Plus Corporation (Park Plus), which marketed and distributed
     mechanical parking equipment, for cash, accounts receivable and
     notes receivable aggregating $451.  This transaction resulted in
     a gain of $263 which has been recognized as other income in the
     accompanying consolidated financial statements as of November 30,
     1992.

     On December 1, 1993, the Company acquired all of the assets and
     liabilities of H & H Eastern Distributors, Inc. (H&H) for $148 in
     cash and a warrant to purchase 50,000 shares of the Company's
     Class A Common Stock valued at approximately $69.  The Company
     acquired assets of approximately $1,854, liabilities of
     approximately $1,922 and excess cost over fair value of net assets
     acquired of $285 which is being amortized on a straight-line basis
     over 20 years.  Proforma financial information has not been
     reflected for this acquisition as the impact on the results of
     operations of the Company would not have been material.

<PAGE>
     In December, 1993, the Company formed Audiovox Singapore Pte.
     Ltd., a wholly-owned subsidiary of Audiovox Asia, Inc. (Audiovox
     Asia), which, in turn, is a wholly-owned subsidiary of the
     Company, as well as Audiovox Communications (Malaysia) Sdn.
     Bnd.(Audiovox Malaysia), which is an 80% owned subsidiary of
     Audiovox Asia.  In July 1994, the Company formed Audiovox
     (Thailand) Co., Ltd., a 100% owned subsidiary of Audiovox Asia.  
     The Company formed these subsidiaries to assist in its planned
     expansion of its international customer base.

(3)  Supplemental Cash Flow Information

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

                             For the Years Ended November 30,
                                  1992      1993      1994  

         Cash paid during the years 
           for:
             Interest            $7,152    $5,985   $ 5,291
             Income taxes        $  650    $3,667   $15,409

    During 1992, $3,848 of outstanding accounts receivable from
    CellStar Corporation (CellStar, the successor to National Auto
    Center, Inc. (National) and Audiomex Export Corp. (Audiomex)), one
    of the Company's equity investments, was converted to a note
    receivable (Note 12).

    During 1993, the Company entered into a lease agreement to acquire
    new computer equipment.  As a result, a capital lease obligation
    of $646 was incurred (Note 11).

    Stock warrants were issued pursuant to a consulting agreement
    entered into during 1993 (Note 13).

    During 1993 and 1994, a reduction of $40 and $37 to income taxes
    payable was made due to the exercise of stock options.

    During 1994, the Company acquired the assets and liabilities of
    H&H in exchange for cash and warrants to purchase the Company's
    common stock (Note 2).

<PAGE>
(4) Accounts Receivable

    Accounts receivable is comprised of the following:

<TABLE>
                                                   November 30,  
                                                 1993      1994

         <S>                                    <C>      <C>
         Trade accounts receivable              $68,570  $ 90,225
         Receivables from equity investments 
          (Note 12)                               10,171    9,799
                                                  78,741  100,024
         Less:
           Allowance for doubtful accounts         2,063    1,623
           Allowance for cellular deactivations    1,739    1,234
           Allowance for co-operative 
             advertising and cash discounts        1,731     2,925
                                                 $73,208  $ 94,242
</TABLE>

    The provision for bad debt expense amounted to $1,921, $230 and a
    recovery of $21 for the years ended November 30, 1992, 1993 and
    1994, respectively.  See Note 14(b) for concentrations of credit
    risk.  

(5) Transactions With Major Suppliers

    The Company engages in transactions with Shintom Co., Ltd
    (Shintom), a stockholder who owns approximately 3.5% at November
    30, 1993 and 1994 of the outstanding Class A Common Stock and all
    of the outstanding Preferred Stock of the Company.  These
    transactions include financing arrangements and inventory
    purchases which approximated 6%, 4% and 7% for the years ended
    November 30, 1992, 1993 and 1994, respectively, of total inventory
    purchases.  During 1993, the Company terminated its $14,500 line
    of credit with Shintom.  Included in accounts payable as of
    November 30, 1993  is $43 due to Shintom for trade purchases.

    During 1993, defective product was returned to Shintom in exchange
    for tooling valued at $185.  At November 30, 1993, tooling valued
    at $92 is outstanding and included in prepaid and other current
    assets.

    During 1994, the Company formed a joint venture in Japan (Note 12)
    with Shintom and other companies and issued a note payable to a
    wholly-owned subsidiary of Shintom, in connection with the
    purchase, which was repaid during 1994.

    The Company purchased a majority of its cellular products from
    another supplier.  Inventory purchases from this supplier
    approximated 48%, 47% and 45% of total inventory purchases for the

<PAGE>
    years ended November 30, 1992, 1993 and 1994, respectively.

    Prior to fiscal 1993, the Company had an unwritten arrangement
    with its principal supplier of cellular telephone products
    pursuant to which the Company generally absorbed all repair costs
    to a maximum of 50% of the original value of the defective unit. 
    The Company no longer utilizes its principal supplier of cellular
    telephone products for repairs as of November 30, 1993.  During
    the fiscal year ended November 30, 1993, the Company began
    repairing cellular telephone products.

(6) Property, Plant and Equipment

 A summary of property, plant and equipment, net, is as follows:

<TABLE>
                                                 November 30,  
                                                  1993      1994

                <S>                              <C>      <C>
                Land                             $    53  $    53
                Buildings                            446      446
                Furniture, fixtures and displays   2,930    3,467
                Machinery and equipment            2,077    2,458
                Computer hardware and software    10,105   10,981
                Automobiles                          394      649
                Leasehold improvements             3,207    4,003
                                                  19,212   22,057
                Less accumulated depreciation 
                  and amortization                13,129   15,877
                                                 $ 6,083  $ 6,180
</TABLE>

    At November 30, 1993 and 1994, included in computer hardware and
    software, is $846 pertaining to a capital lease.  Amortization of
    such equipment is included in depreciation and amortization of
    plant and equipment, and accumulated amortization was $226 and
    $463 at November 30, 1993 and 1994, respectively.

    Computer software includes approximately $2,564 and $1,305 of
    unamortized costs as of November 30, 1993 and 1994, respectively,
    related to the acquisition and installation of management
    information systems for internal use which are being amortized
    over a five-year period.

 Depreciation and amortization of plant and equipment amounted to
 $2,433, $2,843 and $2,803 for the years ended November 30, 1992,
 1993 and 1994, respectively, which includes amortization of
 computer software costs of $1,420, $1,439 and $1,259 for the years
 ended November 30, 1992, 1993 and 1994, respectively.

<PAGE>
(7) Financing Arrangements
 
 (a)     Bank Obligations

    In connection with the completion of the sale of the
    Debentures (Note 8), the Company entered into an amended and
    restated revolving credit agreement (the Credit Agreement)
    with its financial institutions on March 15, 1994.  Under the
    credit agreement, the Company may obtain credit through
    direct borrowings, Eurodollars, banker's acceptances and
    letters of credit.  The obligations of the Company under the
    credit agreement have been guaranteed by certain of the
    Company's subsidiaries and have been secured by accounts
    receivable and inventory of the Company and those
    subsidiaries.  The term of the Credit Agreement is for
    approximately two years, expiring on February 28, 1996.  As
    a result of the new revolving credit agreement, bank
    obligations have been classified as long-term at November 30,
    1994.

    The original amount of the aggregate direct borrowing and
    line of credit availability under the Credit Agreement was
    $20,000 and  $50,000, respectively, which is subject to
    certain conditions and based upon a formula taking into
    account the amount and quality of its accounts receivable and
    inventory.  On August 26, 1994, the Company executed an
    amendment to the Credit Agreement to increase amounts
    eligible for direct borrowing and lines of credit to $40,000
    and $75,000, respectively.  This amendment was extended on
    February 24, 1995, whereby direct borrowings and bank lines
    will be reduced to $20,000 and $50,000, respectively, on June
    1, 1995.

    Outstanding obligations under the Credit Agreement at
    November 30, 1993 and 1994 were as follows:

                                            November 30, 
                                           1993      1994


 Bankers Acceptances                      $20,000    $ 7,000
 Revolving Credit Notes                    18,797        400
 Eurodollar Notes                               -     21,700
                                          $38,797    $29,100

         During 1993, interest on revolving credit notes was 1.625%
         above the prime rate, which was 6% at November 30, 1993, and
         interest on bankers acceptances was 3.25% above the discount
         rate, which was 3% at November 30, 1993.  During 1994,
         interest on revolving credit notes was .25% above the prime
         rate which was 8.5% at November 30, 1994, interest on

<PAGE>
         Eurodollar Notes was 2% above the three month Libor rate
         which was 6.2% at November 30, 1994, and interest on bankers
         acceptances was 2% above the discount rate which was 4.75% at
         November 30, 1994.

