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


                                    FORM 10-Q

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


For Quarter Ended                                    February 28, 2001
                                    -------------------------------------


Commission file number                               0-28839
                                    --------------------------------------


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


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

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

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

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

                    Yes   X                                      No
                       -------                                     -------

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

           Class                             Outstanding at April 10, 2001
           -------------------------------------------------------------------

           Class A Common Stock                        20,306,538 Shares
           Class B Common Stock                         2,260,954 Shares

                                        1





                              AUDIOVOX CORPORATION

                                    I N D E X
                                                                        Page
                                                                        Number

PART I            FINANCIAL INFORMATION

ITEM 1            Financial Statements:

                  Consolidated Balance Sheets at November 30,
                  2000 and February 28, 2001 (unaudited)                     3

                  Consolidated Statements of Income for the
                  Three Months Ended February 29, 2000
                  and February 28, 2001 (unaudited)                          4

                  Consolidated Statements of Cash Flows
                  for the Three Months Ended February 29, 2000
                  and February 28, 2001 (unaudited)                          5

                  Notes to Consolidated Financial Statements               6-11

ITEM 2            Management's Discussion and Analysis of
                  Financial Operations and Results of
                  Operations                                               12-23

PART II           OTHER INFORMATION

ITEM 6            Exhibits and Reports on Form 8-K                          24

                  SIGNATURES                                                25

                                        2





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


                                                                                  November 30, February 28,
                                                                                     2000         2001
                                                                                  ---------    ---------
                                                                                               (unaudited)

                                                                                         
Assets
Current assets:
   Cash and cash equivalents                                                      $   6,431    $  12,359
   Accounts receivable, net                                                         279,402      195,838
   Inventory, net                                                                   140,065      187,020
   Receivable from vendor                                                             5,566        3,100
   Prepaid expenses and other current assets                                          6,830        9,276
   Deferred income taxes, net                                                        12,244       13,536
                                                                                  ---------    ---------
         Total current assets                                                       450,538      421,129

Investment securities                                                                 5,484        6,574
Equity investments                                                                   11,418       12,767
Property, plant and equipment, net                                                   27,996       27,298
Excess cost over fair value of assets acquired and other intangible assets, net       5,098        5,009
Other assets                                                                          2,325        1,573
                                                                                  ---------    ---------
                                                                                  $ 502,859    $ 474,350
                                                                                  =========    =========
Liabilities and Stockholders' Equity
Current liabilities:
   Accounts payable                                                               $  61,060    $  54,368
   Accrued expenses and other current liabilities                                    62,569       52,667
   Income taxes payable                                                               6,274        7,053
   Bank obligations                                                                   8,104        8,535
   Notes payable                                                                      5,868        5,448
   Current installment of long-term debt                                                486          486
                                                                                  ---------    ---------
         Total current liabilities                                                  144,361      128,557
Bank obligations                                                                     15,000         --
Deferred income taxes, net                                                              972        1,427
Capital lease obligation                                                              6,260        6,254
Deferred compensation                                                                 2,208        3,933
                                                                                  ---------    ---------
         Total liabilities                                                          168,801      140,171
                                                                                  ---------    ---------
Minority interest                                                                     3,555        2,851
                                                                                  ---------    ---------

Stockholders' equity:
   Preferred stock, liquidation preference of $2,500                                  2,500        2,500
   Common stock:
       Class A; 60,000,000 authorized; 20,291,046 issued at November 30, 2000
       and February 28, 2001, 19,528,554 and 19,380,664 outstanding
       at November 30, 2000 and February 28, 2001, respectively                         204          204
       Class B convertible; 10,000,000 authorized; 2,260,954 issued                      22           22
   Paid-in capital                                                                  248,468      248,468
   Retained earnings                                                                 90,371       92,937
   Accumulated other comprehensive loss                                              (5,058)      (5,416)
   Treasury stock, at cost, 762,492 and 910,382 Class A common stock at
       November 30, 2000 and February 28, 2001, respectively                         (6,004)      (7,387)
                                                                                  ---------    ---------
         Total stockholders' equity                                                 330,503      331,328
                                                                                  ---------    ---------
Commitments and contingencies
         Total liabilities and stockholders' equity                               $ 502,859    $ 474,350
                                                                                  =========    =========




See accompanying notes to consolidated financial statements.

