UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT

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


Date of Report (date of earliest event reported):     June 16, 2004



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



DELAWARE                                1-9532              13-1964841
(State or other jurisdiction         (Commission   (IRS Employer Identification
 of Incorporation)                   File Number)             Number)




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



Registrant's telephone number, including area code:           (631) 231-7750



                                      NONE
          (Former name or former address, if changed since last report)






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ITEM 5.      OTHER EVENTS

     Eleventh Amendment to the Fourth Amended and Restated Credit Agreement: The
Company and its Lenders  executed an Amendment  dated as of June 16, 2004 to the
Company's Fourth Amended and Restated Credit Agreement (the "Amendment").

     The  Amendment,  allows  the  Company  to  sell  certain  of  its  accounts
receivable free of the Banks' security interest.

ITEM 7.           EXHIBITS

Exhibit 99.1      Eleventh Amendment dated as of June 16, 2004 to the Audiovox
                    Corporation Fourth Amended and Restated Credit Agreement






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                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Company  has  duly  caused  this  report  to be  signed  on  its  behalf  by the
undersigned hereunto duly authorized.

                                                AUDIOVOX CORPORATION




Dated:  June 22, 2004          By:s/ Charles M.  Stoehr
                                  ---------------------------------------
                                   Charles M.  Stoehr
                                   Senior Vice President and
                                    Chief Financial Officer





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