         Prior to May 6, 1992, compensating balances were required by
         some financial institutions.  The Company elected to pay a
         fee in lieu of these balances and such fees approximated $69
         for the year ended November 30, 1992.  Under the new Credit
         Agreement, the Company is required to pay quarterly
         commitment fees, as well as an annual administrative fee.

         The Credit Agreement contains several covenants requiring,
         among other things, minimum annual levels of net income, and
         minimum quarterly levels of net worth and working capital.
         Additionally, the agreement includes restrictions and
         limitations on payments of dividends, stock repurchases and
         capital expenditures.  At November 30, 1994, the Company was
         not in compliance with a covenant.  The Credit Agreement was
         subsequently amended to eliminate the non-compliance.

         During 1994, Audiovox Malaysia (Note 2) entered into a
         revolving credit facility for approximately $1,200 with a
         local Malaysian bank for additional working capital needs. 
         The facility is secured by a Standby Letter of Credit issued
         under the Credit Agreement by the Company and is payable upon
         demand or upon expiration of the Standby Letter of Credit
         which has a term of one year.  Outstanding obligations under
         this agreement at November 30, 1994 were $1,084 and annual
         interest was 1.5% above the Malaysian Base Lending Rate which
         was 6.6% at November 30, 1994.

         The maximum month-end amounts outstanding under the above-
         mentioned borrowing facilities during the years ended
         November 30, 1992, 1993 and 1994 were $41,047, $42,659 and
         $30,184, respectively.  Average borrowings during the years
         ended November 30, 1992, 1993 and 1994 were $32,960, $28,895
         and  $16,929, respectively and the weighted average interest
         rates were 7.7%, 7.8% and 7.9%, respectively.

    (b)  Documentary Acceptances

         Prior to August 1994, the Company had various unsecured
         documentary acceptance lines of credit with major suppliers. 
         These lines of credit amounted to approximately $11,670 at
         November 30, 1993 to finance inventory purchases.  Interest
         for certain documentary lines was at a fixed rate of 9% at

<PAGE>
         November 30, 1993.  In addition, during 1993, the Company
         entered into an agreement with a supplier to fund all
         merchandise from the supplier on a 60-day documentary
         acceptance line of credit at terms equal to the supplier's
         interest rate, which was 6.9% at November 30, 1993, plus a
         1.1% fee.  At November 30, 1993, $10,833  of documentary
         acceptances were outstanding.  

         The maximum month-end documentary acceptances outstanding
         during the years ended November 30, 1992, 1993 and 1994 were
         $9,099, $9,638 and $9,078, respectively.  Average borrowings
         during the years ended November 30, 1992, 1993 and 1994 were
         $6,733, $6,883 and $3,787, respectively and the weighted
         average interest rates, including fees, were 8.5%, 11.2% and
         11.0%, respectively.

(8) Long-Term Debt

    A summary of long-term debt follows:

<TABLE>
                                               November 30, 
                                                1993       1994


      Convertible subordinated debentures:
        6 1/4%, due 2001, convertible at
          <S>                                    <C>      <C>
          $17.70 per share                       $     -  $ 65,000
        Series A 10.8%, due 1996, convertible 
          at $5.34 per share                          77         -
        Series B 11.0%, due 1996, convertible 
          at $5.34 per share                       5,385         -
      Convertible debentures:
        Series AA, 10.8%, due 1996, convertible 
          at $5.34 per share                           -        77
        Series BB, 11.0%, due 1996, convertible 
          at $5.34 per share                           -     5,385
      Subordinated Notes:
        Series A, 10.8%, due 1995                  2,902         -
        Series B, 11.0%, due 1995                 14,509         -
      Subordinated note payable                        -     5,045
      Capital lease obligations (Note 11)            480       305
                                                  23,353    75,812
      Less current installments                    9,743       159
                                                 $13,610  $ 75,653
</TABLE>


    On March 15, 1994, the Company completed the sale of $65,000,
    6 1/4% convertible subordinated debentures (Debentures) due
    2001 (the Offering), and entered into an Indenture Agreement. 
    The Debentures are convertible into shares of the Company's

<PAGE>
    Class A Common Stock, par value $.01 per share at an initial
    conversion price of $17.70 per share, subject to adjustment
    under certain circumstances.  The Indenture Agreement contains
    various covenants.  The bonds are subject to redemption by the
    Company in whole or in part, at any time after March 15, 1997,
    at certain specified amounts.  Audiovox has been requested to
    consider, and is considering, certain modifications with
    respect to its Debentures.  However, there can be no assurance
    that any such modification will be made.

    A portion of the net proceeds of the Offering was used to
    repay existing subordinated notes.  In connection with the
    Company's repayment of indebtedness, the Company exchanged its
    existing Series A and Series B Convertible Subordinated
    Debentures for Series AA and Series BB Convertible Debentures
    and entered into a Debenture Exchange Agreement dated March 8,
    1994 (the Debenture Exchange Agreement).  The Series AA and
    Series BB Convertible Debentures have the same maturity,
    interest rate, and conversion provision as the existing Series
    A and Series B Convertible Subordinated Debentures, but are
    not subordinated to other indebtedness of the Company.  Future
    payments of principal and interest on the Series AA and Series
    BB Debentures are secured by a letter of credit (Note 1 (o)). 
    The Series AA  and Series BB Convertible Debentures are
    convertible at any time at $5.34 per share which is subject to
    adjustment in certain circumstances.  Although the Debentures
    Exchange Agreement provides for optional prepayments, under
    certain circumstances, such payments are restricted by the
    Credit Agreement (Note 7).

    On October 20, 1994, the Company issued a note payable for
    five hundred million Japanese Yen (approximately $5,045) to
    finance a foreign currency investment in TALK Corporation
    (TALK) (Note 12).  The note is scheduled to be repaid on
    October 20, 2004 and bears interest at 4.1%.  The note can be
    repaid by cash payment or by giving 10,000 shares of its TALK
    investment to the lender.  The lender has an option to acquire
    2,000 shares of TALK held by the Company in exchange for
    releasing the Company from 20% of the face value of the note
    at any time after October 20, 1995.  This note and the
    investment in TALK are both denominated in Japanese Yen, and
    as such, the foreign currency translation adjustments are
    accounted for as a hedge.  Any foreign currency translation
    adjustment resulting from the note will be recorded in
    stockholders' equity to the extent that the adjustment is less
    than or equal to the adjustment from the translation of the
    investment in TALK.  Any portion of the adjustment from the
    translation of the not that exceeds the adjustment from the

<PAGE>
    translation of the investment in TALK is a transaction gain or
    loss that will be included in earnings.

    At November 30, 1993 and 1994, current installments of long-
    term debt include current installments of $159 under capital
    lease obligations.

    Maturities on long-term debt for the next five fiscal years
    are as follows:

         1995           $   159
         1996             5,608
         1997                 -
         1998                 -
         1999                 -

(9) Capital Structure

    The Company's capital structure is as follows:

<TABLE>
                                                              Voting
                                                              Rights
               Par                           Shares Issued           Per          Liquidation
Security    Value       Shares Authorized        and Outstanding    Share       Rights  

                        November 30,            November 30,   

                        1993      1994      1993         1994

<S>    <C>    <C>        <C>                    <C>        <S>   <S>
Class A$ 0.01 30,000,000 30,000,0006,762,288    6,777,788  One   Ratably with 
Common                                                           Class B
Stock

Class B  0.01 10,000,000 10,000,0002,260,954    2,260,954  Ten    Ratably with
Common                                                           Class A
Stock

Preferred
Stock              50.00     50,000   50,000       50,000  50,000       -  $50 per share

Series
Preferred
Stock    0.01  1,500,000           1,500,000            -        -      -           - 
</TABLE>

    The holders of Class A and Class B Common Stock are entitled
    to receive cash or property dividends declared by the Board
    of Directors.  The Board can declare cash dividends for Class
    A Common Stock in amounts equal to or greater than the cash
    dividends for Class B Common Stock.  Dividends other than
    cash must be declared equally for both classes.  Each share
    of Class B Common Stock may, at any time, be converted into
    one share of Class A Common Stock.  During 1993, 3,839,500
    shares of Class B Common Stock were converted to shares of

<PAGE>
    Class A Common Stock.  During fiscal 1993 and 1994, 16,000
    and 15,500 shares, respectively, of Class A Common Stock were
    issued due to the exercise of stock options, (Note 13).