                                        3





                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                        Consolidated Statements of Income
       For the Three Months Ended February 29, 2000 and February 28, 2001
                 (In thousands, except share and per share data)
                                   (unaudited)




                                                                     Three Months Ended
                                                                  February 29,    February 28,
                                                                     2000            2001
                                                                 ------------    ------------
                                                                           

Net sales                                                        $    340,156    $    330,748

Cost of sales                                                         305,288         300,908
                                                                 ------------    ------------

Gross profit                                                           34,868          29,840
                                                                 ------------    ------------

Operating expenses:

   Selling                                                             10,359           9,771
   General and administrative                                          10,635          11,156
   Warehousing and assembly                                             4,793           5,323
                                                                 ------------    ------------

       Total operating expenses                                        25,787          26,250
                                                                 ------------    ------------

Operating income                                                        9,081           3,590
                                                                 ------------    ------------

Other income (expense):
   Interest and bank charges                                           (2,639)         (1,007)
   Equity in income of equity investments, net                            990           1,370
   Gain on sale of investments                                            328            --
   Other, net                                                           1,013              71
                                                                 ------------    ------------

       Total other income (expense), net                                 (308)            434
                                                                 ------------    ------------

Income before provision for income taxes                                8,773           4,024

Provision for income taxes                                              3,473           1,458
                                                                 ------------    ------------

Net income                                                       $      5,300    $      2,566
                                                                 ============    ============

Net income per common share (basic)                              $       0.27    $       0.12
                                                                 ============    ============

Net income per common share (diluted)                            $       0.25    $       0.12
                                                                 ============    ============

Weighted average number of common shares outstanding (basic)       19,951,186      21,654,486
                                                                 ============    ============
Weighted average number of common shares outstanding (diluted)     21,575,569      22,034,838
                                                                 ============    ============








See accompanying notes to consolidated financial statements.

                                        4





                      AUDIOVOX CORPORATION AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
           Three Months Ended February 29, 2000 and February 28, 2001
                                 (In thousands)
                                   (unaudited)


                                                                             February 29,  February 28,
                                                                                2000          2001
                                                                             ------------- ------------
                                                                                     
Cash flows from operating activities:
   Net income                                                                $  5,300      $  2,566
   Adjustments to reconcile net income to net cash provided by (used in)
         operating activities:
       Depreciation and amortization                                              860         1,054
       Provision for (recovery of) bad debt expense                               (74)          176
       Equity in income of equity investments, net                               (990)       (1,370)
       Minority interest                                                          135           330
       Gain on sale of investments                                               (328)         --
       Deferred income tax expense                                             (1,289)         (603)

   Changes in:
       Accounts receivable                                                     68,627        83,481
       Receivable from vendor                                                  (2,792)        2,466
       Inventory                                                              (56,731)      (46,987)
       Accounts payable, accrued expenses and other current liabilities       (25,517)      (15,112)
       Income taxes payable                                                    (2,025)          780
       Investment securities - trading                                           --          (1,721)
       Prepaid expenses and other, net                                           (835)       (1,476)
                                                                             --------      --------

          Net cash provided by (used in) operating activities                 (15,659)       23,584
                                                                             --------      --------

Cash flows from investing activities:
   Purchases of property, plant and equipment, net                               (903)         (698)
   Net proceeds from sale of investment securities                              3,103          --
   Proceeds from distribution from equity investment                              338          --
                                                                             --------      --------

          Net cash provided by (used in) investing activities                   2,538          (698)
                                                                             --------      --------

Cash flows from financing activities:
   Net repayments of bank obligations                                         (76,024)      (14,535)
   Payment of dividend to minority shareholder of subsidiary                     --          (1,034)
   Net repayments under documentary acceptances                                (1,994)         --
   Principal payments on capital lease obligation                                  (5)           (6)
   Proceeds from exercise of stock options and warrants                           166          --
   Repurchase of Class A common stock                                            --          (1,382)
   Net proceeds from follow-on offering                                        97,677          --
                                                                             --------      --------

          Net cash provided by (used in) financing activities                  19,820       (16,957)
                                                                             --------      --------

Effect of exchange rate changes on cash                                             5            (1)
                                                                             --------      --------
Net increase in cash                                                            6,704         5,928
Cash at beginning of period                                                     5,527         6,431
                                                                             --------      --------
Cash and cash equivalents at end of period                                   $ 12,231      $ 12,359
                                                                             ========      ========




See accompanying notes to consolidated financial statements.

                                        5





                      AUDIOVOX CORPORATION AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
           Three Months Ended February 29, 2000 and February 28, 2001
             (Dollars in thousands, except share and per share data)



(1)      Basis of Presentation

          The accompanying  consolidated  financial  statements were prepared in
          accordance with generally accepted  accounting  principles and include
          all  adjustments,  which  include only normal  recurring  adjustments,
          which,  in the opinion of management,  are necessary to present fairly
          the  consolidated  financial  position  of  Audiovox  Corporation  and
          subsidiaries  (the  Company) as of November  30, 2000 and February 28,
          2001,  the  consolidated  statements  of income  for the  three  month
          periods  ended  February  29,  2000 and  February  28,  2001,  and the
          consolidated  statements  of cash  flows for the three  month  periods
          ended February 29, 2000 and February 28, 2001. The interim figures are
          not necessarily indicative of the results for the year.

          Accounting policies adopted by the Company are identified in Note 1 of
          the  Notes  to  Consolidated  Financial  Statements  included  in  the
          Company's   2000   Annual   Report   filed  on  Form   10-K.   Certain
          reclassifications  have been made to the 2000  consolidated  financial
          statements in order to conform to the 2001 presentation.

