Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933



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


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

150 Marcus Blvd., Hauppauge, New York                       11788
-----------------------------------------              ----------
(Address of Principal Executive Offices)                 (Zip Code)


                Audiovox Corporation 1999 Stock Compensation Plan
                Audiovox Corporation Employee Stock Purchase Plan
                -------------------------------------------------
                            (Full Title of the Plans)


                              ROBERT S. LEVY, ESQ.
                               LEVY & STOPOL, LLP
                             One Pennsylvania Plaza
                          New York, New York 10119/0165
                       -----------------------------------
                     (Name and address of agent for service)


                                 (212) 279-7007
                          ----------------------------
                     (Telephone number, including area code,
                              of agent for service)

                  Approximate date of commencement of proposed
                sale to the public: As Soon As Practicable After
                    Registration Statement Becomes Effective.

                     Total of sequentially numbered pages:9
                 The Exhibit Index appears on sequential page 5
                                     herein.

                                        1

<PAGE>



                          (Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE



<TABLE>

                                                      Proposed             Proposed
                                 Amount               Maximum              Maximum               Amount of
 Title of   Securities            to be            Offering Price         Aggregate          Registration Fee
  to be Registered             Registered           Per Unit(1)       Offering Price(1)
------------------------  ---------------------  ------------------ ---------------------- ---------------------
<S>                         <C>                       <C>               <C>                     <C>
Class A                     2,500,000 shares          $28.09375         $70,234,375.00          $18,541.86
Common Stock,
par value $.01
per share
</TABLE>




(1)      Estimated  solely for the purpose of calculating the  registration  fee
         and based  upon the  average  of the high and low  prices of the Common
         Shares on the Nasdaq on May 9, 2000.

                  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as
         amended,  this  Registration  Statement  also  covers  such  additional
         indeterminate  number of  shares as may  become  issuable  pursuant  to
         anti-dilution  and  adjustment  provisions  of any  options to purchase
         shares registered hereby.






                                        2

<PAGE>




                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         -----------------------------------------------

     Thereare hereby  incorporated by reference in this  Registration  Statement
the  following  documents or portions of documents  and  information  previously
filed with the Securities and Exchange Commission:

     1. The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
November 30, 1999.

     2. The  Registrant's  Quarterly  Report on From 10-Q for the quarter  ended
February 29, 2000.

     3. All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or  15(d)  of the  Securities  Exchange  Act of 1934  after  the date of this
Registration  Statement,  and prior to the filing of a post-effective  amendment
which  indicates  that all the  securities  offered  have been sold or which de-
registers  all  securities  then  remaining  unsold,   shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

     Expect as  superseded  or modified  herein,  any  statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this document.

Item 4.  DESCRIPTION OF SECURITIES.
         -------------------------

                  Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

                  Not applicable.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
         -----------------------------------------

     The Registrant's  Certificate of Incorporation provides that to the fullest
extent  permitted  by  law,  no  director  shall  be  personally  liable  to the
Registrant or its  stockholders for monetary damages for breach of his fiduciary
duty  as a  director.  Section  102(7)  of  the  Delaware  Law  provides  that a
corporation  may include such a provision in its  certificate of  incorporation,
provided that such provision shall not eliminate liability (i) for any breach of
a director's  duty of loyalty to the Corporation or its  stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, (iii) under Section 174 of the Delaware Law (relating
to unlawful  payment of  dividends  and certain  other  matters) or (iv) for any
transaction in which a director derived an improper






                                        3

<PAGE>



personal benefit.

     The  General   Corporation   Law  of  Delaware,   the  Company's  state  of
incorporation,  permits  the  Company to  indemnify  directors  and  officers in
certain  circumstances  against expenses,  judgments,  fines and amounts paid in
settlement in  connection  with legal  proceedings  in which such persons may be
involved  due to their  positions  with the Company,  and to advance  payment of
expenses to such persons.  A director or officer may be  indemnified if he acted
in good  faith  and in a manner  which he  reasonably  believed  to be in or not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or proceeding, he had no reasonable cause to believe that his conduct was
unlawful.  The Company's  Certificate of Incorporation  and By-laws require that
such persons be indemnified  by the Company to the fullest extent  authorized by
law,  and set out a procedure  by which  these  rights may be  enforced.  To the
extent that a director or officer has been successful in the defense of any such
action,  the  Company  must  indemnify  him for  his  expenses.  In the  case of
partially or wholly  unsuccessful  defenses,  or  settlements,  a  disinterested
majority  of  the  Board  of  Directors,   independent  legal  counsel,  or  the
stockholders may decide if his conduct met the standard set out above and, if it
is decided that this standard was met, the Company must  indemnify him. If it is
decided that his conduct did not meet this standard,  or if no decision is made,
the   director  or  officer  may  bring  an  action  to  enforce  his  right  to
indemnification  and, if the court finds that his action did meet the  standard,
the Company must  indemnify  him.  The Company  bears the burden of proof in any
such  action.  However,  if a director or officer  has been found  liable to the
Company in an action by or in the right of the Company (such as a  stockholders'
derivative suit), indemnification is available only to the extent ordered by the
court in which such action was brought.