    The 50,000 shares of non-cumulative Preferred Stock
    outstanding are owned by Shintom and have preference over
    both classes of common stock in the event of liquidation or
    dissolution.  The Company had the right, until January 1,
    1993, which was not exercised, to redeem all or part of the
    Preferred Stock at its par value.

    As of November 30, 1994, 969,500 shares of the Company's
    Class A Common Stock are reserved for issuance under the
    Company's Stock Option and Restricted Stock Plans (Note 13)
    and 4,845,345 for all convertible securities and warrants
    outstanding at November 30, 1994.

    Undistributed earnings from equity investments included in
    retained earnings amounted to $7,149 and $20,526 at November
    30, 1993 and 1994, respectively.  

(10)     Income Taxes

    As discussed in Note 1, the Company adopted Statement 109 as
    of December 1, 1993.  The cumulative effect of this change
    in accounting for income taxes of $178, or $.02 per share,
    is determined as of December 1, 1993 and is reported
    separately as a reduction to the consolidated statement of
    earnings for the year ended November 30, 1994.  Prior years'
    financial statements have not been restated to apply the
    provisions of Statement 109.

    The components of income before the provision for income
    taxes and extraordinary item are as follows:

<TABLE>
                                         November 30,     
                                  1992         1993       1994

        <S>                       <C>        <C>        <C>
        Domestic Operations       $  8,655   $ 15,983   $47,032 
        Foreign Operations            (341)      (741)     (498)
                                  $  8,314   $ 15,242   $46,534 

</TABLE>


<PAGE>

     Total income tax expense for the year ended November 30, 1994
     was allocated as follows:

<TABLE>
        <S>                                           <C>
        Income from continuing operations             $20,328 
        Stockholders' equity
          Additional paid in capital for 
           compensation expense for tax
           purposes in excess of amounts
           recognized for financial reporting
           purposes                                       (37)
           Total income tax expense                   $20,291 
</TABLE>


     The provision for (recovery of) income taxes attributable to
     income from continuing operations is comprised of:

<TABLE>
                       Federal   Foreign   State     Total
 1992:
         <S>           <C>        <C>      <C>       <C>
         Current       $ 2,953    $  25    $  905    $ 3,883 
         Deferred       (1,022)       -      (366)    (1,388)
                       $ 1,931    $  25    $  539    $ 2,495 
 1993:
         Current       $ 4,535    $  21    $1,068    $ 5,624 
         Deferred         (358)       -       (75)      (433)
                       $ 4,177    $  21    $  993    $ 5,191 

 1994:
         Current       $12,042    $  68    $2,078    $14,188 
         Deferred        5,365        -       775      6,140 
                       $17,407    $  68    $2,853    $20,328 
</TABLE>

     A reconciliation of the provision for income taxes attributable
     to income from continuing operations computed at the Federal 

<PAGE>
     statutory rate to the reported provision for income taxes
     attributable to income from continuing operations is as follows:

<TABLE>
                                                     November 30,               
                                     1992             1993           1994     

Tax provision at Federal 
  <S>                              <C>       <C>    <C>     <C>    <C>     <C>
  statutory rates                  $2,827    34.0%  $5,335  35.0%  $16,287 35.0% 
Undistributed earnings from 
  equity investments                 (263)   (3.2)  (1,437) (9.4)    1,558  3.4  
Benefit for utilization of 
  loses previously not 
  consolidated for tax purposes      (666)  (8.0)        -     -         -   -  
State income taxes, net of
  Federal benefit                     372    4.5       645   4.2     1,854  4.0  
Increase in beginning-of-the-
  year balance of the valuation
  allowance for deferred tax
  assets                                -      -         -     -       306   .7  
Foreign tax rate differential          91    1.1       238   1.6        (7) (.1) 
Other, net                            134    1.6       410   2.7       330   .7  
                                    2,495   30.0     5,191  34.1    20,328 43.7  
Utilization of net operating 
  loss carryforwards               (1,851) (22.3)   (2,173)(14.3)        -    -  
                                   $  644    7.7%   $3,018  19.8%  $20,328 43.7% 
</TABLE>


    For the years ended November 30, 1992 and 1993, deferred income
    tax expense of $1,388 and $433, respectively, results from
    timing differences in the recognition of income and expense for
    income tax and financial reporting purposes.  The sources and
    tax effects of those timing differences are presented below:

<TABLE>
                                                             November 30,  

                                                            1992      1993

     <S>                                             <C>       <C>
     Uniform capitalization of inventory costs       $   (27)  $   (93)
     Accounts receivable reserves                       (632)      193 
     Warranty and inventory reserves                    (623)      484 
     Depreciation and amortization                      (190)     (646)
     Insurance reserves                                   96        23 
     Cellular deactivation reserves                     (237)     (439)
     Other, net                                          225        45 
                                                     $(1,388)  $  (433)
</TABLE>

<PAGE
     The significant components of deferred income tax expense for
     the year ended November 30, 1994 are as follows:


<TABLE>
 Deferred tax expense (exclusive of
    the effect of other component
    <S>                                                <C>
    listed below)                                      $ 5,834
 Increase in beginning-of-the-year balance of the
    valuation allowance for deferred tax assets            306
                                                       $ 6,140
</TABLE>


    The tax effects of temporary differences that give rise to
    significant portions of the deferred tax assets and deferred
    liabilities at November 30, 1994 are presented below:

<TABLE>
                                                         November 30
                                                              1994    
     Deferred tax assets:
      Accounts receivable, principally due
       to allowance for doubtful accounts
       <S>                                                   <C>
       and cellular deactivations                            $   968 
      Inventory, principally due to
       additional costs capitalized for tax
       purposes pursuant to the Tax Reform
       Act of 1986                                               387 
      Inventory, principally due to valuation
       reserve                                                   436 
      Accrual for future warranty costs                          658 
      Net operating loss carryforwards, state 
       and foreign                                               859 
      Capital loss carryforward                                    - 
      Foreign tax credits                                          - 
      Other                                                      193 
         Total gross deferred tax assets                       3,501 
        Less:  valuation allowance                              (979)
         Net deferred tax assets                               2,522 

     Deferred tax liabilities:
      Plant, equipment and certain
       intangibles, principally due to
       depreciation and amortization                             (71)
      Equity investments, principally due to
       undistributed earnings                                 (6,149)
         Total gross deferred tax liabilities                 (6,220)
         Net deferred tax liability                          $(3,698)
</TABLE>



     The valuation allowance for deferred assets as of December 1,
     1993 was $673.  The net change in the total valuation allowance
     for the year ended November 30, 1994 was an increase of $306. 

<PAGE>
     A valuation allowance is provided when it is more likely than
     not that some portion or all of the deferred tax assets will not
     be realized.  The Company has established valuation allowances
     primarily for net operating loss carryforwards in certain states
     and foreign countries, as well as other deferred tax assets in
     foreign countries.  Based on the Company's ability to carryback
     future reversals of deferred tax assets to taxes paid in current
     and prior years and the Company's historical taxable income
     record, adjusted for extraordinary items, management believes
     it is likely that the Company will realize the benefit of the
     net deferred tax assets existing at November 30, 1994.  Further,
     management believes the existing net deductible temporary
     differences will reverse during periods in which the Company
     generates net taxable income.  There can be no assurance,
     however, that the Company will generate any earnings or any
     specific level of continuing earnings in the future.

     At November 30, 1994, the Company has net operating loss
     carryforwards for state and foreign income tax purposes of
     approximately $7,504, which are available to offset future state
     and foreign taxable income, if any, which will expire through
     the year ended November 30, 2009.

     The Company has not recognized a deferred tax liability of
     approximately $168 for the undistributed earnings of a foreign
     corporate joint venture that arose in 1994 and prior years
     because the Company currently does not expect those unremitted
     earnings to reverse and become taxable to the Company in the
     foreseeable future.  A deferred tax liability will be recognized
     when the Company expects that it will recover those
     undistributed earnings in a taxable manner, such as through
     receipt of dividends or sale of the investments.  

<PAGE>
(11) Lease Obligations

     At November 30, 1994, the Company was obligated under
     non-cancelable leases, for equipment and warehouse facilities
     for minimum annual rental payments as follows:

<TABLE>
                                        Capital        Operating
                                         Lease           Leases 

         <C>                            <C>            <C>
         1995                           $217           $2,557
         1996                            111            1,791
         1997                              -              898
         1998                              -              424
         1999 and thereafter               -              165

         Total minimum lease payments   $328           $5,835
         Amounts representing interest    23
         Present value of future 
           minimum lease payments        305
         Less current portion            159
         Obligations under leases 
           excluding current
           installments                 $146
</TABLE>


    Rental expense for the above-mentioned operating lease
    agreements and other leases on a month-to-month basis
    approximated $2,594, $2,390 and $3,107 for the years ended
    November 30, 1992, 1993 and 1994, respectively.