(2)      Supplemental Cash Flow Information

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


                                                      Three Months Ended
                                               February 29,        February 28,
                                                   2000                2001
                                               ------------         -----------

Cash paid during the period:
     Interest (excluding bank charges)             $445                $ 774
     Income taxes                                  $178               $1,280

         During the three months ended February 29, 2000 and February 28, 2001,
         the Company recorded a net unrealized holding loss relating to
         available-for-sale marketable securities, net of deferred taxes, of
         $1,082 and $391, respectively, as a component of accumulated other
         comprehensive loss.


                                        6




                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



(3)      Net Income Per Common Share

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


                                                                           Three Months Ended
                                                                       February 29,     February 28,
                                                                           2000            2001
                                                                       -----------     -----------

                                                                                 
Net income (numerator for basic income per share)                      $     5,300     $     2,566
Interest on 6 1/4% convertible subordinated debentures, net of tax              10               4
                                                                       -----------     -----------
Adjusted net income (numerator for diluted income per share)           $     5,310     $     2,570
                                                                       ===========     ===========
Weighted average common shares (denominator for basic
   income per share)                                                    19,951,186      21,654,486
Effect of dilutive securities:
   6 1/4% convertible subordinated debentures                               57,627          27,458
   Employee stock options and stock warrants                             1,553,106         352,894
   Employee stock grants                                                    13,650            --
                                                                       -----------     -----------
Weighted average common and potential common shares
   outstanding (denominator for diluted income per share)               21,575,569      22,034,838
                                                                       ===========     ===========
Basic income per share                                                 $      0.27     $      0.12
                                                                       ===========     ===========
Diluted income per share                                               $      0.25     $      0.12
                                                                       ===========     ===========


         There were no anti-dilutive employee stock options or stock warrants
         for the three months ended February 29, 2000. Employee stock options
         and warrants totaling 1,565,000 for the three months ended February 28,
         2001 were not included in the net income per common share calculation
         because their effect would have been anti-dilutive.

(4)      Comprehensive Income

         The accumulated other comprehensive loss of $5,058 and $5,416 at
         November 30, 2000 and February 28, 2001, respectively, on the
         accompanying consolidated balance sheets is the net accumulated
         unrealized loss on the Company's available-for-sale investment
         securities of $190 and $581 at November 30, 2000 and February 28, 2001,
         respectively, and the accumulated foreign currency translation
         adjustment of $4,868 and $4,835 at November 30, 2000 and February 28,
         2001, respectively.


                                        7




                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



         The Company's total comprehensive income was as follows:



                                                               Three Months Ended
                                                            February 29,  February 28,
                                                               2000          2001
                                                             -----------  ------------

                                                                    
Net income                                                   $ 5,300      $ 2,566
                                                             -------      -------
Other comprehensive income (loss):
   Foreign currency translation adjustments                      846           33
                                                             -------      -------
   Unrealized losses on securities:
       Unrealized holding losses  arising during period,
           net of tax                                           (879)        (391)
       Less: reclassification adjustment for losses
          realized in net income, net of tax                    (203)        --
                                                             -------      -------
       Net unrealized losses                                  (1,082)        (391)
                                                             -------      -------

Other comprehensive loss, net of tax                            (236)        (358)
                                                             -------      -------
Total comprehensive income                                   $ 5,064      $ 2,208
                                                             =======      =======


         The change in the net unrealized losses arising during the period
         presented above are net of tax benefit of $1,082 and $240 for the three
         months ended February 29, 2000 and February 28, 2001, respectively. The
         reclassification adjustment presented above is net of tax expense of
         $125 for the three months ended February 29, 2000. There was no
         reclassification adjustment for the three months ended February 28,
         2001.

(5)      Segment Information

         The Company has two reportable segments which are organized by
         products: Wireless and Electronics. The Wireless segment markets
         wireless handsets and accessories through domestic and international
         wireless carriers and their agents, independent distributors and
         retailers. The Electronics segment sells autosound, mobile electronics
         and consumer electronics, primarily to mass merchants, power retailers,
         specialty retailers, new car dealers, original equipment manufacturers
         (OEM), independent installers of automotive accessories and the U.S.
         military.

         The Company evaluates performance of the segments based upon income
         before provision for income taxes. The accounting policies of the
         segments are the same as those for the

                                        8




                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



         Company as a whole. The Company allocates interest and certain shared
         expenses, including treasury, legal and human resources, to the
         segments based upon estimated usage. Intersegment sales are reflected
         at cost and have been eliminated in consolidation. A royalty fee on the
         intersegment sales, which is eliminated in consolidation, is recorded
         by the segments and included in other income (expense). Certain items
         are maintained at the Company's corporate headquarters (Corporate) and
         are not allocated to the segments. They primarily include costs
         associated with accounting and certain executive officer salaries and
         bonuses and certain items including investment securities, equity
         investments, deferred income taxes, certain portions of excess cost
         over fair value of assets acquired, jointly-used fixed assets and debt.
         The jointly-used fixed assets are the Company's management information
         systems, which are used by the Wireless and Electronics segments and
         Corporate. A portion of the management information systems costs,
         including depreciation and amortization expense, are allocated to the
         segments based upon estimates made by management. During the three
         months ended February 29, 2000 and February 28, 2001, certain
         advertising costs were not allocated to the segments. These costs
         pertained to an advertising campaign that was intended to promote
         overall Company awareness, rather than individual segment products.
         Segment identifiable assets are those which are directly used in or
         identified to segment operations.



