- --------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    --------
                                    FORM 10-Q

(MARK ONE)
             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 2000
                                       OR
             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                 FOR THE TRANSITION PERIOD FROM __________ TO __________

                          Commission File No. 33-9875

                                -----------------
                             BOSTON ACOUSTICS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

      MASSACHUSETTS                                              04-2662473
(STATE OR OTHER JURISDICTION                                  (I.R.S. EMPLOYER
    OF INCORPORATION OR                                      IDENTIFICATION NO.)
       ORGANIZATION)

300 JUBILEE DRIVE
PEABODY, MASSACHUSETTS                                             01960
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                         (ZIP CODE)


                                 (978) 538-5000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                     Yes [x]   No [ ]

There were 5,102,914 shares of Common Stock issued and 4,930,414 shares
outstanding as of February 9, 2001.
- --------------------------------------------------------------------------




                             Boston Acoustics, Inc.

                                      INDEX


                                                                           PAGE
                                                                           ----

Part I: Financial Information

     Item 1. Financial Statements (Unaudited)

             Consolidated Balance Sheets
             March 25, 2000 and December 30, 2000                             4

             Consolidated Statements of Income
             Three months and Nine Months ended December 25, 1999
             and December 30, 2000                                            6

             Consolidated Statements of Cash Flows
             Nine Months ended December 25, 1999 and
             December 30, 2000                                                7

             Notes to Unaudited Consolidated Financial Statements             8

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations                             11


Part II:     Other Information

             Items 1 through 6                                               14

             Signatures                                                      15



                                       2





                          PART I: FINANCIAL INFORMATION

                          Item 1: Financial Statements




                                       3



                     Boston Acoustics, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (Unaudited)


                                     ASSETS



                                              MARCH 25, 2000   DECEMBER 30, 2000
                                              --------------   -----------------
                                                            
Current Assets:

  Cash and cash equivalents                      $ 1,506,741       $ 1,925,532
  Accounts receivable, net of reserves of
    approximately $345,000
    and $471,000, respectively                    12,632,632        17,020,667
  Inventories                                     19,333,515        31,100,166
  Deferred income taxes                            1,545,000         1,545,000
  Prepaid expenses and other current assets        1,151,536           891,024
                                                 -----------       -----------

      Total current assets                        36,169,424        52,482,389
                                                 -----------       -----------

Property and Equipment, at cost:

  Land                                             1,815,755         1,815,755
  Building and improvements                        7,925,701         8,821,176
  Machinery and equipment                         13,517,432        14,712,852
  Office equipment and furniture                   4,131,718         4,660,474
  Motor vehicles                                     259,319           271,197
                                                 -----------       -----------
                                                  27,649,925        30,281,454
  Less-accumulated depreciation
    and amortization                              12,035,891        14,570,992
                                                 -----------       -----------

                                                  15,614,034        15,710,462
                                                 -----------       -----------

Other Assets                                       1,080,569         1,206,820
                                                 -----------       -----------



                                                 $52,864,027       $69,399,671
                                                 ===========       ===========


The accompanying notes are an integral part of these consolidated financial
statements.


                                       4




                     Boston Acoustics, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                   (Unaudited)


                      LIABILITIES AND SHAREHOLDERS' EQUITY



                                              MARCH 25, 2000   DECEMBER 30, 2000
                                              --------------   -----------------
                                                            
Current Liabilities:

Accounts payable                                $ 6,002,158        $11,599,383
Accrued payroll and payroll-
  related expenses                                2,148,272          1,916,704
Dividends payable                                   417,201            418,701
Other accrued expenses                            1,171,200          1,429,469
Current maturity of line of credit                1,602,287          1,509,634
                                                -----------        -----------




     Total current liabilities                   11,341,118         16,873,891
                                                -----------        -----------

Line of credit, net of current portion            4,850,000         11,600,000
                                                -----------        -----------

Commitments

Shareholders' Equity:

Common stock, $.01 par value
  Authorized -- 8,000,000 shares
  Issued -- 5,080,764 and 5,102,914 shares at
    March 25, 2000 and
    December 30, 2000, respectively                  50,807             51,029
Additional paid-in capital                          918,534          1,206,262
Retained earnings                                38,131,912         42,096,833
                                                -----------        -----------
                                                 39,101,253         43,354,124
Less--Treasury stock, 172,500 shares, at cost     2,428,344          2,428,344
                                                -----------        -----------

     Total shareholders' equity                  36,672,909         40,925,780
                                                -----------        -----------

                                                $52,864,027        $69,399,671
                                                ===========        ===========



The accompanying notes are an integral part of these consolidated financial
statements.