    The Company leases certain facilities from its principal
    stockholder and several officers.  Rentals for such leases are
    considered by management of the Company to approximate
    prevailing market rates.  At November 30, 1994, minimum annual
    rental payments on these related party leases, which are
    included in the above table, are as follows:

         1995                          $646
         1996                           469
         1997                            82
         1999                            14

(12)     Equity Investments

    As of November 30, 1994, the Company had 20.88% ownership
    interest in CellStar and a 33.33% ownership interest in TALK.
    Additionally, the Company had 50% non-controlling ownership in
    three other companies:  Protector Corporation (Protector) which
    acts as a distributor of chemical protection treatments and
    Audiovox Specialty Markets Co., L.P. (ASM), which acts a

<PAGE>
    distributor to specialized markets for RV's, van conversions,
    televisions and other automotive sound, security and accessory
    products, and Audiovox Pacific Pty., Limited (Audiovox Pacific)
    which distributes cellular telephones and automotive sound and
    security products in Australia and New Zealand.

    In January, 1992, the Company purchased a 50% equity investment
    in a newly formed company, ASM, for $51.  Effective December 1,
    1993, the Company acquired the remaining 50% interest in H&H
    which was a 50% owned joint venture in 1993 (Note 2).  

    The Company has an agreement for product marketing with
    Protector.  Under the terms of this agreement, the Company was
    to receive monthly payments, as well as a fee based on a
    percentage of the sales of certain products.  In 1992, 1993 and
    1994, the Company waived its right to receive its monthly
    payments pursuant to the agreement.  In 1992, 1993 and 1994, the
    Company also waived its right to principally all of the fees
    based on the percentage of the sales of certain products. 
    However, in 1994, the Company recorded management fees of $1,108
    for the Company's support to Protector through various marketing
    programs.

    In December 1993, CellStar, the successor in interest to the
    Company's National and Audiomex joint ventures, completed an
    initial public offering (the CellStar Offering) of 7,935,000
    shares of CellStar Common Stock.  Of the total shares sold, the
    Company sold 2,875,000 shares of CellStar Common Stock at the
    initial public offering price (net of applicable underwriting
    discount) of $10.695 per share and received aggregate net
    proceeds of $29,433 (after giving effect to expenses paid by the
    Company in connection with the offering).  As a result, the
    Company recorded a gain, before provision for income taxes, of
    $27,783.  In addition, the Company recorded a gain, before
    provision for income taxes, of $10,565 on the increase in the
    carrying value of its remaining 3,785,000 shares of CellStar
    Common Stock due to the CellStar Offering.  The closing price
    of CellStar stock on November 30, 1994 was $18.50.

    Of the proceeds received by CellStar from its initial public
    offering, $13,656 was paid to the Company in satisfaction of
    amounts owed to the Company by CellStar (as successor to
    National) under certain promissory notes which evidenced
    National's liability to the Company for the payment of
    management fees and in satisfaction of past due trade
    receivables from National to the Company.  As a result of the
    CellStar Offering, the Company will no longer receive management
    fees from CellStar.  

<PAGE>
    In connection with the CellStar Offering, the Company also
    granted to the other 50% investor in CellStar (the Investor) an
    option (Initial Option), exercisable in whole or in part, on or
    before December 3, 1995, to purchase up to an aggregate of
    1,500,000 shares of CellStar Common Stock owned by the Company. 
    The Initial Option is exercisable during the first eighteen
    months at an exercise price of $11.50 per share and, thereafter,
    at an exercise price of $14.38.  In addition, Audiovox granted
    the Investor a second option (Second Option), exercisable on or
    before December 3, 1996, to purchase 250,000 shares of CellStar
    Common Stock owned by the Company.  The Second Option is
    exercisable, in whole and not in part, at an exercise price of
    $13.80 per share, and may only be exercised after the Initial
    Option has been exercised in full.

    In connection with the CellStar Offering, the Company also
    granted the Investor the right to vote up to 2,800,000 shares
    of CellStar Common Stock owned by the Company.  The number of
    shares of CellStar Common Stock the Investor is entitled to vote
    is subject to reduction to the extent the Investor sells his
    shares of CellStar Common Stock (with certain exceptions) or
    exercises either the Initial Option or Second Option.  The
    voting rights granted to the Investor by the Company expire on
    December 3, 1995.  During the term of the Initial Option, the
    Second Option and the voting rights agreement, the Company
    cannot transfer its shares of CellStar Common Stock which are
    the subject of those Agreements.

    On August 29, 1994, the Company and Shintom each invested six
    hundred million Japanese Yen (approximately $6,016) into a
    newly-formed company, TALK.  In exchange for their investments,
    the Company and Shintom each received a 33% ownership in TALK,
    with the remaining 33% to be owned by others.  

    TALK, which holds world-wide distribution rights for product
    manufactured by Shintom, has given the Company exclusive
    distribution rights on all wireless personal communication
    products for all countries except Japan, China, Thailand and
    several small mid-eastern countries.  The Company granted
    Shintom a license agreement permitting the use of the Audiovox
    trademark to be used with TALK video cassette recorders sold in
    Japan from August 29, 1994 to August 28, 1997, in exchange for
    royalty fees.

<PAGE>
        The following table presents financial information relating to these
    equity investments:

<TABLE>
                        CellStar                             Protector
                      Year Ended                             Year Ended
                   November 30, 1994                        August 31, 1994
                                                              (Unaudited)

    <S>                    <C>                                <C>
    Assets                 $192,418                           $1,063 
    Liabilities             115,776                            1,436 
    Equity (deficit)         76,642                             (373)
    Revenue                 518,422                               25 
    Gross Profit             69,642                                - 
    Net income (loss)        16,248                                5 
</TABLE>


<TABLE>
 
                         
                       Audiovox                 TALK            ASM
                         Pacific             Four Months    Twelve Months
                      Year Ended               Ended              Ended
                   November 30, 1994      November 30, 1994 November 30, 1994
                                          (Unaudited)         (Unaudited)

    <S>                    <C>               <C>             <C>
    Assets                 $  9,868          $25,613         $ 4,661
    Liabilities               8,312           10,185             209
    Equity (deficit)          1,556           15,428           4,452
    Revenue                  19,831           11,637          15,619
    Gross profit              6,035              468            2688
    Net income (loss)           484           (2,456)          1,864
</TABLE>

    The Company's share of the change in the equity of these
    investments was $18,662 for the year ended November 30, 1994,
    which consists of $3,748 of earnings, $6,016 of an initial
    investment in TALK, gain on the CellStar public offering of
    $10,565, less the sale of CellStar stock of $1,650 and $17 of
    cumulative losses on foreign currency translations.

    The Company received the following management fees and related
    income from its equity investments:

<TABLE>
                                          November 30,            
                                1992          1993         1994

    <S>                        <C>           <C>          <C>
    CellStar                   $4,334        $1,220             -
    Pacific                       514           613           435
    H & H                          85            70             -
    Protector                       -             -         1,108
                               $4,933        $1,903        $1,543
</TABLE>

    The Company's sales to the equity investments amounted to
    $31,997, $21,368 and $32,630 for the years ended November 30,
    1992, 1993 and 1994, respectively.

<PAGE>
    The Company's purchases from the equity investments amounted to
    $436, $2,585 and $5,715 for the years ended November 30, 1992,
    1993 and 1994, respectively.

    Included in accounts receivable at November 30, 1993 and
    November 30, 1994 are trade receivables due from its equity
    investments aggregating $8,217 and $8,691, respectively.  In
    addition, included in accounts receivable at November 30, 1993
    and November 30, 1994 are management fee receivables of $1,954
    and $1,108, respectively.  At November 30, 1993 and 1994,
    included in accounts payable and other accrued expenses were
    obligations to equity investments aggregating $891 and $207,
    respectively.  At November 30, 1993 and November 30, 1994, other
    long-term assets include equity investment advances outstanding
    and management fee receivables of $185 and $1,138.  For the
    years ended November 30, 1993 and November 30, 1994, interest
    income earned on equity investment notes and other receivables
    approximated $666 and $25, respectively.  

