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 1994 Stock Option Plan
                 Audiovox Corporation 1994 Restricted Stock Plan
                   Audiovox Corporation 1997 Stock Option Plan
                 Audiovox Corporation 1997 Restricted Stock 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: 10
             The Exhibit Index appears on sequential page 5 herein.



                                      - 1 -


<PAGE>



                          (Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE



<TABLE>

                                                                  Proposed                   Proposed              Amount of
                                       Amount                 Maximum Offering               Maximum               Registra-
    Title of Securities                to be                        Price                   Aggregate              tion Fee
     to be Registered                Registered                  Per Unit(1)            Offering Price(1)
--------------------------- ---------------------------- --------------------------- ------------------------  -----------------

<S>                         <C>                                     <C>                 <C>                       <C>
Class A                     1,500,000 shares                         $11.0625(2)         $16,593,750               $4,613.06
Common Stock,
par value $.01
per share

</TABLE>




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

(2)         Based  upon the  average  of the high  and low  prices  of the
            Common Shares on the American  Stock Exchange on June 29, 1999
            or $11.0625 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  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

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

                  2. The  Registrant's  Quarterly  Report  on From  10-Q for the
quarter ended February 28, 1999.

                  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.


                                      - 3 -


<PAGE>



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 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 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.

Item 8.  EXHIBITS.


  Exhibit No.                    Description

   10(a)                         1994 Stock Option Plan (incorporated
                                 by reference to the Company's  Proxy
                                 Statement  filed  via EDGAR on March
                                 29, 1994)

   10(b)                         1994    Restricted     Stock    Plan
                                 (incorporated  by  reference  to the
                                 Company's  Proxy Statement filed via
                                 EDGAR on March 29, 1994)

   10(c)                         1997 Stock Option Plan (incorporated
                                 by reference to the Company's  Proxy
                                 Statement  filed  via EDGAR on March
                                 27, 1997)

   10(d)                         1997    Restricted     Stock    Plan
                                 (incorporated  by  reference  to the
                                 Company's  Proxy Statement filed via
                                 EDGAR on March 27, 1997)

      23                         Consent of Independent Auditors

      25                         Power of Attorney (included on signature page)


                                      - 5 -


<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
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.


                                      - 6 -


<PAGE>




                  (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.


                                      - 7 -


<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 30th day of
June 1999.


                                      AUDIOVOX CORPORATION



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


                                      - 8 -


<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.


Signature                    Title                                Date




s/John J. Shalam             Chief Executive Officer and          June 30, 1999
   John J. Shalam            Director




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




s/Charles M. Stoehr          Senior Vice President and Chief      June 30, 1999
--------------------------
   Charles M. Stoehr            Financial Officer




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



                                        - 9 -
                                   Exhibit 24

<PAGE>


Signature                    Title                                Date
---------
s/Ann Boutcher               Vice President, Marketing and        June 30, 1999
--------------
   Ann Boutcher                 Director




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




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




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



                                     - 10 -
                                   Exhibit 24
[{"type": "S-8", "sequence": "1", "description": "INITIAL STATEMENT", "secsgml_size_bytes": 19559}]
{"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": "333-82073", "film-number": "99657849"}, "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 1994 Stock Option Plan
                 Audiovox Corporation 1994 Restricted Stock Plan
                   Audiovox Corporation 1997 Stock Option Plan
                 Audiovox Corporation 1997 Restricted Stock 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: 10
             The Exhibit Index appears on sequential page 5 herein.

                                      - 1 -
(Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

                                                                  Proposed                   Proposed              Amount of
                                       Amount                 Maximum Offering               Maximum               Registra-
    Title of Securities                to be                        Price                   Aggregate              tion Fee
     to be Registered                Registered                  Per Unit(1)            Offering Price(1)
--------------------------- ---------------------------- --------------------------- ------------------------  -----------------
Class A                     1,500,000 shares                         $11.0625(2)         $16,593,750               $4,613.06
Common Stock,
par value $.01
per share
(1)         Estimated solely for the purpose of calculating the registration
            fee.

(2)         Based  upon the  average  of the high  and low  prices  of the
            Common Shares on the American  Stock Exchange on June 29, 1999
            or $11.0625 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  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

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

                  2. The  Registrant's  Quarterly  Report  on From  10-Q for the
quarter ended February 28, 1999.

                  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.

                                      - 3 -
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 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 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.

Item 8.  EXHIBITS.

  Exhibit No.                    Description

   10(a)                         1994 Stock Option Plan (incorporated
                                 by reference to the Company's  Proxy
                                 Statement  filed  via EDGAR on March
                                 29, 1994)

   10(b)                         1994    Restricted     Stock    Plan
                                 (incorporated  by  reference  to the
                                 Company's  Proxy Statement filed via
                                 EDGAR on March 29, 1994)

   10(c)                         1997 Stock Option Plan (incorporated
                                 by reference to the Company's  Proxy
                                 Statement  filed  via EDGAR on March
                                 27, 1997)

   10(d)                         1997    Restricted     Stock    Plan
                                 (incorporated  by  reference  to the
                                 Company's  Proxy Statement filed via
                                 EDGAR on March 27, 1997)

      23                         Consent of Independent Auditors

      25                         Power of Attorney (included on signature page)

                                      - 5 -
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
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.

                                      - 6 -
(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.

                                      - 7 -
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 30th day of
June 1999.

                                      AUDIOVOX CORPORATION

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

                                      - 8 -
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          June 30, 1999
   John J. Shalam            Director

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

s/Charles M. Stoehr          Senior Vice President and Chief      June 30, 1999
--------------------------
   Charles M. Stoehr            Financial Officer

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

                                        - 9 -
                                   Exhibit 24
Signature                    Title                                Date
---------
s/Ann Boutcher               Vice President, Marketing and        June 30, 1999
--------------
   Ann Boutcher                 Director

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

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

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

                                     - 10 -
                                   Exhibit 24