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):     April 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
 of Incorporation)                 File Number)        Identification 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

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

     The Amendment, among other things, amends and restates the last sentence of
the  definition  of  "Borrowing  Base" to allow the  Company  to borrow  against
inventory at any time.

ITEM 7.           EXHIBITS

Exhibit 99.1      Tenth Amendment dated as of April 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:  April 22, 2004                      By:s/ Charles M.  Stoehr
                                               -------------------------------
                                                Charles M.  Stoehr
                                                Senior Vice President and
                                                  Chief Financial Officer





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