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 Consultant Warrant Agreement
                            (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: 8
                 The Exhibit Index appears on sequential page 5
                                     herein.

                                       -1-

<PAGE>




                          (Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE
                          Consultant Warrant Agreement


<TABLE>

                                                                                  Proposed
                                                            Proposed              Maximum             Amount of
         Title of                   Amount                  Maximum              Aggregate            Registra-
        Securities                  to be               Offering Price            Offering             tion Fee
     to be Registered            Registered               Per Unit(2)             Price(2)
-------------------------- -----------------------  ----------------------- -------------------- --------------------
<S>                        <C>                           <C>                     <C>                   <C>
Class A                    100,000 (1) shares            $13.7187 (3)            1,371,870             $381.38
Common Stock,
par value $.01
per share
</TABLE>


(1)      Represents  100,000  shares  of Class A Common  Stock,  authorized  for
         issuance  by the Company to Harvey R. Blau,  pursuant  to that  certain
         Warrant  Agreement,   dated  as  of  January  29,  1997  (the  "Warrant
         Agreement").    This   registration    statement   also   covers   such
         indeterminable additional number of shares as may be issuable under the
         Warrant  Agreement  by reason of  adjustments  in the  number of shares
         covered thereby as described in the Prospectus.

(2)      Estimated solely for the purpose of calculating the registration fee.

(3)      Based upon the average of the high and low prices of the Common  Shares
         on the American Stock Exchange on August 2,1999 or $13.7187 per share.

                          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.












                                       -2-

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  PLAN INFORMATION

                  This  registration  statement relates to the offer and sale of
Common Stock,  $.01 per share (the "Common Stock") of Audiovox  Corporation (the
"Company") to its advisor and consultant, Harvey R. Blau (the "Consultant"). The
Warrant  represents  payment by the Company to  Consultant in  consideration  of
business advice and consulting  services rendered to the Company.  In connection
therewith,  the Consultant is being offered the right to purchase 100,000 shares
of Common Stock of the Company.  This summary should be read in connection  with
the Warrant Agreement, which is incorporated herewith as Exhibit 4 hereto.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

                  The  Consultant has been provided with copies of the documents
incorporated  herein by  reference in Part II, Item 3. The  Consultant  has been
advised by the Company in writing that such  documents  will be available to the
Consultant  without  charge upon request to the Company's  offices at 150 Marcus
Boulevard, Hauppauge, NY 11788, telephone (516) 231-7750.

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  There  are   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  Company's  Annual  Report on Form 10-K for the  fiscal
year ended November 30, 1998.

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
quarters ended February 28, 1999 and May 31, 1999.

                  3.  All  other  reports  or  documents  filed  by the  Company
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.

                  Except  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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.



                                       -3-

<PAGE>



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 Company's  Certificate of  Incorporation  provides that to
the fullest extent  permitted by law, no director shall be personally  liable to
the Company 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 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 $10,000  deductible)  for each
director and officer and $1,000,000 (with $150,000 deductible) for the Company.

                                       -4-

<PAGE>



                  Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company  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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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.

Item 8.  EXHIBITS.

       Exhibit No.       Description

              4          Consultant Warrant Agreement

              5          Opinion of Levy & Stopol, LLP

            23.1         Consent of Independent Auditors

            23.2         Consent of Levy & Stopol, LLP (included in Exhibit 5)

            24           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

                                       -5-

<PAGE>



                           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 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  Company'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 Company pursuant to the foregoing provisions,  or otherwise, the Company 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.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       -6-

<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 30th day of
July, 1999.

                              AUDIOVOX CORPORATION



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

                                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 and       July 30, 1999
   John J. Shalam            Director




s/Philip Christopher         Executive Vice President and      July 30, 1999
-----------------------------
   Philip Christopher                 Director







                                        -7-

<PAGE>


Signature                    Title                             Date
---------
s/Charles M. Stoehr          Senior Vice President and Chief   July 30, 1999
-----------------------------
   Charles M. Stoehr            Financial Officer




s/Patrick M. Lavelle         Senior Vice President,            July 30, 1999
-----------------------------
   Patrick M. Lavelle           Automotive Electronics
                                  Division and Director



s/Ann Boutcher               Vice President, Marketing and     July 30, 1999
---------------------------
   Ann Boutcher                 Director




s/Richard Maddia             Vice President, MIS and           July 30, 1999
-----------------------------
   Richard Maddia               Director




s/Paul C. Kreuch, Jr.        Director                          July 30, 1999
   Paul C. Kreuch, Jr.




s/Dennis F. McManus          Director                          July 30, 1999
   Dennis F. McManus


                                   Exhibit 24



                                                        -8-
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT - WARRANT AGREEMENT (BLAU)", "secsgml_size_bytes": 20088}]
{"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": "333-84489", "film-number": "99677767"}, "business-address": {"street1": "150 MARCUS BLVD", "city": "HAUPPAUGE", "state": "NY", "zip": "11788", "phone": "5162317750"}, "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 Consultant Warrant Agreement
                            (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: 8
                 The Exhibit Index appears on sequential page 5
                                     herein.

