SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


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



Date of Report (date of earliest event reported):           September 26, 2001




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



         DELAWARE                        0-28839           13-1964841
(State or other jurisdiction          (Commission     (I.R.S. Employer
 of Incorporation or                   File Number)    Identification Number)
 organization)



150 Marcus Boulevard, Hauppauge, New York                          11788
(Address of principal executive offices)                         (Zip Code)



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




                                Page 1 of 3 Pages
                            Exhibit Index on Page (2)






    Item 5.    Other Events.
               ------------

     On  September  26, 2001  Audiovox  Corporation  (the  "Company")  announced
preliminary  results for its fiscal third  quarter ended August 31, 2001. A copy
of the Press  Release is filed as Exhibit 1 hereto.  On  September  26,  2001 at
10:00 a.m.,  the Company held a conference  call and live Webcast to discuss the
press release.  The Company has prepared a transcript of that conference call, a
copy of which is annexed hereto as Exhibit 2.

    Item 7.       Exhibits.
                 ------------
Exhibit 1.          Press release dated September 26, 2001.

Exhibit 2.          Transcript of conference call held on September 26, 2001
                    at 10:00 a.m.



                                Page 2 of 3 Pages
                            Exhibit Index on Page (2)





                                   SIGNATURES

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

                                         AUDIOVOX CORPORATION

Dated:  September 28, 2001               BY: s/John J. Shalam
                                             John J. Shalam,
                                             President and
                                               Chief Financial Officer



















                                Page 3 of 3 Pages
                            Exhibit Index on Page (2)














FOR IMMEDIATE RELEASE

                                                               C. Michael Stoehr
                                                            Audiovox Corporation
                                                                  (631) 231-7750

                                     For Financial Investor Relations Inquiries:
                                                     Glenn Wiener / Chris Fullam
                                                                      PR21, Inc.
                                                 (212) 299-8982 / (212) 299-3956

                AUDIOVOX CORPORATION REPORTS FISCAL THIRD QUARTER
                        AND NINE-MONTH FINANCIAL RESULTS

Hauppauge, NY, September 26, 2001 . . . Audiovox Corporation (Nasdaq: VOXX)
today announced results for its fiscal third quarter and nine months ended
August 31, 2001.

Net sales for the third quarter of fiscal 2001, were $313.9 million compared to
$470.3 million in the comparable period one year ago. Net earnings and earnings
per share for the quarter were $1.0 million and $0.05 basic and diluted compared
to net income of $10.0 million and $0.45 basic and $0.44 diluted for the three
months ended August 31, 2000.

For the nine months ended August 31, 2001, net sales were $920.8 million versus
$1.2 billion in the comparable period one year ago. Net loss and loss per share
were ($4.7) million and ($0.21) basic and diluted compared to net income and
earnings per share of $22.2 million and $1.04 basic and $0.98 diluted for the
same nine-month period in 2000. Excluding the charges associated with the analog
inventory write-down in the fiscal second quarter, net income and earnings per
share for the nine-month period were $3.9 million and $0.18 per share.

John J. Shalam, President and CEO of Audiovox Corporation, commenting on the
quarter said, "Third quarter results showed a modest increase over the second
quarter, which was in line with expectations. Throughout this year, the wireless
industry has undergone substantial negative changes, but we believe that
Audiovox has adjusted to the resulting new industry parameters. We feel that we

                                    - more -

                                    Exhibit 1




Audiovox Corporation Reports Fiscal Third Quarter and Nine-Month
 Financial Results
Page 2 of 3



will emerge from this period of transition stronger, and better positioned to
benefit from new opportunities in the wireless industry. We plan product
offerings in the fourth quarter and the early part of 2002 that will include
state of the art handsets and competitively priced volume models. These new
products should help improve both our revenue and our margins next year."

 Shalam further stated, "Audiovox joins the world in mourning the loss of so
many people in the senseless destruction here in New York, Pennsylvania and
Virginia. Our heartfelt sympathies and prayers go out to all that have lost
someone dear. Our employees have been active participants in the rescue and
relief efforts here and we will continue to be involved in those efforts as we
rebuild."

Philip Christopher, President and CEO of Audiovox Communications Corp. (ACC),
said "During the third quarter unit sales remained on track with increases
quarter over quarter this year. Over the summer, ACC initiated significant
programs with Canada's two largest carriers utilizing the CDM 9100 and the brand
new tri-mode CDM 8100. In addition, during the quarter we sold all of the
remaining hand-held analog inventories, clearing the way for new technologies
that we expect to be important to our success in 2002." Christopher continued,
"We are very excited about the upcoming launch of several new products including
1X phones and our first PDA product, which will be sold with a CDM 9100 and has
been designed to support the data initiatives of our major carrier customers."

Patrick Lavelle, President and CEO of Audiovox Electronics Corporation (AEC)
said "Most product categories experienced sales increases over third quarter
2000 with overall AEC third quarter performance up 8% over the same period last
year. Year to date figures are 7% ahead of last year with Consumer products
posting the highest category gain." Lavelle continued, "The introduction of new
products and broader distribution has allowed us to expand sales in spite of the
overall economic decline."

Audiovox Corporation will be hosting a results conference call today at 10:00
a.m. (EDT). Interested parties may participate in a listen-only mode via a
real-time web cast by visiting the Company's web site http://www.audiovox.com. A
replay of the call will be available for thirty days on the Web site for those
unable to listen today.

Audiovox Corporation is an international leader in the marketing of cellular
telephones, vehicle security and entertainment systems, and consumer electronics
products. The Company conducts its business through two subsidiaries and markets
its products both domestically and internationally under its own brands. It also
functions as an OEM (Original Equipment Manufacturer) supplier to several
customers. For additional information, please visit Audiovox on the Web at
http://www.audiovox.com.


                                    Exhibit 1




Audiovox Corporation Reports Fiscal Third Quarter and Nine-Month
 Financial Results
Page 3 of 3



Except for historical information contained herein, statements made in this
release that would constitute forward-looking statements may involve certain
risks such as our ability to keep pace with technological advances, significant
competition in the wireless, mobile and consumer electronics businesses, quality
and consumer acceptance of newly introduced products, our relationships with key
suppliers and customers, market volatility, non-availability of product, excess
inventory, price and product competition, new product introductions, the
uncertain economic and political climate in the United States and throughout the
rest of the world and the potential that such climate may deteriorate further
and other risks detailed in the Company's Form 10K for the fiscal year ended
November 30, 2000 and the 10Q for the second quarter ended May 31, 2001. These
factors, among others may cause actual results to differ materially from the
results suggested in the forward-looking statements.


                               - Table Attached -

                                    Exhibit 1





                      Audiovox Corporation and Subsidiaries
                      Consolidated Statements of Operations
             (Dollars in thousands, except share and per share data)






                                                              Three Months Ended         Nine Months Ended
                                                                  August 31,                  August 31,
                                                                 (unaudited)                 (unaudited)
                                                          2000            2001          2000            2001
                                                        -----------   ------------    -----------   ------------

                                                                                        
Net sales                                               $   470,334   $    313,897    $ 1,192,124   $    920,776

Cost of sales (including an inventory write-down
     to market of $13,500 in 2Q 2001)                       427,587        282,384      1,077,377        848,880
                                                        -----------   ------------    -----------   ------------


Gross profit                                                 42,747         31,513        114,747         71,896
Operating expenses
    Selling                                                  10,363         10,561         31,673         27,525
      General & administrative                               11,806         12,261         34,350         33,971
      Warehousing, assembly and repair                        5,520          5,895         15,574         17,197
                                                        -----------   ------------    -----------   ------------

           Total operating expenses                          27,689         28,717         81,597         78,693
                                                        -----------   ------------    -----------   ------------


Operating income (loss)                                      15,058          2,796         33,150         (6,797)
Other income (expense)                                          369         (1,172)         2,120           (468)
                                                        -----------   ------------    -----------   ------------
Income (loss) before provision for income taxes              15,427          1,624         35,270         (7,265)
Provision for (recovery of) income taxes                      5,471            618         13,103         (2,573)
                                                        -----------   ------------    -----------   ------------
Net income (loss)                                             9,956          1,006         22,167         (4,692)
                                                        ===========   ============    ===========   ============
Net income (loss) per common share
    basic                                               $      0.45   $       0.05    $      1.04   ($      0.21)
                                                        ===========   ============    ===========   ============
    diluted                                             $      0.44   $       0.05    $      0.98   ($      0.21)
                                                        ===========   ============    ===========   ============

Weighted average number of common shares outstanding:
    basic                                                21,885,232     21,966,461     21,224,604     21,847,312
                                                        ===========   ============    ===========   ============
    diluted                                              22,883,444     22,170,039     22,614,472     21,847,312
                                                        ===========   ============    ===========   ============


                                      # # #

                                    Exhibit 1




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 1




                                      PR21
                               September 26, 2001
                                  9:00 a.m. CDT



Moderator      Good morning, ladies and gentlemen and thank you for
               standing by. Welcome to the Audiovox Fiscal Third
               Quarter Results conference call. At this time all
               participants are in a listen-only mode. Later we will
               conduct a question and answer session. As a reminder,
               this conference is being recorded.

