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 11, 2004



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



DELAWARE                          0-28839              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)











ITEM 5.  OTHER EVENTS

     On June 14, 2004 Audiovox  Corporation  (the "Company")  announced that its
majority owned subsidiary,  Audiovox  Communications  Corp.  ("ACC") had entered
into  a  definitive  agreement  to  sell  selected  assets  and  liabilities  to
UTStarcom, Inc. (the "Asset Purchase Agreement").  Annexed to the Asset Purchase
Agreement as Exhibits were forms of, among other documents, an Escrow Agreement,
a Transition Services Agreement and a Trademark License Agreement,  all of which
are attached as an exhibit to this report (the "Agreements").  At the closing of
the  Asset  Purchase  Agreement,  Seller  and  Purchaser  shall  enter  into the
Agreements substantially in the form attached hereto.


ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (c)    Exhibits.

      Exhibit No.          Description

      Exhibit 99.1Form of Escrow Agreement

      Exhibit 99.2Form of Transition Services Agreement

      Exhibit 99.3Form of Trademark License Agreement






                                   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:  August 10, 2004                    By: /s/ Charles M. Stoehr
                                               ---------------------------------
                                                Charles M. Stoehr
                                                Senior Vice President and
                                                  Chief Financial Officer