     The Company has also  secured  director  and officer  insurance  providing,
subject  to the terms and  conditions  of such  policy,  indemnification  in the
maximum amount of $50,000 per loss (with a $5,000  deductible) for each director
and officer and $5,000,000 (with $200,000 deductible) for the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

                           Not applicable.








                                        4

<PAGE>



Item 8.  EXHIBITS.
         --------

<TABLE>

        Exhibit No.                                   Description

<S>       <C>               <C>
          10(a)             1999 Stock Compensation Plan (incorporated by reference to the
                            Company's Proxy Statement filed via EDGAR on March 1, 2000)

           10(b)            Employee Stock Purchase Plan (incorporated by reference to the
                            Company's Proxy Statement filed via EDGAR on March 1, 2000)


          23                Consent of Independent Auditors

          25                Power of Attorney (included on signature page)
</TABLE>

Item 9.  UNDERTAKINGS.
         ------------


     (a) Rule 415  Offerings.  The  undersigned  registrant  hereby  undertakes:
         ------------------


     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;


          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of this Registration  Statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and,


          (iii) To include any material  information with respect to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do  not  apply  to   information   required   to  be   included  in  a
          post-effective  amendment by those  paragraphs  which are contained in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  are
          incorporated by reference in this Registration Statement.


     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such post-  effective  amendment  shall be deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities at that time shall be deemed to be the initial bona fide offering






                                        5

<PAGE>



thereof.


     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.


     (b) Filing  Incorporating  Subsequent  Exchange Act Documents by Reference.
The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's  annual report
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 that
is incorporated by reference in this  registration  statement shall be deemed to
be a new registration  statement  relating to the securities offered therein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.


     (c) Request for  Acceleration  of Effective Date or Filing of  Registration
Statement on Form S-8. Insofar as indemnification  for liabilities arising under
the 1933 Act may be permitted to directors,  officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
1933  Act  and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.








                                        6

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Hauppauge, State of New York, on this 10th day of May
2000.

                                          AUDIOVOX CORPORATION



                                   BY:  s/John J. Shalam
                                        ----------------
                                         John J. Shalam,
                                         Chief Executive Officer and Director







                                        7

<PAGE>



                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints John J.
Shalam,  Philip  Christopher  and  Charles  M.  Stoehr,  and  each  of  them  as
attorney-in-fact,  each with the power of  substitution,  for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting to said attorneys-in-fact,  and
each of them,  full power and authority to do and perform each and every act and
things requisite and necessary to be done in connection  therewith,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that said  attorney-in-fact  or either of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>

         Signature                               Title                              Date



<S>                                        <C>                                       <C>
S/John J. Shalam                           Chief Executive Officer                   May 10, 2000
-------------------------------             and Director
John J. Shalam



S/Philip Christopher                       Executive Vice President                  May 10, 2000
--------------------                         and Director
Philip Christopher



S/Charles M. Stoehr                        Senior Vice President,                    May 10, 2000
---------------------                        Chief Financial Officer
Charles M. Stoehr                            and Director




s/Patrick M. Lavelle                       Senior Vice President,                    May 10, 2000
----------------------                       Automotive Electronics
Patrick M. Lavelle                           Division and Director



S/Ann M. Boutcher                          Vice President,                           May 10, 2000
--------------------------------             Marketing and Director
Ann M. Boutcher



S/Richard A. Maddia                        Vice President, MIS                       May 10, 2000
-------------------                          and Director
Richard A. Maddia







                                        8

<PAGE>


         Signature                               Title                              Date



S/Paul C. Kreuch, Jr.                      Director                                  May 10, 2000
----------------------
Paul C. Kreuch, Jr.



S/Dennis F. McManus                        Director                                  May 10, 2000
--------------------
Dennis F. McManus

</TABLE>



























                                        9

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "'99 STOCK COMP & EMPL STOCK PLAN", "secsgml_size_bytes": 18988}]
{"company-data": {"conformed-name": "AUDIOVOX CORP", "cik": "0000807707", "assigned-sic": "5065", "irs-number": "131964841", "state-of-incorporation": "DE", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36762", "film-number": "625786"}, "business-address": {"street1": "150 MARCUS BLVD", "street2": "PO BOX 18000", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "6312317750"}, "mail-address": {"street1": "150 MARCUS BLVD", "city": "HAUPPAUGE", "state": "NY", "zip": "11788"}}
Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