                                       5





                     Boston Acoustics, Inc. and Subsidiaries
                        Consolidated Statements of Income
                                   (Unaudited)



                                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                                 ------------------              ------------------
                                             December 25,   December 30,     December 25,   December 30,
                                                 1999          2000             1999           2000
                                              (13 WEEKS)     (13 WEEKS)       (39 WEEKS)     (40 WEEKS)
                                             ------------   ------------     ------------   ------------

                                                                                
Net sales                                     $30,567,062    $33,682,164      $81,091,896    $91,089,338

Cost of goods sold                             20,158,335     24,152,821       55,005,437     64,584,992
                                              -----------    -----------      -----------    -----------
  Gross profit                                 10,408,727      9,529,343       26,086,459     26,504,346
                                              -----------    -----------      -----------    -----------
Selling and
  marketing expenses                            3,003,881      3,663,246        8,219,810      9,732,302

General and
  administrative expenses                       1,207,442      1,522,588        3,603,966      4,015,436

Engineering and
  development expenses                          1,478,941      1,233,136        4,643,589      4,013,480
                                              -----------    -----------      -----------    -----------

    Total operating expenses                    5,690,264      6,418,970       16,467,365     17,761,218
                                              -----------    -----------      -----------    -----------

    Income from operations                      4,718,463      3,110,373        9,619,094      8,743,128

Interest income                                    18,821         26,649           65,467         66,269
Interest expense                                 (173,353)      (207,374)        (546,599)      (459,373)
                                              -----------    -----------      -----------    -----------

  Income before provision
    for income taxes                            4,563,931      2,929,648        9,137,962      8,350,024

Provision for income taxes                      1,764,000      1,099,000        3,526,000      3,132,000
                                              -----------    -----------      -----------    -----------

  Net income                                  $ 2,799,931    $ 1,830,648      $ 5,611,962    $ 5,218,024
                                              ===========    ===========      ===========    ===========

Net income per share
  Basic                                       $       .55    $       .37      $      1.11    $      1.06
                                              ===========    ===========      ===========    ===========
  Diluted                                     $       .51    $       .36      $      1.05    $      1.05
                                              ===========    ===========      ===========    ===========

Weighted average common shares outstanding

  Basic                                         5,048,868      4,918,471        5,042,091      4,911,568
  Diluted                                       5,448,015      5,017,045        5,339,945      4,950,456

Dividends per share                           $      .085    $      .085      $      .255    $      .255
                                              ===========    ===========      ===========    ===========


The accompanying notes are an integral part of these consolidated financial
statements.



                                       6



                     Boston Acoustics, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)



                                                                        NINE MONTHS ENDED
                                                                        -----------------
                                                             DECEMBER 25, 1999   DECEMBER 30, 2000
                                                             -----------------   -----------------
                                                                             
Cash flows from operating activities:
  Net income                                                    $  5,611,962       $  5,218,024
Adjustments to reconcile net income to net cash
    provided by (used in) operating activities-
  Depreciation and amortization                                    2,192,365          2,538,116
  Changes in assets and liabilities, net of acquisition --
  Accounts receivable                                             (4,630,960)        (4,388,035)
  Inventories                                                      2,716,184        (11,766,651)
  Prepaid expenses and other current assets                         (604,002)           260,512
  Accounts payable                                                 4,723,336          5,597,225
  Accrued payroll and other accrued expenses                         888,448             26,701
  Accrued income taxes                                              (357,571)               ---
                                                                -------------      ------------
         Net cash provided by (used in) operating activities      10,539,762         (2,514,108)
                                                                -------------      ------------

Cash flows from investing activities:
  Purchases of property and equipment, net                        (2,745,903)        (2,631,529)
  Increase in other assets                                          (239,824)          (129,266)
                                                                -------------      ------------
    Net cash used in investing activities                         (2,985,727)        (2,760,795)
                                                                -------------      ------------
Cash flows from financing activities:
  Dividends paid                                                  (1,284,546)        (1,251,603)
  Purchase of treasury stock                                      (1,277,719)               ---
  Proceeds from line of credit                                           ---          8,500,000
  Repayments of line of credit                                    (5,438,795)        (1,842,653)
  Proceeds from exercise of stock options                            146,167            287,950
                                                                -------------      ------------
Net cash provided by (used in) financing activities               (7,854,893)         5,693,694
                                                                -------------      ------------