(13)     Common Stock and Compensation Plans

    (a)  Stock Option Plans

         In April 1987, the Board of Directors approved the adoption
         of the 1987 Stock Option Plan for the granting of options
         to directors and key employees of the Company.  Under the
         1987 Stock Option Plan, the options can be either incentive
         or non-qualified.

         In April 1987, non-qualified options to purchase 200,000
         shares of Class A Common Stock were granted at $11 per
         share which represents the estimated fair market value at
         the date of grant.  Such options became exercisable in full
         in October 1988 and expire in April 1997. 

         In May 1993, the stockholders approved the 1993 Stock
         Option Plan which authorizes the granting of incentive
         stock options to key employees and non-qualified stock
         options to employees and/or directors of the Company.  The
         incentive stock options may be granted at a price not less
         than the market value of the Company's common stock on the
         date of grant and must be exercisable no later than ten
         years after the date of grant.  The exercise price of non-
         qualified stock options may not be less than 50% of the
         market value of the Company's Class A Common Stock on the
         date of grant.  

         In December 1993, non-qualified options to purchase 113,500
         shares of Class A Common Stock were granted at $13 per

<PAGE>
         share which was less than the market value of $17 per share
         on the date of grant.  No options can be exercised until
         June 14, 1995 or December 14, 1996 (as the case may be)
         after which they can be exercised in whole or in part until
         expiration on December 14, 2003.  Compensation expense is
         recorded with respect to the options based upon the quoted
         market value of the shares and the exercise provisions at
         the date of grant.  Compensation expense, under these
         options, for the year ended November 30, 1994 was $175.

         In November 1994, non-qualified options to purchase 75,000
         shares of Class A Common Stock were granted at $11 per
         share, which exceeded fair market value at the date of
         grant, to a director and officer of the Company.  Such
         options will become exercisable in full on May 22, 1996 and
         expire on November 22, 2004.

         In May 1994, the stockholders approved the 1994 Stock
         Option Plan which authorizes the granting of incentive
         stock options to key employees and non-qualified stock
         options to employees and/or directors of the Company.  The
         incentive stock options may be granted at a price not less
         than 110% of the market value of the Company's common stock
         on the date of grant and must be exercisable no later than
         ten years after the date of grant.  The exercise price of
         non-qualified stock options may not be less than 50% of
         market value of the Company's Class A Common Stock on the
         date of grant.  No options were granted under this plan as
         of November 30, 1994.

<PAGE>
    Information regarding the Company's stock option plan is summarized
    below:

<TABLE>
                                        1987            1993
                                       Stock           Stock
                                       Option          Option
                                        Plan             Plan   

 Shares under option:
    Outstanding at 
         <S>                         <C>              <C>
         December 1, 1992            157,500                 - 
         Granted                           -                 - 
          Exercised                  (16,000)                - 
          Canceled                         -                 - 
    Outstanding at 
         November 30, 1993           141,500                 - 
          Granted                          -           188,500 
          Exercised                  (15,500)                - 
          Canceled                    (1,000)             (500)
    Outstanding at 
      November 30, 1994              125,000           188,000 

    Options exercisable, 
         November 30, 1994           125,000                 - 
</TABLE>

     (b)  Restricted Stock Plan

          In April 1987, the Board of Directors approved the adoption
          of the 1987 Restricted Stock Plan for the granting of
          restricted stock awards to directors and key employees of
          the Company.  In May 1993, the stockholders approved an
          amendment to the 1987 Restricted Stock Plan which provides
          that restrictions on stocks awarded pursuant to the Plan
          will lapse at the discretion of the Compensation Committee
          of the Company.  In addition, the Plan's original
          expiration date of April 27, 1997 was extended through
          April 27, 2007.

          In December 1993, 38,300 shares of Class A Common Stock
          were awarded under the 1987 Restricted Stock Plan, one half
          of such shares to be performance accelerated restricted
          stock and one half of such shares to be performance
          restricted stock.  The performance accelerated shares will
          vest in five years or earlier depending upon whether the
          Company meets certain earnings per share goals.  The
          performance restricted shares will only vest in five years
          or earlier if the Company meets certain earnings per share
          ratios.

<PAGE>
          In November 1994, 25,000 shares of Class A Common Stock
          were awarded under the 1987 Restricted Stock Plan to a
          director and officer of the Company.  One half of such
          shares are to be performance accelerated restricted stock
          and one half of such shares are to be performance
          restricted stock.  The terms of the grant are identical to
          the December 1993 grant as previously discussed.

          In May 1994, the Board of Directors approved the adoption
          of the 1994 Restricted Stock Plan for the granting of
          restricted stock awards to directors and key employees of
          the Company.  No awards were granted under this plan as of
          November 30, 1994.

          Compensation expense is recorded with respect to the grants
          based upon the quoted market value of the shares on the
          date of grant for the performance accelerated shares and
          on the balance sheet date for the performance restricted
          shares.  Compensation expense, for these grants, for the
          year ended November 30, 1994 was $93.

     (c)  Employee Stock Purchase Plan

          In May 1993, the stockholders approved the 1993 Employee
          Stock Purchase Plan.  The stock purchase plan provides
          eligible employees an opportunity to purchase shares of the
          Company's Class A Common Stock through payroll deductions
          up to 15% of base salary compensation.  Amounts withheld
          are used to purchase Class A Common Stock on or about the
          last business day of each month at a price equal to 85% of
          the fair market value.  The aggregate number of shares
          available for purchase under this plan shall not exceed
          1,000,000.  

     (d)  Stock Warrants

          During the third quarter of fiscal 1993, pursuant to a
          consulting agreement effective April 1993, the Company
          granted warrants to purchase 100,000 shares of Class A
          Common Stock, which have been reserved, at $7.50 per share. 
          The warrants, which are exercisable in whole or in part at
          the discretion of the holder, expire on December 31, 1998. 
          There were no warrants exercised as of November 30, 1994. 
          The consulting agreement, valued at $100, was being
          amortized over the two-year term thereof until 1994 when
          the services to be provided pursuant to the consulting
          agreement were completed.

<PAGE>
          In December 1993, the Company granted warrants to purchase
          50,000 shares of Class A Common Stock, at a purchase price
          of $14.375 per share as part of the acquisition of H&H
          (Note 2).  The per share purchase price and number of
          shares purchasable are each subject to adjustment upon the
          occurrence of certain events described in the warrant
          agreement.  The warrants are exercisable, in whole or in
          part, from time-to-time, until September 22, 2003.  If the
          warrants are exercised in whole, the holder thereof has the
          right to require the Company to file with the Securities
          Exchange Commission, on or after September 22, 1995, a
          registration statement relating to the sale by the holder
          of the Class A Common Stock purchasable pursuant to the
          warrant.

     (e)  Profit Sharing Plans

          The Company has established two non-contributory employee
          profit sharing plans for the benefit of its eligible
          employees in the United States and Canada.  The plans are
          administered by trustees appointed by the Company.  In
          fiscal 1993 and 1994, a contribution of $200 and $225,
          respectively, was made by the Company to the United States
          plan.  Contributions, required by law, to be made for
          eligible employees in Canada were not material.

(14) Financial Instruments

     (a)  Off-Balance Sheet Risk

          Letters of credit are issued by the Company during the
          ordinary course of business through major domestic banks
          as requested by certain suppliers.  As of November 30, 1993
          and 1994, the Company had open letters of credit of $15,000
          and $17,000, respectively, of which $12,600 and $13,100,
          respectively, were recorded in accounts payable.  No
          material loss is anticipated due to nonperformance by the
          counterparties to these agreements.

     (b)  Concentrations of Credit Risk

          Financial instruments, which potentially subject the
          Company to concentrations of credit risk, consist
          principally of trade receivables.  The Company's customers
          are located principally in the United States and Canada and
          consist of, among others, cellular carriers and service
          providers, distributors, agents, mass merchandisers,
          warehouse clubs and independent retailers.  

<PAGE>
          At November 30, 1993, two customers, which included
          CellStar and a Bell Operating Company, accounted for
          approximately 9% and 8%, respectively, of accounts
          receivable.  At November 30, 1994, three customers, which
          included CellStar, a Bell Operating Company and a mass
          merchandiser, each accounted for approximately 5% of
          accounts receivable, and one Bell Operating Company
          accounted for approximately 6% of accounts receivable.

          Four customers, CellStar, two Bell Operating Companies and
          one other telephone company accounted for approximately 6%,
          6%, 7% and 5%, respectively, of the Company's 1992 sales. 
          During the year ended November 30, 1993, two Bell Operating
          Companies accounted for approximately 6% and 5% of the
          Company's sales.  A Bell Operating Company accounted for
          approximately 7% of the Company's 1994 sales.