                                                                                            Consolidated
                                   Wireless     Electronics    Corporate    Eliminations       Totals
                                                                                   
Three Months Ended
February 29, 2000
Net sales                          $ 276,624      $ 63,532          --            --        $340,156
Intersegment sales (purchases)        (1,036)        1,036          --            --            --
Pre-tax income (loss)                  5,639         3,230     $     (96)         --           8,773
Total assets                         269,356       108,238        92,948          --         470,542

Three Months Ended
February 28, 2001
Net sales                          $ 265,142      $ 65,606          --            --        $330,748
Intersegment sales (purchases)          (129)          129          --            --            --
Pre-tax income (loss)                  3,325         2,310     $  (1,611)         --           4,024
Total assets                         282,351       116,947       111,009      $(35,957)      474,350



(6)      Audiovox Communications Corp.  Dividend

     In February 2001, the Board of Directors of Audiovox  Communications  Corp.
(ACC), declared a dividend payable to its shareholders,  Audiovox Corporation, a
95% shareholder,

                                        9




                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



         and Toshiba Corporation (Toshiba), a 5% shareholder. ACC paid Toshiba
         its share of the dividend, which approximated $1,034, in February 2001.

(7)      Accounting for Derivative Instruments and Hedging Activities

         On December 1, 2000, the Company adopted SFAS No. 133, "Accounting for
         Derivative Instruments and Hedging Activities", which, as amended, is
         effective for fiscal years beginning after June 15, 2000. This
         statement establishes accounting and reporting standards for derivative
         instruments and requires the recognition of all derivative instruments
         as either assets or liabilities in the statement of financial position
         based on their fair values. Changes in the fair values are required to
         be reported in earnings or other comprehensive income depending on the
         use of the derivative and whether it qualifies for hedge accounting.
         Derivatives designated as effective cash flow hedges qualify for hedge
         accounting and, therefore, changes in fair values are recognized in
         other comprehensive income. Changes in fair values related to the
         ineffective portion of cash flow hedges, as well as fair value hedges,
         must be recognized immediately in earnings.

         The Company uses derivative instruments primarily to manage exposures
         related to foreign currency denominated receivables and payables. To
         accomplish this, the Company uses certain contracts, primarily foreign
         currency forward contracts, which minimize cash flow risks from changes
         in foreign currency exchange rates. Implementation of SFAS No. 133 did
         not have an impact on the Company's financial positions, results of
         operations or liquidity. As of February 28, 2001, the Company did not
         have any derivative instruments.

(8)      Product Return

         During the quarter ended February 28, 2001, Wireless refunded
         approximately $21,000 to a customer, who is a wireless carrier, for the
         return of approximately 97,000 tri-mode phones. The returned phones are
         expected to be resold to another carrier customer or returned to the
         manufacturer for a full refund or some combination thereof during the
         second quarter. Since the time of the original sale, the selling price
         of the phones has been reduced below the original cost by approximately
         $90 per phone, or $8.6 million in the aggregate, as a result of changes
         in the marketplace for wireless products. Further reductions to the
         selling price may occur. Management believes the Company will receive
         credit for any loss incurred on the resale of the phones from its
         vendor or the phones will be returned to the vendor for a full refund
         of the original purchase price. Accordingly, the Company has not
         recorded a charge for any potential loss on the disposition of the
         phones.

                                       10




                      AUDIOVOX CORPORATION AND SUBSIDIARIES

              Notes to Consolidated Financial Statements, Continued



         During January 2001, Wireless also purchased 93,600 of the same model
         of tri-mode phone from the same manufacturer for a total cost of $12.4
         million. A provision of the purchase agreement is that the manufacturer
         will provide a credit to the extent the selling price of the phone is
         less than the cost of the phone. Accordingly, the Company has not
         recognized any provision for any potential impairment in the value of
         the phones.



                                       11





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

     The  Company  markets  its  products  under the  Audiovox  brand as well as
private   labels  through  a  large  and  diverse   distribution   network  both
domestically  and  internationally.  The Company  operates through two marketing
groups:  Wireless and Electronics.  Wireless consists of Audiovox Communications
Corp.  (ACC),  a 95%-owned  subsidiary  of  Audiovox,  and  Quintex,  which is a
wholly-owned  subsidiary of ACC. ACC markets  wireless  handsets and accessories
primarily on a wholesale basis to wireless carriers in the United States and, to
a lesser extent, carriers overseas.  Quintex is a small operation for the direct
sale of handsets,  accessories  and wireless  telephone  service.  For the first
three months of 2001,  sales  through  Quintex were $11,633 or 4.4% of Wireless'
sales.  Quintex  receives  activation  commissions and residual fees from retail
sales,  in  addition  to a  monthly  residual  payment  which  is  based  upon a
percentage of a customer's usage.