Increase (Decrease) in cash and cash equivalents                    (300,858)           418,791

Cash and cash equivalents, beginning of period                     2,096,246          1,506,741
                                                                -------------      ------------
Cash and cash equivalents, end of period                        $  1,795,388       $  1,925,532
                                                                -------------      ------------
Supplemental Disclosure of NonCash Financing Activities:
  Dividends payable                                             $    424,342       $    418,701
                                                                -------------      ------------
Supplemental Disclosure of Cash Flow Information:
  Cash paid for income taxes                                    $  4,259,871       $  2,684,500
                                                                -------------      ------------
  Cash paid for interest                                        $    531,446       $    447,321
                                                                =============      ============




The accompanying notes are an integral part of these consolidated financial
statements.



                                       7







                     Boston Acoustics, Inc. and Subsidiaries
              Notes to Unaudited Consolidated Financial Statements

(1) Basis of Presentation

     The unaudited consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission and include, in the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of interim period results. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes, however,
that its disclosures are adequate to make the information presented not
misleading. The results for the three and nine-month periods ended December 30,
2000 are not necessarily indicative of results to be expected for the full
fiscal year. These financial statements should be read in conjunction with the
Company's Annual Report included in its Form 10-K for fiscal year ended March
25, 2000.

(2) Inventories

     Inventories are stated at the lower of cost (first-in, first-out) or market
and consist of the following:



                                             MARCH 25, 2000   DECEMBER 30, 2000
                                             --------------   -----------------
                                                            
     Raw materials and work-in-process        $10,547,363         $11,384,627
     Finished goods                             8,786,152          19,715,539
                                              -----------         -----------
                                              $19,333,515         $31,100,166
                                              ===========         ===========


     Work-in-process and finished goods inventories consist of materials, labor
and manufacturing overhead.

(3) Net Income Per Common Share

     Basic EPS is computed by dividing net income by the weighted average
number of common shares outstanding for the period. Diluted EPS reflects the
potential dilution from common stock equivalents (stock options). For the
three-month period ended December 30, 2000, there were 81,334 stock options,
and for the nine-month period there were 219,897 stock options that have been
excluded from the weighted average number of common and dilutive shares
outstanding as their effect would be anti-dilutive. For the three-month
period ended December 25, 1999, there were 361,917 stock options, and for the
nine-month period there were 212,768 stock options that have been excluded
from the weighted average number of common and dilutive shares outstanding as
their effect would be anti-dilutive.


                                       8



A reconciliation of the number of shares used in the calculation of basic and
diluted net income per share, is as follows:



                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                 ------------------               -----------------
                             December 25,   December 30,     December 25,   December 30,
                                1999           2000             1999           2000
                             ------------   ------------     ------------   ------------
                                                                

Weighted
  average common
  shares outstanding            5,048,868      4,918,471        5,042,091      4,911,568

Dilutive effect of
  assumed exercise of
  stock options and warrant      399,147          98,574          297,854         38,888
                              -----------    -----------      -----------     -----------

Weighted average
  common shares
  outstanding assuming
  dilution                     5,448,015       5,017,045        5,339,945       4,950,456
                              ===========    ===========      ===========     ===========


(4) Segment Reporting

     The Company has two reportable segments: 1) Core, and 2) Original Equipment
Manufacturer (OEM) and Multimedia.

     The accounting policies of the segments are the same as those described in
the summary of significant accounting policies. The Company does not allocate
operating expenses between its two reportable segments. Accordingly, the
Company's measure of profit for each reportable segment is based on gross
profit.