               I would now like to turn the  conference  over to our  host,  Mr.
               Chris Fullem. Please go ahead.

C. Fullam      Good  morning,  everyone,  and thank you for joining us
               today for Audiovox's Fiscal Third Quarter conference call for the
               period ending August 31st,  2001. The company  announced  results
               prior  to the  market  opening  this  morning.  If you  have  not
               received  a  copy  of  today's  announcement,  please  do  so  by
               contacting  PR21 at 212-299-8965 or by visiting the company's Web
               site at www.Audiovox.com.  Additionally,  today's conference call
               is being Web cast on the company's Web site.

               Before  getting  started I would briefly like to read Safe Harbor
               language.  As far as  historical  information  contained  herein,
               statements made in this release that  constitute  forward-looking
               statements may involve  certain risks such as our ability to keep
               pace with technological advances;  significant competition in the
               wireless, mobile, and consumer electronic businesses; quality and
               consumer   acceptance   of   newly   introduced   products;   our
               relationships   with  key   suppliers   and   customers;   market
               volatility; non-availability of products; excess inventory; price
               and product  competition;  new product  introductions;  and other
               risks  detailed  in the  company's  Form 10K for the fiscal  year
               ended  November  30th,  2000 and the 10Q for the  second  quarter
               ended May 31st,  2001.  These  factors,  among others,  may cause
               actual results to differ materially than the results suggested in
               the forward-looking statements.

               At this time I would like to  introduce  John  Shalam,  Chairman,
               President, and Chief Executive Officer of Audiovox Corporation.

J. Shalam      Thank you. Good morning and thank you for joining us on
               today's  conference call to discuss our financial results for the
               fiscal third quarter and nine months, and for our outlook for the

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 2

               remainder of this fiscal year.

               Audiovox  today  reported net sales for the third quarter of $313
               million  versus $470 million in the  comparable  year ago period.
               Compared to our second  quarter  performance  this  represents an
               increase of approximately  12%. Net earnings for the quarter were
               $1 million or $0.05 per share, both basic and diluted.  While our
               top line results fell slightly below expectations, we managed the
               bottom line prudently amidst a difficult economic environment and
               we met  the  lower  end of our  guidance.  During  the  past  two
               quarters we had cautioned  investors that our sales for the first
               half of the year would be adversely impacted by the industry-wide
               slowdown and the delayed release of new digital products.

               Additionally,  we affirm that our  performance  during the second
               half of the year would improve  sequentially as new products were
               introduced and as consumers  purchasing patterns improved in what
               historically  has been a hard  period of seasonal  activity.  Our
               performance  during  the third  quarter  is  indicative  of these
               statements.  We  continue to  strengthen  our  relationship  with
               leading  carriers  around  the  world  and are in talks  with new
               partners to expand our distribution.  We successfully  introduced
               our CDM 9100 handset, currently selling in Verizon outlets across
               the country,  as well as other carriers,  and experienced  modest
               success in regard to our TDMA  offerings.  I am pleased to report
               that all of the remaining  analog units have been sold,  and from
               this point onward we are focused on further penetrating the North
               American digital marketplace.

               Philip  Christopher,  who is the  President  and CEO of  Audiovox
               Communications  Corporation,  will  discuss  with you in  greater
               detail  our  accomplishments  for the  quarter  and  our  product
               outlook for the fourth  quarter and the  beginning  of 2002.  Our
               Consumer Electronics  division led by Pat Lavelle,  President and
               CEO, continues to perform well and to exceed  expectations.  This
               past quarter we saw  increased  demand for portable  DVDs and FRS
               radios in addition to other home consumer goods  categories,  and
               believe while the fourth quarter will prove challenging we should
               show positive results.

               Before I turn the call over to Michael  Stoehr,  our CFO, I would
               like to  comment  on the  events of the past  weeks and extend my
               heartfelt  sympathies and prayers to all who are impacted by this
               national  tragedy.  On a personal level I was touched by the show
               of support,  not only by New Yorkers,  but also by all Americans.
               We are actively  participating in the rebuilding  effort and will
               continue to do so.

               Now I would  like to turn the call over to  Michael  Stoehr,  our
               Senior VP and CFO, who will review our  financial  and  operating
               results  with you in detail and provide  guidance on our expected
               results for the fiscal fourth quarter. Michael.

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 3

M. Stoehr      Thank you, John. Good morning,  everyone.  Consolidated
               net sales for the third quarter of 2000 were $313 million  versus
               $470 million for the same quarter last year.  Sales for the third
               quarter  increased  sequentially of 12% for the second quarter of
               2001, which was $276 million.

               Our  wireless  group  sales for the  third  quarter  were  $241.9
               million  versus $403 million last year.  Wireless unit sales were
               2,108,000  units  with an  average  selling  price of  $108.  The
               average  selling  price was affected this quarter by the closeout
               of  approximately   300,000  analog  ...  phones.  We  also  sold
               additional  TDMA product during the quarter at good margins,  but
               with lower ASPs than we normally get.

               The  Electronics  group had sales of $71.9 million,  versus $66.6
               million last year,  an increase of 8%.  Mobile video and consumer
               goods  continue  to  show  increases,   as  well  as  most  other
               electronic categories. Our consolidated gross profit margins were
               10% this year this  quarter  versus 9.1% last year.  The Wireless
               group GP was 6.6% and our  Electronics  group GP was 21.6%.  Both
               groups showed improvement from the second quarter.

               We  also  had a  better  recovery  on our  analog  sales  than we
               anticipated.  Consolidated  overhead  was $28 million  versus $27
               million  last  year.  These  increases  occurred  mainly  in  the
               manufacturing  warehouse  expenses,  principally  in  the  use of
               outsource  labor used to  refurbish,  reflash,  and  program  our
               wireless  units.  Our selling  expenses  increased in commissions
               related to sales increases in the AE group and some increased MDF
               program.


               The G&A expenses,  professional  fees, and provision for doubtful
               accounts increased. Please note, this increased provision for bad
               debts  was  primarily  due  to  our  review  over  our  Malaysian
               operation in light of the economic  conditions in that area,  but
               other receivables are good.

               Interest  expenses  increased  this quarter versus last year as a
               result of higher inventory balance this year versus last year. On
               our balance,  sheet our days on hand continue to improve from the
               second  quarter.  For the third  quarter AR days on hand, 50 days
               versus 58 days in the second  quarter 2001. Our AR balance is now
               $187 million  ending  third  quarter  versus $198 million  second
               quarter.  Inventory balances have declined to $228 million versus
               $236 million the second quarter.  This inventory  balance is down
               from its peak of $269 million during April.  Our days on hand for
               the inventory were 68 days versus 78 days for the second quarter.

               The  company  continues  to  complete  its  inventory   reduction
               programs as all analog handset

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 4

               inventory  has been sold.  We continue to reduce the  balances of
               CDMA 8000s,  and the remaining  balance is anticipated to be sold
               out by the end of the fourth quarter.

               Direct  borrowings  from  our  $250  million  bank  line  was $73
               million,  down from $82 million at the end of the second quarter.
               Currently our balances on the direct  borrowings are $43 million,
               reflecting continued reduction of inventory balances.  Our ending
               cash balance at the quarter was $4 million. EPS was $0.05 a share
               versus  $0.44 last year.  Our tax rate was 38% and the book value
               of the company is $14.86.  Total shares outstanding year to date,
               21,847,000.