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

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

150 Marcus Blvd., Hauppauge, New York                       11788
-----------------------------------------              ----------
(Address of Principal Executive Offices)                 (Zip Code)

                Audiovox Corporation 1999 Stock Compensation Plan
                Audiovox Corporation Employee Stock Purchase Plan
                -------------------------------------------------
                            (Full Title of the Plans)

                              ROBERT S. LEVY, ESQ.
                               LEVY & STOPOL, LLP
                             One Pennsylvania Plaza
                          New York, New York 10119/0165
                       -----------------------------------
                     (Name and address of agent for service)

                                 (212) 279-7007
                          ----------------------------
                     (Telephone number, including area code,
                              of agent for service)

                  Approximate date of commencement of proposed
                sale to the public: As Soon As Practicable After
                    Registration Statement Becomes Effective.

                     Total of sequentially numbered pages:9
                 The Exhibit Index appears on sequential page 5
                                     herein.

                                        1
(Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

                                                      Proposed             Proposed
                                 Amount               Maximum              Maximum               Amount of
 Title of   Securities            to be            Offering Price         Aggregate          Registration Fee
  to be Registered             Registered           Per Unit(1)       Offering Price(1)
------------------------  ---------------------  ------------------ ---------------------- ---------------------
Class A                     2,500,000 shares          $28.09375         $70,234,375.00          $18,541.86
Common Stock,
par value $.01
per share
(1)      Estimated  solely for the purpose of calculating the  registration  fee
         and based  upon the  average  of the high and low  prices of the Common
         Shares on the Nasdaq on May 9, 2000.

                  Pursuant to Rule 416(c) under the  Securities  Act of 1933, as
         amended,  this  Registration  Statement  also  covers  such  additional
         indeterminate  number of  shares as may  become  issuable  pursuant  to
         anti-dilution  and  adjustment  provisions  of any  options to purchase
         shares registered hereby.

                                        2
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
         -----------------------------------------------

     Thereare hereby  incorporated by reference in this  Registration  Statement
the  following  documents or portions of documents  and  information  previously
filed with the Securities and Exchange Commission:

     1. The  Registrant's  Annual  Report on Form 10-K for the fiscal year ended
November 30, 1999.

     2. The  Registrant's  Quarterly  Report on From 10-Q for the quarter  ended
February 29, 2000.

     3. All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 or  15(d)  of the  Securities  Exchange  Act of 1934  after  the date of this
Registration  Statement,  and prior to the filing of a post-effective  amendment
which  indicates  that all the  securities  offered  have been sold or which de-
registers  all  securities  then  remaining  unsold,   shall  be  deemed  to  be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.

     Expect as  superseded  or modified  herein,  any  statement  contained in a
document  incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration  Statement
to the extent that a  statement  contained  herein or in any other  subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this document.

Item 4.  DESCRIPTION OF SECURITIES.
         -------------------------

                  Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
         --------------------------------------

                  Not applicable.

Item 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
         -----------------------------------------

     The Registrant's  Certificate of Incorporation provides that to the fullest
extent  permitted  by  law,  no  director  shall  be  personally  liable  to the
Registrant or its  stockholders for monetary damages for breach of his fiduciary
duty  as a  director.  Section  102(7)  of  the  Delaware  Law  provides  that a
corporation  may include such a provision in its  certificate of  incorporation,
provided that such provision shall not eliminate liability (i) for any breach of
a director's  duty of loyalty to the Corporation or its  stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law, (iii) under Section 174 of the Delaware Law (relating
to unlawful  payment of  dividends  and certain  other  matters) or (iv) for any
transaction in which a director derived an improper

                                        3
personal benefit.

     The  General   Corporation   Law  of  Delaware,   the  Company's  state  of
incorporation,  permits  the  Company to  indemnify  directors  and  officers in
certain  circumstances  against expenses,  judgments,  fines and amounts paid in
settlement in  connection  with legal  proceedings  in which such persons may be
involved  due to their  positions  with the Company,  and to advance  payment of
expenses to such persons.  A director or officer may be  indemnified if he acted
in good  faith  and in a manner  which he  reasonably  believed  to be in or not
opposed to the best  interest of the Company,  and, with respect to any criminal
action or proceeding, he had no reasonable cause to believe that his conduct was
unlawful.  The Company's  Certificate of Incorporation  and By-laws require that
such persons be indemnified  by the Company to the fullest extent  authorized by
law,  and set out a procedure  by which  these  rights may be  enforced.  To the
extent that a director or officer has been successful in the defense of any such
action,  the  Company  must  indemnify  him for  his  expenses.  In the  case of
partially or wholly  unsuccessful  defenses,  or  settlements,  a  disinterested
majority  of  the  Board  of  Directors,   independent  legal  counsel,  or  the
stockholders may decide if his conduct met the standard set out above and, if it
is decided that this standard was met, the Company must  indemnify him. If it is
decided that his conduct did not meet this standard,  or if no decision is made,
the   director  or  officer  may  bring  an  action  to  enforce  his  right  to
indemnification  and, if the court finds that his action did meet the  standard,
the Company must  indemnify  him.  The Company  bears the burden of proof in any
such  action.  However,  if a director or officer  has been found  liable to the
Company in an action by or in the right of the Company (such as a  stockholders'
derivative suit), indemnification is available only to the extent ordered by the
court in which such action was brought.