     The Electronics Group consists of two wholly-owned  subsidiaries,  Audiovox
Electronics  Corp.  (AEC) and  American  Radio Corp.,  and three  majority-owned
subsidiaries,  Audiovox  Communications  (Malaysia) Sdn. Bhd., Audiovox Holdings
(M) Sdn.  Bhd.  and  Audiovox  Venezuela,  C.A. The  Electronics  Group  markets
automotive  sound and security  systems,  electronic car  accessories,  home and
portable sound  products,  FRS radios,  in-vehicle  video  systems,  flat-screen
televisions,  DVD's and navigation systems.  Sales are made through an extensive
distribution  network of mass  merchandisers,  power  retailers  and others.  In
addition,  the  Company  sells  some  of its  products  directly  to  automobile
manufacturers on an OEM basis.

     The Company allocates interest and certain shared expenses to the marketing
groups based upon estimated usage.  General expenses and other income items that
are not readily allocable are not

                                       12





included in the results of the two marketing groups.

RESULTS OF OPERATIONS

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



                                                   Three Months Ended
                                            February 29,  February 28,
                                               2000          2001
                                            ---------     ------------
                                                      
Net sales:
     Wireless
        Wireless products                       78.8%       77.9%
        Activation commissions                   2.0         2.2
        Residual fees                            0.1         0.1
        Other                                    0.4          --
                                              -------     -------
           Total Wireless                       81.3        80.2
                                              -------     -------

     Electronics
        Mobile electronics                       9.3        10.2
        Consumer electronics                     2.3         4.6
        Sound                                    6.7         4.8
        Other                                    0.3         0.2
                                              -------     -------
           Total Electronics                    18.7        19.8
                                              -------     -------
           Total net sales                     100.0%      100.0%
Cost of sales                                   89.7        91.0
                                              -------     -------
Gross profit                                    10.3         9.0

Selling                                          3.0         3.0
General and administrative                       3.2         3.4
Warehousing and assembly                         1.3         1.6
                                              -------     -------
        Total operating expenses                 7.6         8.0
                                              -------     -------
Operating income                                 2.7         1.1

Interest and bank charges                       (0.8)       (0.3)
Income in equity investments, net                0.3         0.4
Gain on sale of investments                      0.1         --
Other                                            0.3         --
                                              -------     -------
Income before provision for income taxes         2.6         1.2
Provision for income taxes                       1.0         0.4
                                              -------     -------
Net income                                       1.6%        0.8%
                                              =======     =======


                                      13

Consolidated Results
Three months ended February 29, 2000 compared to three months ended February 28,
  2001

     The net sales and  percentage  of net sales by marketing  group and product
line for the three  months  ended  February  29, 2000 and  February 28, 2001 are
reflected in the following table:


                                         Three Months Ended
                                 February 29,        February 28,
                                    2000                2001
                              ------------------   ------------------
                                                    
Net sales:
 Wireless
   Wireless products          $267,968     78.8%   $257,232     77.9%
   Activation commissions        6,736      2.0       7,286      2.2
   Residual fees                   484      0.1         462      0.1
   Other                         1,436      0.4         162   --
                              --------    ------   --------    ------
      Total Wireless           276,624     81.3     265,142     80.2
                              --------    ------   --------    ------
Electronics
   Mobile electronics           31,764      9.3      33,819     10.2
   Consumer electronics          7,715      2.3      15,239      4.6
   Sound                        23,011      6.7      15,847      4.8
   Other                         1,042      0.3         701      0.2
                              --------    ------   --------    ------
      Total Electronics         63,532     18.7      65,606     19.8
                              --------    ------   --------    ------
      Total                   $340,156    100.0%   $330,748    100.0%
                              ========    ======   ========    ======


     Net sales for the  first  quarter  of 2001 were  $330,748,  a  decrease  of
$9,408,  or 2.8%, from 2000. The decrease in net sales was in the Wireless Group
which was partially offset by an increase in the Electronics  Group.  During the
quarter,  a carrier  customer  returned  97,000 tri-mode phones for $21,000 (See
Note 8 for additional  information).  Sales from our international  subsidiaries
increased  slightly from 2000 by  approximately  $20 or 0.3%. Gross margins were
9.0% in 2001 compared to 10.3% in 2000.  Operating expenses increased to $26,250
from $25,787,  a 1.8%  increase.  As a percentage of sales,  operating  expenses
increased slightly to 8.0% in 2001 from 7.6%

                                       14





in 2000. Operating income for 2001 was $3,590 compared to $9,081 in 2000, a
decrease of $5,491 or 60.0%.

Wireless Results
Three    months ended February 29, 2000 compared to three months ended February
         28, 2001

     The Wireless Group is composed of ACC and Quintex, both subsidiaries of the
Company.