                                       -1-
(Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE
                          Consultant Warrant Agreement

                                                                                  Proposed
                                                            Proposed              Maximum             Amount of
         Title of                   Amount                  Maximum              Aggregate            Registra-
        Securities                  to be               Offering Price            Offering             tion Fee
     to be Registered            Registered               Per Unit(2)             Price(2)
-------------------------- -----------------------  ----------------------- -------------------- --------------------
Class A                    100,000 (1) shares            $13.7187 (3)            1,371,870             $381.38
Common Stock,
par value $.01
per share
(1)      Represents  100,000  shares  of Class A Common  Stock,  authorized  for
         issuance  by the Company to Harvey R. Blau,  pursuant  to that  certain
         Warrant  Agreement,   dated  as  of  January  29,  1997  (the  "Warrant
         Agreement").    This   registration    statement   also   covers   such
         indeterminable additional number of shares as may be issuable under the
         Warrant  Agreement  by reason of  adjustments  in the  number of shares
         covered thereby as described in the Prospectus.

(2)      Estimated solely for the purpose of calculating the registration fee.

(3)      Based upon the average of the high and low prices of the Common  Shares
         on the American Stock Exchange on August 2,1999 or $13.7187 per share.

                          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.

                                       -2-
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 1.  PLAN INFORMATION

                  This  registration  statement relates to the offer and sale of
Common Stock,  $.01 per share (the "Common Stock") of Audiovox  Corporation (the
"Company") to its advisor and consultant, Harvey R. Blau (the "Consultant"). The
Warrant  represents  payment by the Company to  Consultant in  consideration  of
business advice and consulting  services rendered to the Company.  In connection
therewith,  the Consultant is being offered the right to purchase 100,000 shares
of Common Stock of the Company.  This summary should be read in connection  with
the Warrant Agreement, which is incorporated herewith as Exhibit 4 hereto.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION

                  The  Consultant has been provided with copies of the documents
incorporated  herein by  reference in Part II, Item 3. The  Consultant  has been
advised by the Company in writing that such  documents  will be available to the
Consultant  without  charge upon request to the Company's  offices at 150 Marcus
Boulevard, Hauppauge, NY 11788, telephone (516) 231-7750.

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

                  There  are   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  Company's  Annual  Report on Form 10-K for the  fiscal
year ended November 30, 1998.

                  2.  The  Company's  Quarterly  Reports  on Form  10-Q  for the
quarters ended February 28, 1999 and May 31, 1999.

                  3.  All  other  reports  or  documents  filed  by the  Company
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.

                  Except  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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.

                                       -3-
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 Company's  Certificate of  Incorporation  provides that to
the fullest extent  permitted by law, no director shall be personally  liable to
the Company 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 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 $10,000  deductible)  for each
director and officer and $1,000,000 (with $150,000 deductible) for the Company.

                                       -4-
Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Company pursuant to the foregoing provisions,  or otherwise,  the
Company  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 Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  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 Company  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.

Item 8.  EXHIBITS.

       Exhibit No.       Description

              4          Consultant Warrant Agreement

              5          Opinion of Levy & Stopol, LLP

            23.1         Consent of Independent Auditors

            23.2         Consent of Levy & Stopol, LLP (included in Exhibit 5)

            24           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

                                       -5-
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 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  Company'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 Company pursuant to the foregoing provisions,  or otherwise, the Company 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.

                   REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                                       -6-
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
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 30th day of
July, 1999.

                              AUDIOVOX CORPORATION

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

                                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 and       July 30, 1999
   John J. Shalam            Director

s/Philip Christopher         Executive Vice President and      July 30, 1999
-----------------------------
   Philip Christopher                 Director

                                        -7-
Signature                    Title                             Date
---------
s/Charles M. Stoehr          Senior Vice President and Chief   July 30, 1999
-----------------------------
   Charles M. Stoehr            Financial Officer

s/Patrick M. Lavelle         Senior Vice President,            July 30, 1999
-----------------------------
   Patrick M. Lavelle           Automotive Electronics
                                  Division and Director

s/Ann Boutcher               Vice President, Marketing and     July 30, 1999
---------------------------
   Ann Boutcher                 Director

s/Richard Maddia             Vice President, MIS and           July 30, 1999
-----------------------------
   Richard Maddia               Director

s/Paul C. Kreuch, Jr.        Director                          July 30, 1999
   Paul C. Kreuch, Jr.

s/Dennis F. McManus          Director                          July 30, 1999
   Dennis F. McManus

                                   Exhibit 24

                                                        -8-