          The Company generally grants credit based upon analyses of
          its customers' financial position and previously
          established buying and payment patterns.  The Company
          establishes collateral rights in accounts receivable and
          inventory and obtains personal guarantees from certain
          customers based upon management's credit evaluation.  At
          November 30, 1993 and 1994, 27 and 25 customers,
          respectively, representing approximately 52% and 60%, of
          outstanding accounts receivable, had balances owed greater
          than $500.

          A significant portion of the Company's customer base may
          be susceptible to downturns in the retail economy,
          particularly in the consumer electronics industry. 
          Additionally, customers specializing in certain automotive
          sound, security and accessory products may be impacted by
          fluctuations in automotive sales.  A relatively small
          number of the Company's significant customers are deemed
          to be highly leveraged.

     (c)  Fair Value

          The following methods and assumptions were used to estimate
          the fair value of each class of financial instruments for
          which it is practicable to estimate that value.

          Cash and cash equivalents, accounts receivable, restricted
          cash, and accounts payable

          The carrying amount approximates fair value because of the
          short maturity of these instruments.

<PAGE>
          Long-term debt

          The carrying amount of bank debt under the Company's
          revolving Credit Agreement approximates fair value because
          of the short maturity of the related obligations.  With
          respect to the 6 1/4% convertible subordinated debentures,
          fair values are based on published statistical data.  The
          Series AA and BB Convertible Debentures were valued at the
          closing market price of the Company's Class A Common Stock
          for the number of shares convertible at November 30, 1994. 
          Other long-term borrowings are valued by the present value
          of future cash flows at current  market interest rates.

          The estimated fair value of the Company's financial
          instruments at November 30, 1994 is as follows:

                                       Carrying               Fair
                                        Amount               Value
     
          Long-term obligations         104,912              86,662

          Limitations

          Fair value estimates are made at a specific point in time,
          based on relevant market information and information about
          the financial instrument.  These estimates are subjective
          in nature and involve uncertainties and matters of
          significant judgment and, therefore, cannot be determined
          with precision. Changes in assumptions could significantly
          affect the estimates.


(15) Commitments and Contingent Liabilities

     On February 5, 1993, Motorola, Inc., Mitsubishi Electronic
     Corp., Nokia Mobile Phones Company, Toshiba Corporation,
     Panasonic Communications and Systems Company, OKI Electric
     Industry Company, Ltd. and the Company, all suppliers or
     manufacturers of cellular telephones, were named as defendants
     in a class action complaint.  The complaint contains several
     allegations, including negligence and breach of both implied and
     express warranties under the Uniform Commercial Code, arising
     from the sale of portable hand-held cellular telephones.  The
     complaint seeks unspecified damages and attorney's fees. 
     Discovery has not yet commenced.  On August 12, 1993, a
     dismissal of the class allegation was granted.  On August 20,
     1993, an order was entered dismissing the complaint which
     included the Company as a defendant and permitting plaintiffs
     to file an amended complaint which does not include the Company
     as a defendant.  Such order, effectively dismissing the Company

<PAGE>
     as a defendant, is being appealed by the plaintiffs.  The
     Company believes that its insurance coverage and rights of
     recovery against manufacturers of its portable hand-held
     cellular telephones relating to this case are sufficient to
     cover any reasonably anticipated damages.  Management is of the
     opinion that there are meritorious defenses to the claims made
     in this case and that the ultimate outcome of this matter will
     not have a material adverse impact on the financial position of
     the Company.  However, an estimate of the possible loss or range
     of loss cannot be made at this time.

     In November 1991, the Company was named as a co-defendant in a
     class action suit against Protector, a 50% owned equity
     investment.  The class action alleges unfair and deceptive
     practices and seeks, among other things, a refund of all
     warranty fees paid, interest, litigation costs and unspecified
     punitive damages.  The action was settled and approved by the
     Court on June 29, 1994 without any payment by the Company.

     The Company is a co-defendant in an action alleging, among other
     things, breach of contract and the plaintiff is seeking damages
     of approximately $1,200.  The litigation is currently in the
     early discovery phase.  Management is of the opinion that there
     are meritorious defenses to the claim made in this case and that
     the ultimate outcome of this matter will not have a material
     adverse impact on the financial position of the Company. 
     However, an estimate of the possible loss or range of loss
     cannot be made at this time.

     In February 1995, an action was commenced against the Company
     and others which alleges that the defendants have, among other
     things, violated federal anti-trust laws.  The Complaint seeks,
     from all defendants, injunctive relief and damages of
     approximately $5,000.  The litigation is currently in the early
     discovery phase.  Management intends to vigorously defend the
     action and is of the opinion that there are meritorious defenses
     to the claims made in this case and that the ultimate outcome
     of this matter will not have a material adverse impact on the
     financial position of the Company.  However, an estimate of the
     possible loss or range of loss cannot be made at this time.

     The Company is also a defendant in litigation arising from the
     normal conduct of its affairs.  Management is of the opinion
     that any litigation in which the Company is a defendant is
     either subject to product liability insurance coverage or, to
     the extent not covered by such insurance, will not have a
     material adverse impact on the financial position of the
     Company.  However, an estimate of the possible loss or range of
     loss cannot be made at this time.

<PAGE>

I
tem 9 - Changes in and Disagreements with Accountants on 
          Accounting and Financial Disclosure

None                                 


                                   PART                                III


Item 10 - Directors and Executive Officers of the Registrant

Information regarding this item is set forth under the captions
"Election of Directors" of the Company's Proxy Statement dated
March 24, 1995, which will be filed pursuant to Regulation 14A under
the Securities Exchange Act of 1934 (the "Proxy Statement") and is
incorporated herein by reference.  Information with regard to
Executive Officers is set forth in Item 1 of this Form 10-K.


Item 11 - Executive Compensation

The information regarding this item is set forth under the caption
"Executive Compensation" of the proxy statement and is incorporated
herein by reference. 


Item 12 - Security Ownership of Certain Beneficial Owners and
          Management

     The information regarding this item is set forth under the
caption "Beneficial Ownership of Common Stock" of the Proxy Statement
and is incorporated herein by reference.  The Company knows of no
arrangements which may result at a subsequent date in a change of
control of the Company.


Item 13 - Certain Relationships and Related Transactions

     Information regarding this item is set forth under the caption
"Beneficial Ownership of Common Stock", "Election of Directors" and
"Executive Compensation" of the proxy statement.


                                  PART IV


Item 14 - Exhibits, Consolidated Financial Statement Schedules,
and       Reports on Form 8-K

(a) (1)

The following financial statements are included in Item 8 of this
Report:

Independent Auditors' Report

Consolidated Balance Sheets of Audiovox Corporation and
Subsidiaries as of November 30, 1993 and 1994.

Consolidated Statements of Earnings of Audiovox Corporation and
Subsidiaries for the Years Ended November 30, 1992, 1993 and 1994.

<PAGE>
Consolidated Statements of Stockholders' Equity of Audiovox
Corporation and Subsidiaries for the Years Ended November 30,
1992, 1993 and 1994.

Consolidated Statements of Cash Flows of Audiovox Corporation and
Subsidiaries for the Years Ended November 30, 1992, 1993 and 1994.

Notes to Consolidated Financial Statements.

(a) (2)
Financial Statement Schedules of the Registrant for the
Years Ended November 30, 1992, 1993 and 1994.

Independent Auditors' Report on Financial Statement Schedules
 
        SCHEDULE                                          PAGE
        NUMBER            DESCRIPTION                   NUMBER

        VIII            Valuation and Qualifying         68
                          Accounts

  All other financial statement schedules not listed are
  omitted because they are either not required or the
  information is otherwise included.

<PAGE>
                             
                             
                             
                             

                             Independent Auditors' Report

                             
                             
The Board of Directors and Stockholders
   Audiovox Corporation:


Under the date of February 13, 1995 we reported on the
consolidated balance sheets of Audiovox Corporation and
subsidiaries as of November 30, 1993 and 1994, and the related
consolidated statements of earnings, stockholders' equity, and
cash flows for each of the years in the three-year period ended
November 30, 1994, which are included in the Company's 1994 annual
report on Form 10-K.  In connection with our audits of the
aforementioned consolidated financial statements, we also audited
the related consolidated financial statement schedules in the 1994
annual report on Form 10-K.  These consolidated financial
statement schedules are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these
financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when
considered in relation to the basic consolidated financial
statements taken as a whole, present fairly, in all material
respects, the information set forth therein.

