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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934


       Date of Report (Date of earliest event reported): November 26, 2007


                              AUDIOVOX CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)


                                    DELAWARE
                 (State or Other Jurisdiction of Incorporation)


         0-28839                                         13-1964841
  (Commission File Number)                    (IRS Employer Identification No.)


180 Marcus Boulevard, Hauppauge, New York                            11788
(Address of Principal Executive Offices)                           (Zip Code)

                                 (631) 231-7750
              (Registrant's Telephone Number, Including Area Code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of file
following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(e))





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Item 5.03 Amendment to Articles of  Incorporation  or By-Laws;  Change in Fiscal
Year

Effective November 26, 2007, the Board of Directors of Audiovox Corporation (the
"Company")  unanimously  approved an  amendment  to the  Company's  by-laws (the
"By-laws") to permit the Company to issue  uncertificated  shares of its Class A
Common  Stock.  The By-laws had provided that all shares of stock of the Company
were to be represented by certificates. This amendment was approved in order for
the  Company  to  comply  with  NASDAQ  Rule  4350(1)  and  become  eligible  to
participate in a Direct Registration Program.

The foregoing  description  of the Amendment is not complete and is qualified in
its entirety by reference to the text of the By-law  Amendment which is filed as
Exhibit 3.1 hereto and is incorporated by reference.

Item 9.01(d)      Financial Statements and Exhibits.

Exhibit No.                Description
----------                 -----------

   3.1                     Amendment to the By-Laws of Audiovox Corporation


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




                                           AUDIOVOX CORPORATION (Registrant)


Date:   November 28, 2007                  By: /s/ Charles M. Stoehr
                                              -------------------------
                                              Charles M. Stoehr
                                              Senior Vice President and
                                               Chief Financial Officer


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