               We would like to give some guidance for the fourth quarter. Based
               on the tragic events that occurred on September  11th, we wish to
               proceed  cautiously  as we assess the  economic  issues  that may
               arise as a result of these events  throughout  the economy.  With
               this in mind we are  anticipating  $2.1  million to $2.3  million
               wireless  unit  sales  at  an  average  selling  price  of  $130.
               Consolidated  sales are  anticipated in the range of $340 million
               to $360 million.  Our consolidated  gross profit margin is in the
               9% range. We're looking at EPS between $0.05 to $0.10 per share.

               At this time we will not give  guidance for fiscal 2002 until the
               latter part of the fourth  quarter,  as we are watching  economic
               developments  as they unfold.  Thank you and I'd like to turn the
               presentation back to John.

J. Shalam      Thank you very much, Michael. At this time I would like
               to introduce Philip Christopher, who is the President of Audiovox
               Communications Corporation. Philip.

P.  Christopher Good morning.  As John and Mike  mentioned,  the
               third  quarter,  basically,  was  a  closeout  quarter.  We  were
               successful closing out all of the analog phones in our inventory,
               and the TDMA phones in our inventory as well. Plus in addition to
               that, in view of the new technology coming out we also closed out
               all of our GSM phones and  positioned  ourselves  to be ready for
               the  new  technology,  the  new  GPRS  telephones  that  will  be
               introduced beginning in the fourth quarter of this year.

               Along those lines I think it's important to note that Mitsubishi,
               which was our TDMA  supplier,  has  become  the  latest  Japanese
               supplier to exit North and South America. That's leaving only two
               competitors  from  Japan,  U.S.  Arab,  and to a limited  extent,
               Sanyo.  Most of the other  Japanese  competitors  exited from the
               wireless industry in North and South America.

               So as of today we're in a very strong position,  remaining number
               one in CDMA. In terms of

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 5

               TDMA, we will buy the remaining inventory of Mitsubishi, which is
               approximately  300,000  units,  and that will be our last sale of
               TDMA  phones.  We  will be in a  position  at  that  point  to be
               introducing  1X products for both regular CDMA and wide-band CDMA
               in the future.

               In regards to GSM,  for the first time we opened a new carrier in
               South  America,  TEM,  which is important to know that TEM is the
               Tonam company. We delivered for the first time our GSM 1.9 phone.
               Forty-thousand phones were delivered in the third quarter, and we
               are now in a position  to begin  delivering  the 1.9 GSM  phones,
               including  dual-band and fly-band phones,  to all GSM carriers in
               North and South America.

               So with  that,  ending  the  third  quarter  I think  we are in a
               position to look forward  towards the fourth  quarter and what is
               happening in the  industry.  First of all, the  consolidation  of
               carriers  has  continued,  and all of the  carriers  in North and
               South America are continuing to consolidate  their  positions and
               many of the  small  carriers  are  disappearing.  In terms of the
               CDMA,  all  of  the  carriers  are  looking  now  towards  the 1X
               products.  With the need  for  data  and  data  being  the way to
               increase their  revenues,  data products will be introduced.  I'm
               happy to tell you that we will be one of the first  suppliers  in
               the market with 1X products, introducing two such products in the
               fourth  quarter,  the 8150X  from  Curitel in Korea and the 9150X
               from Toshiba.

               In  addition,  during the fourth  quarter we will be entering the
               market of the PDAs.  We have  spoken to you in the past about the
               need of convergence of technology, and indeed, this conversion is
               taking place. Our PDA will utilize the latest Microsoft software.
               We are fortunate to have a license now with Microsoft on a direct
               basis,  and our PDA  manufactured  by  Toshiba  will be the first
               product  in the  market  utilizing  Pocket  PC 2002,  the  Merlin
               software.

               On October 4th in San Francisco, there will be a major launch and
               a major press conference, and Audiovox will be participating next
               to Microsoft  announcing  this product  line.  We will be selling
               this product coupled with our CDM 9100 through the Verizon retail
               outlets,  as well as indirect  channels such as Radio Shack,  the
               Wiz, and other major retailers.

               Of  course,  the  PDA  convergence  of  technology  is  just  the
               beginning. Early next year the second generation part of our PDAs
               will be introduced and that will be, again, a Microsoft Pocket PC
               2002,  but this time  built in with an RF, a PDA with a  built-in
               telephone.  Although  the  actual  market for these  products  is
               estimated  to be at  only  20% of  the  subscribers,  it is  also
               estimated  that it will  generate  the  highest  revenue  for the
               carriers. As a result,  companies like Verizon and Sprint will be
               looking  forward to  entering  the data  market on a very  strong
               basis  and  utilizing  1X  products  and PDAs to  increase  their
               revenues and to improve their

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 6

               financial conditions.

               This type of situation will occur not only in North America,  but
               also in Canada  with Bell  Mobility  and Telus,  and to a certain
               degree in South America. In regards to the European's GSM, all of
               you are aware  that GPRS is  slowly  coming on board.  We are now
               testing with Sonofon of Denmark our GPRS phones, and we do expect
               to be a  player  next  year  in the  GPRS.  In  addition,  we are
               entering  with  Microsoft  again  into  the  development  of  new
               products similar to Stinger, utilizing GSM technology and to have
               a PDA based on GSM technology for the European markets. I will be
               going  to  Taiwan  in  October  to  discuss  with  our  different
               manufacturers  the Microsoft license and the development of these
               kind of products.

               I think overall under these  scenarios most of the carriers today
               have reduced their  inventory  levels.  We entered this new year,
               2001, with extremely high inventory levels. VoiceStream, Verizon,
               and  many  of  the  other  carriers  have  substantially   higher
               inventory levels than they expected.  You probably have read that
               they all missed their projections.  The new subscriber growth has
               been slow,  but there is something  very,  very  positive that we
               should keep in mind.  In our industry we have an advantage  and a
               disadvantage.  The disadvantage is often the fact that technology
               forces us to close our products, products like the analog, but on
               the other hand, the revolution of our industry and the continuous
               changes that are taking place give us the opportunity to remain a
               leader and it keeps our competition awake.

               The introduction of 1X products in the fourth quarter will put us
               in a leadership position. In addition,  the GPS location, and the
               government forcing all of the carriers next year to at least have
               50% of  their  subscribers  with  GPS  phones,  will  give  us an
               opportunity  for an extreme  growth in 2002.  We are  bullish for
               that growth, and I think the tragic events of September will spur
               even a higher  demand  for these type of  products,  since it has
               been  proven  that  both  wireless,   cellular  phones,  and  GPS
               locations are something that is needed in our fight to avoid such
               tragedies as we had in September.

               I  am  happy  to  tell  you  that  we  will  be  the  first  CDMA
               manufacturer introducing a GPS phone. We will be introducing that
               phone in the early  first  quarter  next year.  Again,  we are in
               negotiations   with  both  Verizon  and  Sprint  for  substantial
               quantities  of these  products,  along  with the rest of the CDMA
               carriers.  The  bright  spot  is  that  the  growth  of  CDMA  is
               continuing,  TDMA is phasing out,  and GSM will become  wide-band
               CDMA.

               Technology  is the next  phase of what we are  looking  for.  Our
               partners,  particularly Toshiba, are poised to develop these type
               of products  and for us to play such a role in the  industry.  We
               are positive that the growth will  continue and the  introduction
               of the new products will

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 7

               give us the opportunity to remain either in the CDMA  technology,
               but in addition,  become a very  instrumental  player in GSM/GPRS
               phones and the future of wide-band CDMA. So that's about where we
               stand today.  During the fourth  quarter we will continue to sell
               our present dual-mode CDMA phones, the CDM 9100, the CDM 8100 and
               we will be introducing our 1X products. As John mentioned before,
               we are  forging  some  very  strong  new  partnerships  with  new
               carriers, and that will give us an additional growth both for the
               fourth quarter and the first quarter.

               So the  technology is sound,  the industry is going to grow,  and
               the  projections  of the carriers are very good. I think both the
               fourth quarter, and particularly next year, we will enjoy a very,
               very strong year in the wireless industry. Thank you.

J. Shalam      Thank you very much. I would like now to introduce  Pat
               Lavelle,   who  is  the   President   of   Audiovox   Electronics
               Corporation. Pat.

