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) May 24, 2005

                              AUDIOVOX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


              0-28839                                    13-1964841
       (Commission File Number)                (IRS Employer Identification No.)


   180 Marcus Boulevard, Hauppauge, New York                          11788
   (Address of Principal Executive Offices)                        (Zip Code)

                                 (631) 231-7750
              (Registrant's Telephone Number, Including Area Code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of file
following provisions:

[  ] Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
     Exchange Act (17 CFR 240.13e-4(e))


                                   Page 1 of 4





Item 8.01      Other Events

     On May 24,  2005,  Audiovox  Corporation  ("the  Company")  issued  a press
release  announcing that John J. Shalam,  Chairman and Chief Executive  Officer,
Michael  Stoehr,  Senior Vice President and Chief  Financial  Officer and Philip
Christopher,  Director  have each  entered  into a written  selling  program  in
accordance  with the  guidelines  specified  by the SEC's Rule 10b-5,  under the
Securities and Exchange Act of 1934.  Please see the copy of the release that is
furnished herewith as Exhibit 99.1.

     The  information  furnished under this Item 8.01,  including  Exhibit 99.1,
shall not be deemed to be filed for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into
any  registration  statement filed under the Securities Act of 1933, as amended,
unless  specifically   identified  therein  as  being  incorporated  therein  by
reference.

                                   Page 2 of 4





                                   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 (Registrant)



Date:    May 24, 2005             By: /s/ John J.  Shalam                      
                                     ------------------------------------------
                                           John J.  Shalam
                                           President and Chief Executive Officer

                                   Page 3 of 4




                                  EXHIBIT INDEX




   Exhibit No.           Description

       99.1              Press Release, dated May 24, 2005,announcing the 
                           adoption of a 10b-5 Plan.





                                   Page 4 of 4