THREE MONTHS ENDED DECEMBER 30, 2000
- ------------------------------------
                                                            OEM and
  FISCAL 2001                                CORE          MULTIMEDIA         TOTAL
  -----------                                ----          ----------         -----
                                                                  

    Net Sales                            $16,649,964       $17,032,200     $33,682,164
                                         ===========       ===========     ===========

    Gross profit                         $ 5,462,352       $ 4,066,991     $ 9,529,343
                                         ===========       ===========     ===========




THREE MONTHS ENDED DECEMBER 25, 1999
- ------------------------------------

                                                            OEM and
  FISCAL 2000                                CORE          MULTIMEDIA         TOTAL
  -----------                                ----          ----------         -----
                                                                 
    Net Sales                            $17,868,003       $12,699,059     $30,567,062
                                         ===========       ===========     ===========

    Gross profit                         $ 7,606,264       $ 2,802,463     $10,408,727
                                         ===========       ===========     ===========



                                       9





NINE MONTHS ENDED DECEMBER 30, 2000
- -----------------------------------
                                                            OEM and
  FISCAL 2001                                CORE          MULTIMEDIA         TOTAL
  -----------                                ----          ----------         -----
                                                                 
    Net Sales                            $45,607,684       $45,481,654     $91,089,338
                                         ===========       ===========     ===========

    Gross profit                         $15,779,446       $10,724,900     $26,504,346
                                         ===========       ===========     ===========




NINE MONTHS ENDED DECEMBER 25, 1999
- -----------------------------------

                                                            OEM and
  FISCAL 2000                                CORE          MULTIMEDIA         TOTAL
  -----------                                ----          ----------         -----
                                                                 
    Net Sales                            $44,434,630       $36,657,266     $81,091,896
                                         ===========       ===========     ===========

    Gross profit                         $17,705,657       $ 8,380,802     $26,086,459
                                         ===========       ===========     ===========


(5) Significant Customers

     For the three-month periods ended December 30, 2000 and December 25,
1999, two customers represented approximately 60% and 52% of the Company's
net sales, respectively. The same two customers accounted for approximately
57% and 54% of the net sales for the nine months ended December 30, 2000 and
December 25, 1999 respectively.

(6) International Operations

     The Company maintains sales concentrations in Europe, Asia, and Canada in
addition to distributing product through two foreign subsidiaries. Export sales
accounted for approximately 20% and 16% of sales for the three-month periods
ended December 30, 2000 and December 25, 1999, respectively. For the nine-month
periods ended December 30, 2000 and December 25, 1999, export sales accounted
for 17% and 16%, respectively.

(7) Recent Accounting Pronouncements

     In June 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 establishes accounting and
reporting disclosure standards for derivative instruments including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives) and for hedging activities. SFAS No. 133, as amended by SFAS No.
137, Accounting for Derivative Instruments and Hedging Activities -- Deferral of
the Effective Date of FASB Statement No. 133, is effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The Company does not
expect adoption of this statement to have a material impact on its consolidated
financial position or results of operations.

     The Securities and Exchange Commission issued Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition, in December 1999. The adoption of SAB No.
101 did not have a material impact on the Company's operating results.

     In March 2000, the FASB issued Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation -- an Interpretation of APB
Opinion No. 25 in certain situations, as defined. The Interpretation is
effective July 1, 2000, but covers certain events during the period after
December 15, 1998 but before the effective date. The adoption of this
interpretation did not have any effect on the accompanying financial
statements.


                                       10




MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS

Results of Operations

The following table sets forth the results of operations for the three-month and
nine-month periods ended December 25, 1999 and December 30, 2000 expressed as
percentages of net sales.



                                 THREE MONTHS ENDED               NINE MONTHS ENDED
                                 ------------------               -----------------
                             December 25,   December 30,     December 25,   December 30,
                                1999           2000             1999           2000
                              (13 WEEKS)     (13 WEEKS)       (39 WEEKS)      (40 WEEKS)
                             ------------   ------------     ------------   ------------
                                                                

Net sales                      100.0%         100.0%           100.0%         100.0%

Cost of goods sold              65.9           71.7             67.8           70.9
                               ------         ------           ------         ------
  Gross profit                  34.1           28.3             32.2           29.1
                               ------         ------           ------         ------
Selling and marketing
     Expenses                    9.8           10.9             10.1           10.7

General & administrative
     Expense                     4.0            4.5              4.5            4.4

Engineering & development
     Expenses                    4.8            3.7              5.7            4.4
                               ------         ------           ------         ------
                                18.6           19.1             20.3           19.5
                               ------         ------           ------         ------
  Income from operations        15.5            9.2             11.9            9.6

Interest income (expense), net  (0.6)          (0.5)            (0.6)          (0.4)
                               ------         ------           ------         ------

  Income before provision for
  income taxes                  14.9            8.7             11.3            9.2