Our report refers to a change in the method of accounting for
income taxes.



                                    s/KPMG Peat Marwick LLP
                                      KPMG PEAT MARWICK LLP



Jericho, New York
February 13, 1995

<PAGE>

(3)  Exhibits See Item 14(c) for Index of Exhibits. 

(b)  Reports on Form 8-K

     The Registrant filed one report on Form 8-K during the fourth
     quarter ended November 30, 1994.

     On September 15, 1994, the Company filed a report on Form 8-K
     which reported that the Company, on August 29, 1994, had
     entered into the Third Amendment to the Credit Agreement
     dated as of March 15, 1994, whereby the Company's direct
     borrowing was increased from $20 million to $40 million, and
     its bank lines were increased from $50 million to $75 million
     until March 1, 1995 when direct borrowing and bank lines will
     be stepped down to $20 million and $50 million, respectively.

(c)  Exhibits

     EXHIBIT
     NUMBER    DESCRIPTION

      3.1      Certificate of Incorporation of the Company
               (incorporated by reference to the Company's
               Registration Statement on Form S-1; No. 33-107,
               filed May 4, 1987).

      3.1a     Amendment to Certificate of Incorporation
               (incorporated by reference to the Company's Annual
               Report on Form 10-K for the year ended November 30,
               1993).

      3.2      By-laws of the Company (incorporated by reference
               to the Company's Registration Statement on Form S-
               1; No. 33-10726, filed May 4, 1987).

     10.1      Renewal, dated October 30, 1993, of Lease by and
               between Registrant and John J. Shalam dated October
               22, 1986 (incorporated by reference to the
               Company's Annual Report on Form 10-K for the year
               ended November 30, 1993).

     10.2      Lease by and between Audiovox West Corporation and
               Marquardt Associates dated February 1, 1991
               (incorporated by reference to the Company's Annual
               Report on Form 10-K for the year ended November 30,
               1990).

     10.3      Debenture Exchange Agreement among the Registrant
               and the several noteholders dated as of March 15,
               1994 (incorporated by reference to the Company's
               Current Report on Form 8-K dated March 15, 1994).

<PAGE>
     

     EXHIBIT
     NUMBER    DESCRIPTION

     10.4      Amended and Restated Credit Agreement by and
               between the Registrant and the several banks and
               financial institutions (incorporated by reference
               to the Company's Current Report on Form 8-K dated
               March 15, 1994).

     10.4a     Fifth Amendment, dated as of February 24, 1995, to
               amended and restated credit agreement by and
               between the Registrant and the several banks and
               financial institutions (Pages 69-72 herein).

     10.5      Purchase Agreement dated March 8, 1994 and
               Registration Rights Agreement dated as of March 15,
               1994, by and between the Registrant and Oppenheimer
               & Co., Inc., Furman Selz Incorporated and Chemical
               Securities, Inc. (incorporated by reference to the
               Company's Current Report on Form 8-K dated March
               15, 1994).

     10.6      Initial Option, Second Option and Voting Rights
               Agreement by and between Registrant and Alan
               Goldfield (incorporated by reference to the
               Company's Current Report on Form 8-K dated December
               23, 1993).

     11        Statement of Computation of per share earnings
               (Page 73 herein).

     21        Subsidiaries of the Registrant (Page 74 herein).

     23        Independent Auditors' Consent (Page 75 herein).

     27        Financial Data Schedule (filed via EDGAR herewith)

(d)  All other schedules are omitted because the required
     information is shown in the financial statements or notes
     thereto or because they are not applicable.

       

<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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



February 28, 1995                  BY:s/John J. Shalam           
                                        John J. Shalam, President and
                                        Chief Executive Officer



<PAGE>
     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dated indicated.

Signature               Title                       Date


s/John J. Shalam        President;                  February 28, 1995
John J. Shalam          Chief Executive Officer
                        (Principal Executive
                        Officer) and Director


s/Philip Christopher    Executive Vice President    February 28, 1995
Philip Christopher      and Director



s/Charles M. Stoehr     Senior Vice President,      February 28, 1995
Charles M. Stoehr       Chief Financial Officer                   
                        (Principal Financial and
                        Accounting Officer) and
                        Director



s/Patrick M. Lavelle     Director                   February 28, 1995
Patrick M. Lavelle                                          



s/Martin Novick         Director                    February 28, 1995
Martin Novick                                                  



s/Harold Bagwell       Director                     February 28, 1995
Harold Bagwell                                                   



s/Gordon Tucker        Director                     February 28, 1995
Gordon Tucker                                                    



s/Irving Halevy         Director                    February 28, 1995
Irving Halevy


<PAGE>
                                                               Schedule VIII
                   AUDIOVOX CORPORATION AND SUBSIDIARIES
                                     
                     Valuation and Qualifying Accounts
                                     
               Years Ended November 30, 1992, 1993 and 1994
                              (In thousands)
                                     
                                     

<TABLE>
                                     

Column A             Column B          Column C         Column D   Column E
                                          Additions
                     Balance at  Charged to    Charged              Balance
                     Beginning   Costs and    To Other               At End
Description           Of Year    Expenses    Accounts   Deductions   Of Year


1992
Allowance for doubtful 
  <S>                 <C>       <C>                 <C>    <C>      <C>
  accounts            $ 4,779   $ 1,921             -      $4,031   $ 2,669
Cash discount allowances  391         -             -         220       171
Co-op advertising and
  volume rebate allow-
  ances                 1,208     1,830             -       2,206       832
Allowance for cellular
  deactivations           748         -             -          60       688
Reserve for warranties 
  and product repair costs         4,271       3,322            -     2,610     4,983
                      $11,397   $ 7,073             -      $9,127   $ 9,343

1993
Allowance for doubtful
  accounts            $ 2,669   $   230             -      $  836   $ 2,063
Cash discount allowances  171       131             -           -       302
Co-op advertising and
  volume rebate allow-
  ances                   832     4,651             -       4,054     1,429
Allowance for cellular
  deactivations           688     1,051             -           -     1,739
Reserve for warranties 
  and product repair costs         4,983       2,512            -     3,690     3,805
                      $ 9,343   $ 8,575             -      $8,580   $ 9,338

1994
Allowance for doubtful
  accounts            $ 2,063   $   (21)                  $   419   $ 1,623
Cash discount allowances  302         -             -          65       237
Co-op advertising and
  volume rebate allow-
  ances                 1,429     5,898             -       4,639     2,688
Allowance for cellular
  deactivations         1,739         -             -         505     1,234
Reserve for warranties 
  and product repair costs         3,805       2,970            -     3,568     3,207
                       $ 9,338   $ 8,847             -     $ 9,196   $ 8,989



</TABLE>





     FIFTH AMENDMENT, dated as of February 24, 1995 (this
"Amendment"), to the Credit Agreement dated as of March 15, 1994
(as amended pursuant to the First Amendment thereto dated as of May
13, 1994, the Second Amendment thereto dated as of August 17, 1994,
the Third Amendment thereto dated as of August 26, 1994, the Fourth
Amendment and Waiver thereto dated as of January 31, 1995 and as
the same may be further amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"), among AUDIOVOX
CORPORATION, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions from time to time parties
thereto (collectively, the "Lenders"; individually a "Lender") and
CHEMICAL BANK, a New York banking corporation, as administrative
and collateral agent for the Lenders (in such capacity, the
"Agent").

                          W I T N E S S E T H :

     WHEREAS, the Borrower, the Lenders and the Agent are parties
to the Credit Agreement;

     WHEREAS, the Borrower has requested that the Lenders amend the
Credit Agreement in the manner provided for herein;

     WHEREAS, the Agent and the Lenders are willing to agree to the
requested amendments;

     NOW, THEREFORE, in consideration of the premises contained
herein, the parties hereto agree as follows;

     1.   Defined
 Terms.  Unless otherwise defined herein, terms
which are defined in the Credit Agreement and used herein as
defined terms are so used as so defined.

     2.  Amendment to Schedule I.  Schedule I to the Credit
Agreement is hereby amended by deleting such Schedule in its
entirety and substituting in lie thereof a new Schedule I to read
in its entirety as set forth in Exhibit A hereto.

     3.  Amendments to Subsection 1.1.  Subsection 1.1 of the
Credit Agreement is hereby amended by deleting the definition of
"Maximum Direct, Extensions of Credit" in its entirety and
substituting in lieu thereof the following new definition.

     "Maximum Direct Extension of Credit":  at any time on or prior
to May 31, 1995, $40,000,000, and, at any time thereafter,
$20,000,000.