P. Lavelle     Thank you, John. Good morning, everyone. Sales for the
               Electronics company grew by 8% quarter over quarter,  and we have
               maintained a 7% increase  over 2000 through the first nine months
               of 2001. All categories posted increases except Car Audio,  which
               was down 6% for the quarter;  however,  we believe this is within
               industry  performance for 2001. Our growth for the period was led
               by Mobile Video, where we continued to maintain a dominant market
               share. Penetration at OEM and after-market segments has grown and
               we are confident that the introduction of our new combination DVD
               overhead  video  systems will allow us to expand our  penetration
               across  all  market  segments.   We  expect  deliveries  of  this
               first-to- market product in November of this year.

               During the third quarter, Ford added our rear-seat  entertainment
               system  to the  Expedition  XLT,  and we are  experiencing  a 20%
               increase in orders and forecasts due to this  addition.  Also, we
               are  currently  in  negotiations  with  Ford  on a  multi-vehicle
               program utilizing the new DVD overhead,  and I hope to advise you
               shortly of our success in securing this business.

               On the  consumer  side,  consumer  product  sales are running 70%
               ahead of last year and we have established good placement for the
               upcoming  Christmas season.  Our DVD portables,  FRS/GMRS radios,
               and video entertainment systems are placed in many of the largest
               retailers  in  the  country,   and  we  believe  this   increased
               penetration will help offset the general softness expected in the
               economy in the fourth quarter.

               Wal-Mart,  Kmart and Target stores lead the list of accounts that
               will retail Audiovox portable DVD players.  We will introduce two
               new units for  Christmas,  and  believe  these  units will firmly
               establish  Audiovox as a major supplier of DVD portable  players.
               Based on the success

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 8

               that we have enjoyed with these players, we will also introduce a
               line of home DVD  during the first  quarter  of next year,  which
               will give us the ability to further  expand  market share in this
               critical category.

               Overall, margins were lower quarter over quarter due primarily to
               increased price pressure as the Mobile Video business matures and
               it moves into the mainstream. In addition, we have had a shift in
               business over the year towards more  high-volume mass merchant or
               national  account  business.  For the year our  sales to the mass
               merchant market has grown 23% and represents approximately 43% of
               our overall  sales.  Internationally,  third  quarter sales at AX
               Malaysia are off 20% due to the stagnant  economic  conditions in
               Malaysia;  however, Audiovox Venezuela has grown 48% quarter over
               quarter.  This is a direct result of increased car  production at
               GM and Chrysler plants as the economy has substantially improved.

               Over the years  Audiovox  has gained  acceptance  by our customer
               base  as an  aggressive  leader  of new  technology  to  existing
               markets.  This aggressiveness has allowed us to grow our business
               as older  categories  mature.  Our  strategy is to continue  this
               leadership.

               In the months ahead  Audiovox  will  introduce  two new satellite
               radio  systems,  and we will be the  first  to  offer  both an XM
               receiver and a Sirius  satellite  receiver.  Satellite radio is a
               new  service  being  launched  by  two  companies,  offering  100
               channels  each of  digital  quality  music  with  no  terrestrial
               limitations.  I am  sure  many of you  are  familiar  with XM and
               Sirius.  We  believe  these new  products  and  services  will be
               enthusiastically   received  by  customers  and  consumers,   and
               Audiovox  is well  positioned  to  take  advantage  of  this  new
               technology and opportunity.

               Although we are facing a challenging  fourth  quarter,  I believe
               the   programs   that  we  have   secured  and  the  new  product
               introductions  will allow us to meet our plan for the  balance of
               the year. Thank you. John.

J. Shalam      Pat, thank you very much. Ladies and gentlemen,  we are
               now ready to receive your questions and comments or suggestions.

Moderator      Very good. Thank you. The first question comes from the
               line of Donald Newman with Ladenburg Thalmann. Please go ahead.

D.  Newman     Good  morning,  everybody.  Could  you  describe  the
               relationship,  Phil,  with  Verizon?  How large a  percentage  of
               business  was Verizon to cellular  and to total sales and what do
               you see going forward?


                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                          Page 9

P. Christopher As you know, last year we represented 42% of their
               purchases,  and last year I think Verizon was close to 60% of our
               business. That percentage has been coming down, and as of the end
               of the  third  quarter,  I would  think  that our  business  with
               Verizon was about 50%. It will  continue to be reduced as the new
               carriers  that are  coming  on board  with the new  products  are
               increasing their sales. Don't forget that last year the CDM 9000,
               and to a  certain  degree  the  9100,  up to this  point was sold
               exclusively  to Verizon.  That  exclusivity is now over and we're
               opening it to other  carriers as well in North  America.  So that
               percentage of Verizon, I would say it's about 50% at this point.

               The other thing that is happening,  the old Prime Corp region has
               now  become an  independent.  It was sold by Verizon to a venture
               capitalist group so a percentage of our sales in the Midwest will
               now be showing up under Prime  Corp,  the new name that they will
               be marketing under.

D. Newman      Now your total cellular sales were what, $242 million or am I
               wrong on that?

M. Stoehr      $241 million.

D. Newman      I can't hear you, Mike.

M. Stoehr      It's $241.9 million for the third quarter.

D. Newman      Right.  So Verizon would represent $120 million of that.  Is that
               correct?

M. Stoehr      Approximately.  Yes.

D. Newman      Okay. Now you had an ASP of $108 and that  represented,
               you liquidated how much in the way of analog, 300,000?

M. Stoehr      Donald, this is  Michael....there  were 300,000 phones.
               In regular digital product the average selling price was $130. D.
               Newman $130 for regular digital. Again back to Phil, in Q4 ending
               November  30th,  you said that  you've  taken on 300,000  TDMA to
               liquidate. Is that right?

P.  Christopher I don't know if we're going to ever see them all,
               but we made a deal with Mitsubishi to buy the remaining inventory
               of the TDMA  phones.  We expect them to be delivered in the month
               of October and to be sold between October and November.

D. Newman      You wouldn't have made this deal unless you had a buyer
               for that, is that correct?

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 10


P. Christopher  That's correct.  There is a demand for these TDMA
               products.  It's a matter  of  software  being  put in on a timely
               basis. As you know, different carriers use different software. We
               are  working  with  Mitsubishi  to quickly  bring these units and
               close them out very quickly.

D. Newman      Then going forward, your bet here in the U.S. is CDMA.  Is that
               correct?

P.Christopher   Yes,  as  you  know,  CDMA  is  the  strongest
               technology.  VoiceStream  utilizes  GSM and  we're  working  with
               VoiceStream to develop such products. Both AT&T and Cingular, who
               are the two TDMA  carriers,  they are  beginning to overlay their
               networks  with GSM and GPRS  products,  and in the year  2002 you
               will begin to see a shift from TDMA completely.

D. Newman      I might have missed it, but what was your gross margin for
               cellular?

M. Stoehr      6.6%, Donald.

D. Newman      6.6%.  It was 21.5% for automotive, is that right?

M. Stoehr      21.6%.

D.  Newman     21.6%.  Can we have a  breakdown  between  the  three
               divisions,  Mobile Electronics,  Consumer  Electronics and Sound,
               what you did in Q3?

M. Stoehr      Yes, we can.  I'm going to give it to you as we report
               it in the queue  because  that's the way we report out. The third
               quarter sales for Sound were $17.9 million.  The accessories were
               $41.3 million.

D. Newman      What's that, mobile...?

M. Stoehr      Mostly  that's  mobile  video and  security  products.
               Consumer Electronics were $12.3 million.

D. Newman      $12.3?  That's a big drop, isn't it, from Q2?

M. Stoehr      From Q2 it's down slightly; it's up from last year.

D. Newman      Twelve point three for consumer electronics? All right.
               I'll give you a call on this later. Thank you very, very much.

J. Shalam      Thank you, Donald.


                                    Exhibit 2




PR21
Host: Glenn Wiener
September 26, 2001/9:00 a.m. CDT
Page 11

Moderator      Thank you.  Next is a  question  from the line of Rary
               Bessinger with Standard and Poor's. Please go ahead.