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


                                             Three Months Ended
                                   February 29,            February 28,
                                      2000                    2001
                                ------------------    --------------------
                                                        
Net sales:
     Wireless products          $ 267,968     96.9%    $ 257,232    97.0%
     Activation commissions         6,736      2.4         7,286     2.7
     Residual fees                    484      0.2           462     0.2
     Other                          1,436      0.5           162     0.1
                                ---------    ------    ---------   ------
                                  276,624    100.0%      265,142   100.0%

Gross profit                       20,960      7.6        15,968     6.0
Total operating expenses           12,411      4.5        11,848     4.5
                                ---------    ------    ---------   ------
Operating income                    8,549      3.1         4,120     1.5
Other expense                      (2,910)    (1.1)         (795)   (0.2)
                                ---------    ------    ---------   ------
Pre-tax income                  $   5,639      2.0%    $   3,325     1.3%
                                =========    ======    =========   ======



     Net sales  were  $265,142  in the first  quarter  of 2001,  a  decrease  of
$11,482,  or 4.2%, from last year. Unit sales of wireless handsets  decreased by
112,000 units in 2001, or 6.1%, to approximately  1,744,000 units from 1,856,000
units in 2000.  This  decrease was  attributable  to decreased  sales of digital
handsets which was due to delivery delays of product from vendors and

                                       15





delayed  new  product  introductions.   Additionally,  a  carrier  customer
returned 97,000 tri-mode phones for approximately  $21,000. The returned product
is expected to be resold to another carrier  customer during the second quarter.
(See Note 8 for additional  information.)  The average selling price of handsets
increased to $141 per unit in 2001 from $140 per unit in 2000. The number of new
wireless  subscriptions  processed by Quintex  increased  12.3% in 2001,  with a
corresponding  increase in activation commissions of approximately $2.3 in 2001.
The average  commission  received by Quintex per activation  decreased 8.9% from
2000. Unit gross profit margins decreased to 4.9% in 2001 from 6.3% in 2000. The
newer digital phones have a lower margin as the higher average unit cost is only
partially  offset  by  an  increased  selling  price.  This  also  reflects  the
competitive nature of the wireless  marketplace and pricing pressures associated
with supporting various wireless carrier programs.  Operating expenses decreased
to $11,848 from $12,411. Selling expenses decreased from last year, primarily in
divisional  marketing,  advertising and commissions.  General and administrative
expenses decreased from 2000,  primarily in office salaries and office expenses.
Warehousing  and  assembly  expenses  increased  during  2001  from  last  year,
primarily due to an increase in direct labor and temporary personnel.  Operating
income for 2001 was $4,120 compared to last year's $8,549,  a decrease of $4,429
or 51.8%.

     Management believes that the wireless industry is extremely  competitive in
both price and  technology.  As the growth in the  wireless  marketplace  slows,
carrier customer  purchasing  practices have changed and pricing  pressures have
intensified.  This  could  affect  gross  margins  and  the  carrying  value  of
inventories  in the future.  As the market for  digital  products  becomes  more
competitive  and if the market for  analog  phones  continues  to  decline,  the
Company  may be  required  to adjust the  carrying  value of its  inventory  and
inventory returned in the future. Industry and financial market

                                       16





forecasts call for slower growth in the global handset market. In addition, the
industry-wide shortage of certain wireless components and parts may affect our
vendors' ability to provide handsets to us on a timely basis, which may result
in delayed shipments to our customers and decreased sales.

Electronics Results
Three months ended February 29, 2000 compared to three months ended February 28,
2001

         The following table sets forth for the periods indicated certain income
statement data and percentage of net sales by product line for the Electronics
Group:


                                           Three Months Ended
                                February 29,             February 28,
                                   2000                     2001
                              -------------------    ------------------
                                                      
Net sales:
     Mobile electronics       $ 31,764      50.0%    $ 33,819     51.5%
     Consumer electronics        7,715      12.1       15,239     23.2
     Sound                      23,011      36.2       15,847     24.2
     Other                       1,042       1.6          701      0.1
                              ---------   ------     ---------  -------
        Total net sales         63,532     100.0       65,606    100.0
Gross profit                    13,909      21.9       13,870     21.1
Total operating expenses        10,281      16.2       11,133     17.0
                              ---------   ------     ---------  -------
Operating income                 3,628       5.7        2,737      4.2
Other expense                     (398)     (0.6)        (427)    (0.7)
                              ---------   ------     ---------  -------
Pre-tax income                $  3,230       5.1%    $  2,310      3.5%
                              =========   =======    =========  =======



     Net sales  increased  $65,606  compared to last year,  an increase of 3.3%.
Mobile  electronics  sales  increased  6.5%  compared  to last year to  $33,819,
primarily due to increases in mobile video and security sales,  partially offset
by  declines  in sales of  Protector  Hardgoods  and cruise  controls.  Consumer
electronics  sales also increased 97.5% from last year due to increased sales of
FRS radios and home stereo products. Automotive sound sales decreased 31.1% from
last year to $15,847,