<PAGE>
     4.  Representations and Warranties.  On and as of the date
hereof, the Borrower hereby confirms, reaffirms and restates the
representations and warranties set forth in Section 6 of the Credit
Agreement mutatis mutandis, except to the extent that such
representations and warranties expressly relate to a specific
earlier date in which case the Borrower hereby confirms, reaffirms
and restates such representations and warranties as of such earlier
date, provided that the references to the Credit Agreement in such
representations and warranties shall be deemed to refer to the
Credit Agreement as amended prior to the date hereof and as amended
pursuant to this Amendment.

     5.  Effectiveness.  This Amendment shall become effective as
of the date first written above upon receipt by the Agent
counterparts of this Amendment duly executed by the Borrower and
all the Lenders and acknowledged and consented to by each
Subsidiary.

     6.  Continuing Effect; No Other Amendments.  Except as
expressly amended hereby, all of the terms and provisions of the
Credit Agreement are and shall remain in full force and effect. 
The amendments provided for herein are limited to the specific
subsections of the Credit Agreement specified herein and shall not
constitute an amendment of, or an indication of the Agents or the
Lenders' willingness to amend, any other provisions of the Credit
Agreement or the same subsections for any other date or time period
(whether or not such other provisions or compliance with such
subsections for another date or time period are affected by the
circumstances addressed in this Amendment).

     7.  Expenses.  The Borrower agrees to pay and reimburse the
Agent for all its reasonable costs and out-of-pocket expenses
incurred in connection with the preparation and delivery of this
Amendment, including, without limitation, the reasonable fees and
disbursements of counsel to the Agent.

     8.  Counterparts.  This Amendment may be executed in any
number of counterparts by the parties hereto, each of which
counterparts when so executed shall be an original, but all the
counterparts shall together constitute one and the same instrument.

     9.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK.

<PAGE>
     IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed and delivered by their respective duly
authorized officers as of the date first above written.

                                   AUDIOVOX CORPORATION



                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President


                                   LENEX CORPORATION



                                   By:s/Chris Lis Johnson        
                                      Name:  Chris Lis Johnson
                                      Title:  Secretary


                                   AMERICAN RADIO CORP.



                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President


                                   AUDIOVOX INTERNATIONAL CORP.

                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President


                                   AUDIOVOX CANADA LIMITED



                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President

<PAGE>
                                   WESTERN AUDIOVOX CORP.



                                   By:s/Philip Christopher       
                                      Name:  Philip Christopher
                                      Title:  Vice President


                                   CELL HOLDING CORPORATION


                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President


                                   AUDIOVOX ASIA INC.



                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President


                                   AUDIOVOX LATIN AMERICA LTD.



                                   By:s/Charles M. Stoehr        
                                      Name:  Charles M. Stoehr
                                      Title:  Senior Vice President

Dated as of February 24, 1995


                             AUDIOVOX CORPORATION
                   Computation of Earnings Per Common Share
                 Years Ended November 30, 1992, 1993 and 1994
                    (In thousands, except per share data)

<TABLE>

                                                        1992       1993      1994

Primary earnings:
 Income before extraordinary item and cumulative 
  <S>                                                   <C>       <C>       <C>
  effect of a change in an accounting principle         $ 5,819   $10,051   $ 26,206 
 Extraordinary item                                       1,851     2,173        - 

 Cumulative effect of change in accounting principle          -         -       (178)

 Net income                                             $ 7,670   $12,224  $26,028 

 Shares
  Weighted average number of common shares 
  outstanding                                             9,007     9,009    9,037 
  Additional shares assuming conversion of:
   Stock options, performance share awards, and 
   warrants                                                   -        38       69 
  Weighted average common shares outstanding, as 
   adjusted                                               9,007     9,047    9,106 

 Primary earnings per common share:
  Before extraordinary item and cumulative effect       $  0.64   $  1.11    $  2.88 
  Extraordinary item                                    $  0.21   $  0.24        - 
  Cumulative effect                                           -          -  $ (0.02)
   Net income                                           $  0.85   $  1.35  $  2.86 

Fully diluted earnings:

 Income before extraordinary item and cumulative 
  effect of a change in an accounting principle               -   $10,051  $26,206 

 Net interest expense related to convertible debt             -       354      2,074 

 Income before extraordinary item and cumulative 
  effect of a change in an accounting principle               -    10,405   28,280 

 Extraordinary item                                           -     2,173        - 

 Cumulative effect of change in accounting principle
          -         -       (178)

 Net income applicable to common stock                        -   $12,578  $28,102 

 Shares
  Weighted average number of common shares 
  outstanding                                                 -     9,009    9,037 
  Additional shares assuming conversion of:
   Stock options, performance share awards, and 
     warrants                                                 -        46       88 
   Convertible debentures                                     -     1,023    3,644 
  Weighted average common shares outstanding, as 
   adjusted                                                   -    10,078   12,769 

 Fully diluted earnings per common share:
  Before extraordinary item and cumulative effect             -   $  1.03  $   2.21
  Extraordinary item                                          -   $  0.22        - 
  Cumulative effect                                           -         -  $ (0.01)
   Net income                                                 -   $  1.25  $  2.20 
</TABLE>

 
                                   Exhibit 11







                        SUBSIDIARIES OF REGISTRANT


                                                  Jurisdiction of
Subsidiaries                                       Incorporation 

Quintex Communications Corp.                      New York
Quintex Mobile Communications Corp.               Delaware
Hermes Telecommunications Inc.                    Delaware
Lenex Corporation                                 Delaware
American Radio Corp.                              Georgia
Audiovox International Corp.                      Delaware
Cell Holding Corporation                          Delaware
H & H Eastern Distributors Inc.                   Pennsylvania
Audiovox Holding Corp.                            New York
Audiovox Asia Inc.                                Delaware
Audiovox Latin America Ltd.                       Delaware
Audiovox Canada Limited                           Ontario
Western Audiovox Corp.                            British Columbia
Audiovox Communications (Malaysia) Sdn. Bhd.      Malaysia
Audiovox Singapore PTE. LTD.                      Singapore
Audiovox (Thailand) Co., Ltd.                     Thailand




















                      
                      
                      EXHIBIT 21                  







                      Independant Auditors' Consent
                                    
                                    
                                    
                                    


The Board of Directors and Stockholders
Audiovox Corporation:


We consent to incorporation by reference in the registration
statements (no. 33-18119 and 33-65580) on Form S-8 of Audiovox
Corporation and subsidiaries of our reports dated February 13,
1995, relating to the consolidated balance sheets of Audiovox
Corporation and subsidiaries as of November 30, 1993 and 1994,
and the related consolidated statements of earnings,
stockholders' equity, and cash flows and related schedules for
each of the years in the three-year period ended November 30,
1994, which reports appear in the November 30, 1994 annual report
on Form 10-K of Audiovox Corporation and subsidiaries.

Our report refers to a change in the method of accounting for
income taxes.





                                   s/KPMG Peat Marwick LLP
                                     KPMG PEAT MARWICK LLP


Jericho, New York
February 13, 1995










                     
                     
                     EXHIBIT 23                 





<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          NOV-30-1994
<PERIOD-END>                               NOV-30-1994
<CASH>                                            5,495
<SECURITIES>                                          0
<RECEIVABLES>                                    95,865
<ALLOWANCES>                                      1,623
<INVENTORY>                                      83,430
<CURRENT-ASSETS>                                191,479
<PP&E>                                           22,057
<DEPRECIATION>                                   15,877
<TOTAL-ASSETS>                                  239,098
<CURRENT-LIABILITIES>                            36,228
<BONDS>                                         104,753
<COMMON>                                             90
<PREFERRED-MANDATORY>                                 0
<PREFERRED>                                       2,500
<OTHER-SE>                                       89,969
<TOTAL-LIABILITY-AND-EQUITY>                    239,098
<SALES>                                         434,655
<TOTAL-REVENUES>                                486,448
<CGS>                                           383,689
<TOTAL-COSTS>                                   401,537
<OTHER-EXPENSES>                                      0
<LOSS-PROVISION>                                    (21)
<INTEREST-EXPENSE>                                6,535
<INCOME-PRETAX>                                  46,534
<INCOME-TAX>                                     20,328
<INCOME-CONTINUING>                              26,206
<DISCONTINUED>                                        0
<EXTRAORDINARY>                                       0
<CHANGES>                                          (178)
<NET-INCOME>                                     26,028
<EPS-PRIMARY>                                      2.86
<EPS-DILUTED>                                      2.20
        

</TABLE>