R. Bessinger   Hi.  Looking at the third quarter income  statement,
               I'm  wondering  on  expense  controls  was there any  significant
               reasons  why  there  was a  little  jump in the GNA?  Also  going
               forward,  how does the  company  intend to  increase  their gross
               margins?  Also  just  some  numbers,  if you  could  give me your
               forecasted capital expenditures for the year. That's it.

M.  Stoehr     Okay.  Let's  take it one at a  time.  In the GNA for
               expenses,  the cable-related expenses are down from last year. We
               do have a reduction in head count. The expenses  increased,  as I
               mentioned,  in provision for bad debts are in that category. That
               really  occurred in our Malaysian  operation  when we took a real
               hard look at the  receivables to see what the status of them was.
               We're still collecting the money from the accounts; we thought it
               was prudent to put a provision in.

               The  other  category  that  went  up was our  professional  fees,
               specifically in the area of legal, and also some tax work that we
               had  done  for  state  minimization  programs.  As for the  gross
               margins,  as both Phillip and Pat outlined,  as new product comes
               on stream this has a positive  effect for our gross  margin.  The
               cap ex for the company for the last quarter  probably  will be in
               the  $300,000  range.  Year to  date  our  cap ex has  been  $1.6
               million.

R. Bessinger   Thank you. Do you have a forecast on the CDMA market
               for handsets for '01?

P.  Christopher Mike doesn't want to give  projections,  but as I
               mentioned  before,  bear in mind that there are two unique things
               happening.  The new  technology.  Beginning  in January,  Sprint,
               Verizon,  Alltel,  U.S.  Cellular,  and all the other carriers in
               North  America will be forced by the FCC to begin  utilizing  EPS
               handsets.  Therefore,  you will see a  tremendous  growth  for us
               because many people will be changing.  Existing  subscribers will
               be changing from their existing phone to the new GPS phone. So we
               are bullish for the first quarter. I don't want to give you exact
               numbers,  but I think it will be much  higher  than  last  year's
               first quarter.

R. Bessinger   Thank you.

J.Shalam       I want to remind you that we had a very  similar and a
               very  beneficial  increase  in  our  handset  sales  due  to  the
               migration of  subscribers  from analog to digital in the last two
               years,  which  accounted  for a good  portion  of the  growth  in
               handsets last year. Hopefully, this will repeat itself next year.

R. Bessinger   Thanks.

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 12


M. Stoehr      This is Mike Stoehr again.  Projections that we gave at
               the...   we  gave  for  the  fourth   quarter,   anticipates  the
               introductions  of products,  but there is always sometimes delays
               which we don't  anticipate  our  approvals,  but we would just be
               cautious for a protection....

Moderator      Thank you.  The next  question  comes from the line of
               Thomas Kahn with Kahn Brothers and Company. Please go ahead.

T.  Kahn       Good  morning.  I  checked  out the 9100 in the  Verizon
               stores versus the Motorola  120. It seems to me that,  being sort
               of an  unsophisticated  buyer,  that  the  Motorola  120 has some
               better features, particularly with respect to the battery life. I
               wondered whether you could give us a little color on how the 9100
               is selling versus the Motorola  instrument.  I guess the Motorola
               instrument has sort of better name recognition, and it also seems
               to have better  features  with respect to the battery.  Also,  is
               there   anything   that  can  be  done  to  improve  the  battery
               performance  of the  9100 so that  when a  consumer  looks  at it
               versus the  Motorola  120 the  playing  field is leveled a little
               bit?

P.  Christopher First of all, I don't think our battery  time is
               much  less  than   Motorola;   we're   about  even  in  terms  of
               specifications.   I  think  the  main  reason  why  Motorola  was
               outselling the 9100 was the price. Initially, Motorola was at $69
               and we were at $99 retail price. As of September 1st, if you went
               out you would see now that the tri-model phones,  Nokia and...are
               $49 retail at the Verizon stores.  Audiovox and Motorola are $69,
               even up. Now that we're even in the pricing,  the 9100 is gaining
               on the Motorola phone.

T. Kahn        That's  correct.  I noticed that the price was  different
               and I notice  now that the price is the same.  Would you say that
               you're pleased now with the sales of the 9100 versus the Motorola
               120 in terms of what you find out from Verizon?

P. Christopher We're pleased, but we would rather see the 9100 at
               the  $49  level  because  that's  really  where  the  action  is.
               Unfortunately,  still  you get 50% of the  volume  was at the low
               end. So when you're not at the low end and your  positioned  as a
               mid-tier  phone,  you're being  squeezed into the low end and the
               high end. So we do have this situation.  We are taking steps with
               Verizon to  promote  the phone.  You  probably  saw that there is
               a...with  the  Verizon  salesmen  now on the CDM 9100.  We expect
               that,  as I mentioned  before,  in the fourth  quarter it will be
               coupled with the PDA to give the 9100 an edge.

               In addition,  the 9150X,  which is on the same platform,  will be
               the first 1X product that will be ... in the fourth  quarter,  so
               that  will  give the 9100  additional  recognition,  and the same
               platform will be used in January as a GPS phone. So I think there
               are reasons why Verizon

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 13

               will be pushing this phone during the fourth quarter.

T. Kahn        Thank you very much.

Moderator      Thank you. Next is a question from the line of Minh Do
               with Voltaire Capital.

M. Doh         Hi, Mike.  What was the unit number for this quarter?

M. Stoehr      Two million, one hundred, and thirty thousand.

M. Doh         I don't  know if it's John or Phil that made a comment  on
               carrier  inventories.  Did you guys say that it was  higher  than
               normal right now?

P. Christopher I did. I said that.  You remember we had to start
               from the first  quarter.  During the first  quarter,  Verizon had
               unusually high  inventory  levels which resulted for two reasons.
               One, the  consolidation  took place  between all the  independent
               carriers...as  Verizon.  That consolidation took place last year,
               and as a result  based on their  projections,  during  the  first
               quarter   they  had   unusually   high   inventory.   Then  their
               projections, because of the slowdown in the economy, both Verizon
               and other carriers did not meet their subscriber projections. You
               had a double type of situation.

               So the  comment  that  I have  made  as of the  end of the  third
               quarter  of  inventory  levels  had  improved  with  most  of the
               carriers.  The  carriers  now are in a position  to  actively  be
               looking for a promotion during the fourth quarter to find ways to
               increase their  subscribers.  We think we have a solution for the
               carriers.  One is the PDA and the  convergence  of the technology
               between the cellular phone coupled with the PDA. We think we have
               a solution in view of the fact that data generates  revenue,  and
               we will be  introducing  the 1X products with the CDMA  carriers.
               For the first  quarter we were working very closely with them for
               the  development  of GPS handsets that will give them momentum in
               their sales and smooth  transitioning  of their  present  digital
               into 1X products.

M. Doh         Okay.  Just to follow up on that, are the  inventories now
               back to normal or do they continue to be greater than normal?

P.Christopher  I would say they're above average.

M. Doh         I'm sorry.  They're still above average?

P.Christopher Yes.  They're still above.

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 14


M. Doh         Okay.  But they're improving?

P. Christopher Yes,  they're  improving.  What they will need, in
               particular,  is the 1X data products.  Let me also mention to you
               why the demand for the 1X  products.  Even though the  deployment
               has been slow in terms of the networks for 1X, they kept patching
               it in major cities like New York City and Los Angeles. It's under
               pressure, so they must lower their network and their switches for
               these new 1X products.

               I don't mean to be  hammering  this thing,  but I want you to see
               through what is  happening;  basically,  capacity and  transition
               into this new technology.  The year 2001 will be a very difficult
               year, and it has been a very difficult  year. It has been crowned
               by the tragedy of the last two weeks. Obviously,  the economy and
               the industry has suffered,  but if there is a bright spot in what
               is  happening  today,  I think you will see through  this tragedy
               that the wireless  cellular  industry is an industry that's going
               to gain momentum for two reasons;  particularly, the GPS location
               and the data  products.  Number two, the  revolutionary  products
               will be  introduced  both in CDMA and DSN in terms of 1X and GPRS
               positions   Audiovox  into  a  leadership   position  with  these
               products.

               Our  competition  has become  smaller.  I  mentioned  before that
               Mitsubishi  has  exited  the  industry.  At this  point  in North
               America, Audiovox will remain one of the leaders in CDMA. We will
               be fighting among Motorola and Nokia for a leadership position on
               a world basis.