                                       17





primarily  in the AV product  line.  Net sales in the  Company's  Malaysian
subsidiary  decreased  from  last  year by  approximately  6.3%.  The  Company's
Venezuelan subsidiary  experienced an increase of 10.2% in sales from last year.
Gross  margins  of the  Electronics  Group were 21.1% in 2001 and 21.9% in 2000.
Operating  expenses increased $852 from last year to 17.0% of sales up from last
year's 16.2% of sales.  Selling expenses increased from last year,  primarily in
commissions.  General and administrative expenses increased from 2000, primarily
in  office  salaries,  payroll  taxes and  employee  benefits.  Warehousing  and
assembly expenses decreased from 2000, primarily in tooling expense offset by an
increase in direct labor.  Operating  income was $2,737  compared to last year's
$3,628, a decrease of $891 or 24.6%.

     The Company  believes that the  Electronics  Group has an expanding  market
with a certain  level of volatility  related to both domestic and  international
new car sales.  Also,  certain of its products are subject to price fluctuations
which could affect the carrying  value of  inventories  and gross margins in the
future. The Electronics Group may also experience additional  competition in the
mobile video category as more competitors enter the market.

Other Income and Expense

     Interest expense and bank charges  decreased by $1,632 for the three months
ended  February 28, 2001 compared to the same period last year.  The decrease in
interest  expense and bank charges is due to lower  average  borrowings  for the
three  month  period  ended  February  28,  2001.  Equity  in  income  of equity
investments  increased  $380 for the three  months ended  February 28, 2001,  as
compared to the same period last year.  For the three months ended  February 28,
2000 and 2001, Audiovox Specialty Applications,  LLC represented the majority of
equity in income of equity

                                       18





investments.

Provision for Income Taxes

     The  effective  tax rate for the three months  ended  February 28, 2001 was
36.2% compared to last year's 39.6%.  The decrease in the effective tax rate was
principally  due to changes in the proportion of domestic and foreign  earnings,
utilization of a Canadian tax loss  carryforward and benefits from reduced state
taxes.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's cash position at February 28, 2001 increased  $5,928 from the
November 30, 2000 level. Operating activities provided $23,584, primarily from a
decrease of $83,481 in accounts  receivable,  partially  offset by  increases in
inventory of $46,987 and decreases in accounts  payable and accrued  expenses of
$15,112.  Accounts  receivable days on hand increased to 61 days at February 28,
2001 from 53 days at February 29, 2000. Inventory days on hand decreased from 69
days last year to 65 days this year. The increase in inventory value and days on
hand was primarily in the Wireless Group. Investing activities used $698, solely
from the purchase of property,  plant and equipment.  Financing  activities used
$16,957, primarily from repayments on the line of credit agreement.

     The Company  maintains a revolving credit agreement with various  financial
institutions.  The credit agreement  provides for $250,000 of available  credit,
including $15,000 for foreign currency borrowings and expires July 27, 2004.

     Under the credit  agreement,  the Company may obtain credit  through direct
borrowings  and letters of credit.  The  obligations  of the  Company  under the
credit agreement are guaranteed by

                                       19





certain  of  the  Company's   subsidiaries   and  is  secured  by  accounts
receivable,  inventory and the Company's shares of ACC. The Company's ability to
borrow  under its credit  facility is a maximum  aggregate  amount of  $250,000,
subject to certain  conditions,  based upon a formula  taking  into  account the
amount  and  quality  of its  accounts  receivable  and  inventory.  The  credit
agreement  also  allows  for  commitments  up to  $50,000  in  forward  exchange
contracts.

     The credit agreement  contains  several  covenants  requiring,  among other
things,  minimum  levels of pre-tax  income and minimum  levels of net worth and
working  capital.   Additionally,   the  agreement  includes   restrictions  and
limitations   on  payments  of   dividends,   stock   repurchases   and  capital
expenditures.

     The Company also has revolving credit  facilities in Malaysia and Venezuela
to finance additional working capital needs. The Malaysian credit facilities are
partially secured by the Company under standby letters of credit and are payable
upon demand or upon expiration of the standby letters of credit. The obligations
of the Company under the Malaysian credit facilities are secured by the property
and  building  in  Malaysia  owned by  Audiovox  Communications  Sdn.  Bhd.  The
Venezuelan  credit  facility is secured by the Company under a standby letter of
credit and is payable upon demand or upon  expiration  of the standby  letter of
credit.

     In February 2000,  the Company  completed a follow on offering of 3,565,000
Class A common  shares  at a price to the  public of $45.00  per  share.  Of the
3,565,000 shares sold, the Company offered 2,300,000 shares and 1,265,000 shares
were offered by selling  shareholders.  Audiovox received  approximately $96,573
after deducting expenses. The Company used these net proceeds to repay a portion
of amounts  outstanding  under their revolving credit  facility,  any portion of
which can be reborrowed at any time.  The Company did not receive any of the net
proceeds from

                                       20





the sale of shares by the selling shareholders.