     The Company has also  secured  director  and officer  insurance  providing,
subject  to the terms and  conditions  of such  policy,  indemnification  in the
maximum amount of $50,000 per loss (with a $5,000  deductible) for each director
and officer and $5,000,000 (with $200,000 deductible) for the Company.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against public policy as expressed in the Act and is, therefore,  unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.
         -----------------------------------

                           Not applicable.

                                        4
Item 8.  EXHIBITS.
         --------

        Exhibit No.                                   Description
10(a)             1999 Stock Compensation Plan (incorporated by reference to the
                            Company's Proxy Statement filed via EDGAR on March 1, 2000)

           10(b)            Employee Stock Purchase Plan (incorporated by reference to the
                            Company's Proxy Statement filed via EDGAR on March 1, 2000)

          23                Consent of Independent Auditors

          25                Power of Attorney (included on signature page)
Item 9.  UNDERTAKINGS.
         ------------

     (a) Rule 415  Offerings.  The  undersigned  registrant  hereby  undertakes:
         ------------------

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

          (ii) To reflect in the  prospectus  any facts or events  arising after
          the effective date of this Registration  Statement (or the most recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement; and,

          (iii) To include any material  information with respect to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do  not  apply  to   information   required   to  be   included  in  a
          post-effective  amendment by those  paragraphs  which are contained in
          periodic  reports  filed by the  registrant  pursuant to Section 13 or
          Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  are
          incorporated by reference in this Registration Statement.

     (2) That, for the purpose of determining  any liability under the 1933 Act,
each such post-  effective  amendment  shall be deemed to be a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities at that time shall be deemed to be the initial bona fide offering

                                        5
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) Filing  Incorporating  Subsequent  Exchange Act Documents by Reference.
The undersigned  registrant  hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's  annual report
pursuant to Section 13(a) or 15(d) of the  Securities  Exchange Act of 1934 that
is incorporated by reference in this  registration  statement shall be deemed to
be a new registration  statement  relating to the securities offered therein and
the offering of such  securities  at that time shall be deemed to be the initial
bona fide offering thereof.

     (c) Request for  Acceleration  of Effective Date or Filing of  Registration
Statement on Form S-8. Insofar as indemnification  for liabilities arising under
the 1933 Act may be permitted to directors,  officers and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
1933  Act  and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.

                                        6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Town of Hauppauge, State of New York, on this 10th day of May
2000.

                                          AUDIOVOX CORPORATION

                                   BY:  s/John J. Shalam
                                        ----------------
                                         John J. Shalam,
                                         Chief Executive Officer and Director

                                        7
POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints John J.
Shalam,  Philip  Christopher  and  Charles  M.  Stoehr,  and  each  of  them  as
attorney-in-fact,  each with the power of  substitution,  for him in any and all
capacities, to sign any amendment to this Registration Statement and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, granting to said attorneys-in-fact,  and
each of them,  full power and authority to do and perform each and every act and
things requisite and necessary to be done in connection  therewith,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming  all that said  attorney-in-fact  or either of them,  or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         Signature                               Title                              Date
S/John J. Shalam                           Chief Executive Officer                   May 10, 2000
-------------------------------             and Director
John J. Shalam

S/Philip Christopher                       Executive Vice President                  May 10, 2000
--------------------                         and Director
Philip Christopher

S/Charles M. Stoehr                        Senior Vice President,                    May 10, 2000
---------------------                        Chief Financial Officer
Charles M. Stoehr                            and Director

s/Patrick M. Lavelle                       Senior Vice President,                    May 10, 2000
----------------------                       Automotive Electronics
Patrick M. Lavelle                           Division and Director

S/Ann M. Boutcher                          Vice President,                           May 10, 2000
--------------------------------             Marketing and Director
Ann M. Boutcher

S/Richard A. Maddia                        Vice President, MIS                       May 10, 2000
-------------------                          and Director
Richard A. Maddia

                                        8
Signature                               Title                              Date

S/Paul C. Kreuch, Jr.                      Director                                  May 10, 2000
----------------------
Paul C. Kreuch, Jr.

S/Dennis F. McManus                        Director                                  May 10, 2000
--------------------
Dennis F. McManus
9