M. Doh         Okay. Just one last thing. For the industry,  not just for
               Verizon,  when  would you expect  the  inventories  to be back to
               normal levels?

P.Christopher  Sprint  is  in a  much  better  position.  In my
               meetings  with  Sprint,  as a  matter  of fact,  Sprint  has high
               demands for the fourth quarter, and they're looking for inventory
               levels.  We're trying to help them. Alltel,  U.S.  Cellular,  and
               Western  Wireless  also have given us some  bullish  projections.
               Outside of the U.S., Canada Bell Mobility, and Telus, are the two
               carriers  that we work with on an exclusive  basis.  We have some
               very strong projections for the fourth quarter from them.

M. Doh         Okay.  Great.  Thanks, Phil.

Moderator      Thank you.  Next is a question from the line of John Bucher with
               GKM.  Please go ahead.

J. Bucher      Phil, a question for you  regarding  the two  catalysts
               that you talked about, the 2.5G upgrade, both for data as well as
               the better capacity utilization of the phone.

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 15


P.Christopher  We're in beta testing.

J.  Bucher     And  comparing  that to the GPS,  the E911  compliance
               requirement. As you look to 2001, which of those two requirements
               do you see the more significant  driver of handset demand as 2002
               unfolds?

P. Christopher Definitely the E911.  There is no question.  What
               has  happened  that you should know is that many  carriers in the
               past were positioning  themselves to have a network solution.  In
               other words,  the network was going to provide the GPS  location.
               With  that in mind,  it really  had no  bearing  on the  handset.
               However, what has happened is for different reasons. The carriers
               for Sprint and Verizon,  the two major CDMA carriers,  as well as
               Cingular  and AT&T on the other  side,  they have  decided to use
               handset  solutions.  By utilizing handset solutions it means that
               by the end of the year  2002 at least  50% of their  base must be
               changed from the present cellular form to a GPS type of form.

               We're talking  about a whopping  type of increase of growth,  and
               the question is how do we take  advantage of this growth.  First,
               you must have the  technology,  and I think we are positioned and
               we can assure you that we will have that. Number two, to have the
               product  ...  enough to gain  momentum.  Number  three,  for your
               product  to be  competitive.  So we are  working  on those  three
               equations to have a successful E911 compliance with the carriers.

J. Bucher      So when you compared this to the transition period from
               analog to digital, and the increase in demand that that accounted
               for, do you see this E911  requirement for the carriers to comply
               with the  FCC's  requirements  there on the  handset  side,  that
               that's going to be a similar catalyst?

P.Christopher  I think  it's  going  to be a  greater  catalyst
               because the position from analog to digital was optional.  I mean
               the carriers made it an option to the consumers.  Of course,  the
               consumers,  because of different  capacity reasons,  the carriers
               switched the  subscribers.  This is a mandatory legal issue.  For
               Verizon and Sprint to comply they must have a certain  percentage
               by each quarter have a certain percentage of GPS phones.

J.  Bucher     For next year  you're  talking  about  just your CDMA
               phones having the E911 capability?

P.Christopher  Yes. For next year we will be strictly on our CDMA
               phones.  That's the technology  that we have with Toshiba at this
               point.  However,  we will be working with other manufacturers for
               GPRS-type of products.


                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 16

J.  Bucher     What will the  embedded  solution to have E911 and GPS
               capability,  what is that going to add to the ASP for handsets on
               average?

P.Christopher  Let's just say,  first of all, the increase in the
               product  itself is  approximately  a $30 delta  between a regular
               digital  phone and a GPS phone.  We have to utilize  the 5100 MSN
               chip set from Qualcomm versus the 5105,  which is approximately a
               $10 delta  there.  But the big issue is the  memory of the phone,
               which  increases  and adds to the  course of the  telephone.  The
               approach  that we have  taken in order to be very  quick and very
               competitive is taking our existing CDM 9100 platform,  increasing
               the memory,  putting a GPS  antenna on it, and working  with both
               Verizon and Sprint to introduce this in January.

J. Bucher      So about a $30  increase  in ASP,  other  things  being
               equal?

P. Christopher We will be selling this for close to $200.

J. Bucher      Okay.

P. Christopher I figured that out.

J. Bucher      Do you have a rough idea of what the mix is going to be
               next  year for your  CDMA  line  between  those  that  have  E911
               capability and those that don't?

P. Christopher As I said, if everyone complies,  and unless there
               is a waiver from FCC which would give some leeway to the carriers
               to slow  down  percentage-wise,  we  expect...should.  All of the
               carriers have filed for some waivers with the FCC, trying to gain
               some time period for this transition. It's an awkward transition.
               So there is this fact  that we have to take  into  consideration,
               but let's just put it this way, it will be  substantial.  It will
               be somewhere between 33% and 50% of the subscriber base.

J. Bucher      A question for you on your new PDA product. Is Toshiba,
               I know it looks like they're  selling the Genio PDA,  which looks
               like it's going to be very  similar  to the one  you're  going to
               sell.  Are they also  going to sell that with the  embedded  CDMA
               capability?

P.Christopher  The  first  PDA  product,   you  say  standalone
               PDA-based on CDMA technology and Microsoft  Pocket 2002.  Toshiba
               will,  because of their past  history of selling  computers,  the
               Toshiba in Irvine,  California  will continue to sell  standalone
               PDAs.  Anything  that has a built-in  RF,  which goes through the
               carriers, obviously will be exclusive to Audiovox Communications,
               which this is  regarded  more of a cellular  phone  rather than a
               standalone PDA.


                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 17

               The approach  that we are taking on the  standalone  PDA to offer
               both the Verizon and Sprint is the cable that connects to our CDM
               9100,  particularly  the 9150X which gives you the speed,  and to
               couple these products together,  and utilizing the subsidies that
               they  have on the  cellular  phones,  we feel that we will have a
               strong second approach to the carriers in retail.

J. Bucher      Okay. So there won't be any potential  channel conflict
               then with  Toshiba  selling a built-in  CDMA-capable  PDA through
               other channels? You will have an exclusive on that?

P. Christopher As of now, we have an exclusive.

J.  Bucher     Okay.  As far as GPRS phones go, can you say what the
               delta's  going to be in average  selling price over and above GSM
               phones when you start selling GPRS phones?

P.Christopher  You know there has been a major  deterioration in
               the GSM market. Last year, unfortunately, when we entered we sold
               approximately 300,000 GSM phones. Standard GSM phones went as low
               as $49 in Europe and in different  areas.  So the GPRS phones,  I
               think everyone is looking and they are very,  very cautious as to
               how the manufacturers proceed.

               We are  estimating  right  now that the  regular  watt  phones in
               Europe are going  between $80 and $99. The old GSM phones are all
               being  closed  out.  You have  some  significant  closeouts  with
               Phillips, Alcatel exiting the market, Ericsson basically dropping
               their prices  because of their joint  venture with Sony. So there
               has been a heck of a revolution in the GSM industry.

               Now  the  GPRS,  all  the  carriers  are  looking  at  this  very
               cautiously. In Europe in particular,  where the carriers are much
               in debt and they're  looking for how to increase their  revenues.
               They're also questioning  whether or not deployment of GPRS very,
               very  quickly  will  give  them  those  solutions.  So we will be
               proceeding cautiously on the GPRS. The average selling price of a
               GPRS  phone  will be  somewhere  around  $130,  depending  on the
               category  of where it is.  So you will also have from $99 to $129
               delta. So $30,  again,  GPRS delta between the standard GSM phone
               and this one.

J. Bucher      Okay. Last question,  sorry for  monopolizing  the time
               here. On the 9100, I know that you, as you mentioned,  you ship a
               data kit that goes along with that. Can you say,  roughly to date
               since you've been  selling the 9100,  how many data kits have you
               shipped with 9100s?  Do you know roughly what  percentage of 9100
               customers are using the phone for data also? Thank you very much.

P. Christopher We've only sold approximately  10,000, but I think
               percentage-wise it's more. However, the reasoning is the speed of
               the networks. With the deployment of 1X you will see significant

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 18

               growth.  Also,  bear in mind that when we coupled  the 9150 along
               with the  cable  that you just plug into your CDM 9150X and gives
               you that speed, we expect a ....