     The  Company  believes  that it has  sufficient  liquidity  to satisfy  its
anticipated  working capital and capital  expenditure needs through November 30,
2001 and for the reasonable foreseeable future.

Recent Accounting Pronouncements

     On December 3, 1999, the Securities  and Exchange  Commission  (SEC) issued
Staff  Accounting   Bulletin  No.  101  -  "Revenue   Recognition  in  Financial
Statements"  (SAB No.  101).  SAB No.  101  provides  the SEC  staff's  views in
applying generally accepted accounting  principles to revenue recognition in the
financial   statements.   SAB  No.  101  delayed  the  implementation  date  for
registrants  to adopt the  accounting  guidance  contained  in SAB No. 101 by no
later than the fourth fiscal quarter of the fiscal year beginning after December
15,  1999.  Management  of the  Company  does  not  believe  that  applying  the
accounting  guidance of SAB No. 101 will have a material effect on its financial
position or results of operations.

         In September 2000, the Emerging Issues Task Force issued EITF 00-22,
"Accounting for Points and Certain Other Time-Based or Volume-Based Sales
Incentive Offers, and Offers for Free Products or Services to Be Delivered in
the Future" (EITF 00-22) . EITF 00-22 addresses, among other issues, how a
vendor should account for an offer to a customer to rebate or refund a specified
amount of cash that is redeemable only if a customer completes a specified
cumulative level of revenue transactions or remains a customer for a specified
time period. At the January 2001 meeting, the Task Force affirmed its
conclusions reached at the November 2000 meeting, at which time they concluded
that a vendor should recognize a cash rebate or refund obligation as a reduction
of revenue based upon a systematic and rational allocation of the cost of
honoring rebates or refunds earned and

                                       21





claimed to each of the underlying revenue transactions. The consensus is
effective for interim or annual periods ending after February 15, 2001. The
Company adopted EITF 00-22 during the quarter ended February 28, 2001.
Implementation of EITF 00-22 did not have an impact on the Company's
consolidated financial statements.

     In March 2000, the Emerging Issues Task Force issued EITF 99-19, "Reporting
Revenue Gross as a Principal  verses Net as an Agent" (EITF  99-19).  EITF 99-19
addresses  whether a company should report revenue based on (a) the gross amount
billed to the customer  because it has earned revenue from the sale of the goods
or  services  or (b) the net amount  retained  (that is, the amount  billed to a
customer less the amount paid to a supplier)  because it has earned a commission
or fee. The Task reached a consensus  that  whether a company  should  recognize
revenue at the gross amount billed or the net amount retained, as defined above,
because it has earned a commission  or fee is a matter of judgment  that depends
on the relevant facts and circumstances. The Task Force also gave examples which
should be  considered  in that  evaluation.  The  consensus is effective for the
fourth quarter of the Company's  fiscal year beginning  after December 15, 1999.
Upon application of the consensus,  comparative  financial  statements should be
reclassified.  The  Company  will  adopt EITF 99-19  during  the  quarter  ended
November 30, 2001. Management does not believe that implementation of EITF 99-19
will have a material impact on the Company's consolidated financial statements.

Forward-Looking Statements

     This  quarterly  report on Form 10-Q  contains  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of

                                       22





1934.  Words  such  as  "may,"  "believe,"  "estimate,"  "expect,"  "plan,"
"intend," "project," "anticipate,"  "continues," "could," "potential," "predict"
and similar expressions may identify forward-looking statements. The Company has
based  these   forward-looking   statements  on  its  current  expectations  and
projections  about future  events,  activities  or  developments.  The Company's
actual  results could differ  materially  from those  discussed in or implied by
these forward-looking statements.  Forward-looking statements include statements
relating to, among other things:


     o    growth  trends in the  wireless,  automotive  and consumer  electronic
          businesses
     o    technological and market developments in the wireless,  automotive and
          consumer electronics businesses
     o    liquidity
     o    availability of key employees
     o    expansion into international markets
     o    the availability of new consumer electronic products

     These   forward-looking   statements   are  subject  to   numerous   risks,
uncertainties and assumptions about the Company including, among other things:

     o    the ability to keep pace with technological advances
     o    significant  competition  in the  wireless,  automotive  and  consumer
          electronics businesses
     o    quality and consumer acceptance of newly introduced products
     o    the relationships with key suppliers
     o    the relationships with key customers
     o    possible increases in warranty expense
     o    the loss of key employees
     o    foreign currency risks
     o    political instability
     o    changes in U.S. federal, state and local and foreign laws
     o    changes in regulations and tariffs
     o    seasonality and cyclicality
     o    inventory obsolescence and availability



                                       23





PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         ---------------------------------

     No reports were filed on Form 8-K for the quarter ended February 28, 2001.

                                       24




                                   SIGNATURES

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

                                      AUDIOVOX CORPORATION



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

Dated: April 16, 2001

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

                                       25