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

                                   FORM 10-K/A
                                (Amendment No. 1)
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                   FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2005

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM ______ TO ______

                           COMMISSION FILE NO. 0-28839

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




                             DELAWARE                                                13-1964841
                 (State or other jurisdiction of                          (IRS Employer Identification No.)
                  incorporation or organization)

              180 MARCUS BLVD., HAUPPAUGE, NEW YORK                                     11788
             (Address of principal executive offices)                                (Zip Code)

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

                               SECURITIES REGISTERED PURSUANT TO SECTION 12b) OF THE ACT:


              TITLE OF EACH CLASS:                            NAME OF EACH EXCHANGE ON WHICH REGISTERED

        Class A Common Stock $.01 par value                               Nasdaq Stock Market


SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                                      None

         Indicated by check mark if the registrant is a well-known seasoned
issuer, (as defined in Rule 405 of the Securities Act).

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

Indicated by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

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

         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
                                       ----   ------


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.                                                 X
                                                         ------

         Indicate by check mark whether Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).

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

         Indicate by check mark whether the Registrant is a shell company (as
defined in rule 12b-2 of the Exchange Act).

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

         The aggregate market value of the common stock held by non-affiliates
of the Registrant was $265,510,375 (based upon closing price on the Nasdaq Stock
Market on May 31, 2005).

         The number of shares outstanding of each of the registrant's classes of
common stock, as of February 9, 2006 was:


CLASS                                                                OUTSTANDING
-----                                                                -----------

Class A common stock $.01 par value                                   20,300,594
Class B common stock $.01 par value                                    2,260,954






                                EXPLANATORY NOTE

This Amendment on Form 10-K/A is being filed by Audiovox Corporation. (the
"Company") to amend the Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 2005, as filed with the Securities and Exchange Commission on
February 14, 2006. This Amendment on Form 10-K/A is being filed to include two
exhibits, exhibit 99.1 and exhibit 99.2. Except for Item 15 of Part IV, no other
information included in the original report on Form 10-K is amended by this Form
10-K/A.



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                                     PART IV

ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES
-----------------------------------------------

     EXHIBIT
      NUMBER       DESCRIPTION
      ------       -----------

      31.1*        Certification of Principal Executive Officer Pursuant to Rule
                   13a-14(a) and rule 15d-14(a) of The Securities Exchange Act
                   of 1934 (filed herewith).

      31.2*        Certification of Principal Finical Officers Pursuant to Rule
                   13a-14(a) and rule 15d- 14(a) of The Securities Exchange Act
                   of 1934 (filed herewith).

      32.1*        Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                   Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
                   (filed herewith).

      32.2*        Certification Pursuant to 18 U.S.C. Section 1350, As Adopted
                   Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002
                   (filed herewith).

      99.1*        Consolidated Financial Report of Audiovox Specialized
                   Applications LLC (ASA) as of November 30, 2005 and 2004 and
                   for the Years Ended November 30, 2005, 2004 and 2003 (filed
                   herewith).

      99.2*        Consent of McGladrey & Pullen, LLP (filed herewith).


* Filed electronically herewith




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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



February 14, 2006       BY:       /s/ Charles M.  Stoehr
                                  -----------------------------------
                                  Charles M. Stoehr

                                  Senior Vice President,
                                  Chief Financial Officer (Principal
                                  Financial and Accounting Officer) and Director