                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 19

Moderator      Thank you.  Next is a question  from the line of Bruce
               Brewster with Brewster Asset Management. Please go ahead.

B. Brewster    Hello.  There's been a lot of  discussion  about the
               technology  here,  but  there  are  still a couple  of  points of
               clarification  I'd like to get.  A couple of years ago they began
               talking  about  third  generation  or 3G  phones.  More  recently
               they're  talking about 2.5G phones and you're  speaking  about 1X
               phones. Is this synonymous or would the 2.5G obsolete the 1X?

P.Christopher  It's synonymous with 2.5.

B. Brewster    1X is synonymous with 2.5?

P. Christopher Correct.

B. Brewster    Okay. The GPRS phone,  you're saying that this should
               create a tremendous replacement demand.

P. Christopher Let me correct you.  I said the GPS handset will....

B. Brewster    The GPS handsets.

P. Christopher GPRS is an expression they use for GSM....

B. Brewster    Okay.  GPS.  The GPS facilitates the location of a caller on a
               911 call.

P. Christopher Correct.

B. Brewster    If the phone has GPS capability,  are there any other
               inducements to the end user, aside from 911, that might come from
               that GPS capability,  such as being able to determine distance to
               a point or location based on the phone itself,  or the ability to
               send back to the person  listening  to the call where the call is
               coming from, such as a child and a parent, locating them?

               When you say that there is a mandate  to employ  GPS phones  that
               means,  I  suppose,   the  number  of  handsets  sold  with  that
               capability  or does it  pertain  to the  number  of phones in the
               field or some aspect of the system in order to be able to utilize
               GPS technology? What I'm looking at is the motivation that you're
               speaking of for users to discard their  current  phones and buy a
               GPS phone.

P.Christopher  Well,  there's two things.  First of all, overall
               the longevity of the lifetime of the phone has

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 20

               become  smaller  and  smaller so  consumers  changing to a better
               product is not an issue because  automatically we have consumers.
               In the old days it used to be 48 months. Now it's beginning to be
               as soon as their  contract is up, and obviously  there's a reason
               for it.

               The carrier  gives it to you free.  The  carrier,  after your one
               year is up or your two-year  contract is up, in order to maintain
               you as a  customer,  and for  Verizon not to lose you to AT&T and
               for AT&T not to lose you to  VoiceStream,  they  encourage you to
               re-sign a new  contract.  As an  incentive  they give you the new
               technology. They replace your old technology with new technology.

B. Brewster    Absolutely.  But I wonder how that ties in with GPS?

P. Christopher That answers one of the levels of your questions.
               Let me try  and  respond  to you as  intelligently  as I can.  In
               regards to FCC,  the FCC mandates  that a  percentage  of all new
               subscribers  must have GPS handsets.  As of now that mandate says
               that as of the end of the fourth quarter,  December 31st, it must
               be 25% of the new subscribers for the fourth quarter. Most of the
               carriers have filed a waiver.  They will get some lead time,  and
               we will see that it will be first  quarter  25%,  second  quarter
               30%, and so on. I'm not sure exactly  what the  percentages  will
               be, but that mandate is in regards to new  subscribers.  In other
               words,  if during  the first  quarter  Verizon  does one  million
               subscribers,  I think that mandate would say that 25%, 250,000 of
               those subscribers must be sold a GPS handset. So this is the type
               of situation.

               Now in  regards to what GPS does.  Initially,  all the GPS phones
               will do is, basically,  give the location, but as you can see the
               new chips  coming  out,  all those  ideas that you brought out in
               terms of  encouraging  the consumer.  You will see new technology
               being  developed,  and we will  utilize  that  GPS for  different
               incentives for the consumer to have this phone. At the moment the
               only thing the  consumer  gains is GPS,  and because the Qualcomm
               chipset  that  includes  GPS also  includes  data and is the most
               expensive,  you will see that this product will be the higher end
               of the  technology.  In other words, we cannot be a low end phone
               with just simply GPS at this moment  because the chip that we are
               using is the most  expensive  Qualcomm  chip  that  gives you the
               maximum amount of memory,  and it forces us to have 1X capability
               data with this product.

               A lot of carriers,  for emergency purposes,  are looking for what
               we call  low-end GPS  phones.  I'm sure  Qualcomm  and some other
               manufacturers  will be developing these types of chips that would
               allow you to have an inexpensive  phone.  This is the predicament
               that the  carriers  are in. In order to meet the  mandate of FCC,
               they must spend more money on higher-priced  handsets. Of course,
               all of us know that the  carriers,  in their  efforts to generate
               revenue, they

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 21

               must  balance the  subscribers  between  low-end,  mid-range  and
               high-end products. I hope that answers your question.

B. Brewster    The FCC,  according to how I understand what you say,
               is not going to allow other  methods of phone  location,  such as
               triangulation?

P. Christopher The different  carriers have the ability to apply
               to FCC with different  systems and say this is what we would like
               to do to meet your specifications or your mandate. As I mentioned
               in my opening  remarks,  until the month of June it was Verizon's
               intention to have a network solution,  not a handset solution for
               their product. To a certain degree that would have made it easier
               for us because we would just sell our standard products,  and the
               application would have been on the carrier to meet that mandate.

               On the other hand, right now by switching to a handset  solution,
               ... Sprint,  Verizon,  Alltel,  and U.S. Cellular are all handset
               solutions.  It forces us as a manufacturer  to immediately  react
               and  manufacture a product that utilizes GPS, the GPS antenna and
               the 5100 Qualcomm chip. So as I said in my opening remarks, we're
               in a very good  position and I'm happy to advise you that we will
               be one of the first  ones out there with a GPS phone in the first
               quarter.  I think all ... that I have given remaining intact that
               this will be a benefit to our sales.

B. Brewster    Thank you.

Moderator      Thank you.  Next is a question  again from the line of
               Donald Newman with Ladenburg Thalmann. Please go ahead.

J.  Malpass    Hi. This is actually  John Malpaz for Donald.  Just a
               quick  follow  up.  Have you seen any sort of spike in your sales
               for handsets over the past two weeks since September 11th?

P. Christopher Not really.  Actually,  the last few weeks since
               September 11th there have been several  logistical  problems with
               deliveries and things like that. However,  Verizon has reported a
               very big increase in the New York region and in other regions.  A
               number of the  carriers...their  existing  inventory.  It doesn't
               necessarily  translate to us  immediately in terms of deliveries,
               but it will help, of course,  the fourth quarter because they are
               selling out of their existing inventories and promotions.

               Also, I'm happy to tell you that we participated  with Verizon in
               contributing  phones and  accessories and helping in this crisis.
               Many of the phones that were  working  out, at least I'm happy to
               note that the  Audiovox  phones  never lost their  signal ... our
               competition in the New York area.

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 22


J. Malpass     Okay.  Great.  Thank you.

Moderator      Thank you.  Next is a  question  from the line of Mark
               Seady with Foreign Communications. Please go ahead.

M. Seady       Yes. Just a quick question. Regarding the PDAs, how will
               they be priced in terms of the combo,  the package you're talking
               about with the initial model and then as a  standalone?  Also, as
               far as the specs on them,  how much memory  will they have?  What
               size screen are we talking about, that type of thing?

P. Christopher We'd say  contemplating  similar to Ipaq, which is
               being sold by Compaq with PDA alone. Of course,  Compaq is making
               certain moves in the retail  market today.  One of the reasons is
               that the Ipaq utilizes the old  technology.  In  anticipation  of
               Pocket PC 2002, they are reducing their prices.

               Up to this point I think the retail price was approximately  $549
               with a $50 rebate giving you a $499 retail  price.  Our intention
               is to introduce our combo package PDA and cellular phone for $649
               to the Verizon retail stores. It is our anticipation, I shouldn't
               be giving  this  out,  but you can do the  math.  If the  average
               activation commission for a phone is $200 that brings you down to
               $449,  and actually a retailer can retail our product for $499, a
               better product than Ipaq, and get a free phone. Whether they will
               do that or not, if I was the  merchandise  manager  that's what I
               would do.

M. Seady       Okay. Centrally, as far as the DVD home decks go, are we
               talking  two  or  three  different  models  or  are  you  talking
               changers?  How will you  differentiate  them? I know that pricing
               out there has been anywhere  from $99 to $200,  but I guess I was
               just  trying to get an idea of how you would  position  your home
               decks there?

P.  Lavelle    Our basic plan is to have three  units,  stepping up
               from a  promotional  model to one with e- Scan,  which will be at
               the higher level. We have created a number of good  relationships
               for Audiovox  product  within certain major mass  merchants,  and
               they have  expressed  an interest in marketing  Audiovox  branded
               home DVD units.  So we have an entree to enter into the business,
               and we will have three models stepping up from whatever the price
               point  is going to be at that  point,  whether  it be $79 or $99,
               right through.

M. Seady       Up to $200 or somewhere in there?

P. Lavelle     A little under $200.

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 23


M. Seady       Okay. Are you talking all single play or will you have a
               changer in there as well?

P. Lavelle     All single play.

M. Seady       Single play.  Okay.  Thanks very much.

Moderator      Thank you.  Next is a question is from Chris  Blackman
               with Empirical Capital. Please go ahead.

C. Blackman    I've been answered.  Thank you.

Moderator      Very good.  Thank you. We have a question from the line
               of Richard  Greenberg  with Donald Smith and  Company.  Please go
               ahead.

R.  Greenberg  Two topics I'd like you to just expand on a little
               bit.  First,  I'm still grappling with this increase in operating
               expenses.  Mike, I hear what you're saying on the  reserves.  But
               could  you  give us some  sense of  should  we  expect  operating
               expenses  to dip back  down in the  fourth  quarter  despite  the
               increase in expected  sales?  Should we expect  something more in
               the  $26-$27  million  range or are they  going to remain at this
               high level?

M. Stoehr      No.  You'll see it in the $27 million range.

R. Greenberg   Okay. Then I guess my second question is the quality
               of the inventory, $228 million. I know probably 20% or so of that
               is the  Electronics  business,  but the  quality of the  cellular
               inventory.  You've  discussed  with  us in the  past  how  you're
               pre-selling  your  inventory much more now. Are we confident that
               there  will be no  risk of  inventory  write-down  in the  fourth
               quarter or is there a certain  amount of the 8100s,  whatever,  a
               certain  level of  inventory  that you are  concerned  about  and
               there's a possibility of a write-down?

P. Christopher There's no possibility of a write-down during the
               fourth  quarter.  It is true,  however,  that we do pre-sell  the
               inventory. However, this has been an unusual year where there has
               been a  deterioration  of prices  very  quickly.  As we have been
               discussing   all  along,   how  we  are  blessed   when  the  new
               technologies  come on board,  but that  blessing  often becomes a
               problem with  technology  moving very quickly it obsoletes  other
               products.  We and the  carriers,  we're working very closely with
               both Verizon and Sprint to make sure that our 9100,  which is the
               main inventory level with the highest  inventory  levels, to make
               sure that we sell through without any type of write-downs. So I'm
               pretty confident that will take place.


                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 24

               The rest of the  digital  phones  that we have are in a very good
               position, and we have no product that has any type of a risk. The
               only problem area was the 9100.

               Let's just go through the history.  If you  remember,  it was the
               replacement  of the  9000.  We  delivered  those  9100s in March,
               400,000 units into our warehouse.  However, we ran into technical
               issues with World,  Verizon,  and other carriers.  By the time we
               got  approval  it was April 28th and we  started  selling in May.
               That gave our  competition  ...  Nokia,  and Motorola an edge, in
               that the transition from the 9000 to the 9100  unfortunately  was
               not smooth and we lost momentum.

               I think we are  regaining  that  momentum.  The proof is the fact
               that the  retail  price  of the  9100  now is $69 in the  Verizon
               stores.  Western  Wireless and Bell  Mobility  have picked up the
               9100. The exclusivity  with Verizon is over so it's open to other
               carriers.  That will give us the  opportunity to promote the 9100
               heavily in the fourth quarter and avoid any need for write-down.

               The need for  write-down,  by the way, has nothing to do with the
               technology.  It's just strictly the deterioration of pricing, and
               many of the carriers are looking for  assistance  when they order
               something that's $160, but the competition's selling it for $130.
               So this has the merchandising and marketing  problems that we are
               dealing with on a daily basis. In answer to your question, we are
               confident that there will be no write-down.

R. Greenberg   Okay.  Thank you very much.

Moderator      Thank you.  Next we have a  question  from the line of
               Glen Douchet with Voltaire Capital. Please go ahead.

M. Dolan       Hi.  It's  MaryAnn  Dolan for Glen.  How are you? I just
               wanted to clarify two things.  Units in Q3 that you  reported and
               the  expectations  for Q4, and will Q4 units be  impacted by this
               GPS  mandate?  Because  why would you buy a phone in Q4 if you're
               just going to have to buy another phone in Q1?

P. Christopher I think most of the  consumers do not know about
               this FCC mandate of what is happening.  Most  existing  consumers
               are changing  technology  when their  contract is up. Most of the
               consumers or subscribers have gotten used to the idea if I sign a
               contract  with Verizon for a year, my year goes up and then I get
               the latest phone.

               Again,  let me explain that the mandate which begins in the first
               quarter,  it's in regards to new subscribers.  In other words, if
               Verizon, Sprint, Alltel, VoiceStream or whoever, a certain

                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 25

               percentage of their new  subscribers  must be sold a GPS handset.
               There are all kinds of negotiations going on between the carriers
               and the FCC. As a matter of fact, there was a ... last night with
               the FCC and I'm not sure  exactly,  I'm not in a position to tell
               you how those  applications for waivers are going to wind up. But
               certainly  I think,  in  general,  what we want to do here is now
               pinpoint the exact  interests  or whatever;  what we should do is
               see the vision.  In general,  there is a change  taking place and
               that change is beneficial for industry. That change is beneficial
               as a result to our Communications division.

M. Dolan       So if you had to say that  benefit  coming  from  people
               just upgrading  phones without the end of service life happening,
               does this accelerate units or does it just accelerate your market
               share  within  the units  being sold  because  you have the phone
               ready?

P. Christopher Let's just say this,  we think we're going to be
               ready.  Things happen.  There's testing that has to go through. I
               want to caution everyone that when you're dealing in the wireless
               industry  you  anticipate  that you will be one of the first ones
               and you will be  ready,  but if for  some  reason  on the  Lucent
               switch or on the  Motorola  switch or on the  Nortel  switch  our
               phone does not operate  correctly,  then  there's a delay.  So we
               anticipate, and we have reason to believe, that we will be one of
               the first ones out there.  We're in the testing  process now with
               our GPS  phones.  We will  begin to deliver in January to Verizon
               first  and  to  other  carriers,   depending  on  our  production
               capacity.

               I'm not sure what the other part of your question was.

M. Dolan       I missed the numbers you gave.

M. Stoehr      This is Mike Stoehr.  Two million, one hundred, thirty thousand
               in the third quarter.

M. Dolan       Q3.  So you're looking for about that in Q4?

M.  Stoehr     Yes. As I prefaced  the  conversation,  at this point
               we're  being  extremely  cautious,  as  Philip  mentioned.  We've
               mentioned  that we have new  product  coming  in,  but as always,
               there may be some delays so we've decided to be more conservative
               in our estimate.

P. Christopher Also, the GPS does not take effect until the first
               quarter. It has no affect on the fourth quarter,  now it's just a
               little.

M. Stoehr      That also is one of the other  issues that we're going
               to address in the latter part of the fourth  quarter,  our vision
               for fiscal 2002. Clear us up a little bit more.


                                    Exhibit 2




                                                                            PR21
                                                              Host: Glenn Wiener
                                                September 26, 2001/9:00 a.m. CDT
                                                                         Page 26

M. Dolan       Great.  Thanks.  I really appreciate it.

Moderator      Thank you.  Speakers,  we have no further  questions in
               queue. Please continue.

J. Shalam      Thank you very much. We appreciate you joining us today
               for this conference and we wish you all well. Thank you.

Moderator      Thank you.  Ladies and gentlemen,  this conference will
               be  available  for replay  after today at 1:30 p.m.  eastern time
               through Wednesday,  October 3rd at midnight eastern time. You may
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               participants dial 320-365-3844.

               That concludes our conference call for today.  Thank you for your
               participation  and for using AT&T Executive  Teleconference.  You
               may now disconnect.

                                    Exhibit 2