Provision for income taxes       5.8            3.3              4.4            3.5
                               ------         ------           ------         ------
  Net income                     9.1%           5.4%             6.9%           5.7%
                               ======         ======           ======         ======


Net sales for the third quarter increased 10%, from approximately $30,567,000
last year to approximately $33,682,000 for the current fiscal period. For the
nine-month period ended December 30, 2000, net sales increased 12% from
approximately $81,092,000 during Fiscal 2000 to approximately $91,089,000.
The nine-month period ended December 30, 2000 includes 40 weeks of sales and
earnings compared to 39 weeks for the corresponding nine-month period last
fiscal year. The sales increase for the three-month period ended December 30,
2000 was the result of increased sales in the OEM and Multimedia segment
which offset a decrease in the Core business segment compared to the same
period a year ago. The Core business was impacted during December 2000 from
the slowdown in U.S. retail sales, and while the OEM/Multimedia sales
increased, the increase was below original expectations. The increased sales
of the


                                       11




OEM and Multimedia segment resulted primarily from sales of the BA265 two-piece
speaker system introduced in June of the first quarter of Fiscal 2001 and
available only through our OEM customer, Gateway, Inc. ("Gateway"). The Core
business included the replacement of the CX line of car speakers with the
introduction of the FX Series. The new FX Series includes nine models ranging
from $69.95 per pair to $139.95 per pair MSRP.

The Company's gross margin for the three-month and nine-month periods ended
December 30, 2000 decreased as a percentage of net sales as compared to
corresponding periods in the prior fiscal year due primarily to
increased production expenses including those associated with the Company's
efforts to complete the fulfillment of back orders experienced during the first
quarter of Fiscal 2001. These expenses included the hiring of temporary contract
labor, as well as increased overtime expenses. In addition, the Company
experienced higher scrap, freight, rework and warehousing costs as compared to
the same periods a year ago. The Company has now implemented changes to improve
production efficiency by eliminating temporary contract labor, reducing our work
force and minimizing overtime expenses. Gross margins were also negatively
impacted by the sales mix as the OEM/Multimedia segment of sales, which have
lower gross margins, represented a larger portion of total net sales in
Fiscal 2001 as compared to Fiscal 2000.

Total operating expenses increased in absolute dollars during both the
three-month and nine-month periods ended December 30, 2000. Selling and
marketing expenses have increased in absolute dollars primarily due to
increased salaries and benefits relating to additional personnel and
increased advertising costs relating to both the Core and Multimedia retail
segments. The increase in absolute dollars of general and administrative
expenses for both the three-month and nine-month period ended December 30,
2000 can be attributed to increased payroll related costs and additional
insurance costs. Engineering and development expenses for the three-month and
nine-month periods ended December 30, 2000 have decreased in both absolute
dollars and as a percentage of net sales due primarily to lower
payroll-related costs, consulting fees and reduced expenses relating to
outside services as compared to the same periods a year ago.

Net interest expense has increased in absolute dollars during the three-month
period ended December 30, 2000 compared to the corresponding period a year ago
due to an increase in the Company's line of credit borrowings resulting from the
increased inventory levels during the quarter. During the nine-month comparative
period net interest expense has remained relatively stable as a percentage of
net sales.

The Company's effective income tax rate decreased to 37.5% for the three-month
and nine-month periods ended December 30, 2000 compared to 38.6% for the same
periods a year ago due to lower state income taxes, and a larger percentage of
international sales.

Net income for the third quarter decreased from approximately $2,800,000 in
Fiscal 2000 to approximately $1,831,000 in Fiscal 2001 while diluted earnings
per share decreased from $.51 to $.36 per share. Net income for the nine-month
period ended December 30, 2000 decreased from approximately $5,612,000 in Fiscal
2000 to approximately $5,218,000 in Fiscal 2001, while diluted earnings per
share for both nine-month periods remained unchanged at $1.05 per share. The
decrease in net income for the three and nine-month periods ended December 30,
2000 is primarily the result of the increase in production related expenses
during the three-month period ended December 30, 2000 resulting in an increase
in cost of goods sold.

Liquidity and Capital Resources

During the first nine months of Fiscal 2001, the Company financed its growth
principally with net proceeds of approximately $6,657,000 from the Company's
revolving line of credit. As of December 30, 2000 the Company's working capital
was approximately $35,608,000, an increase of approximately $10,780,000 since
the end of Fiscal 2000. The increase in working capital was primarily due to
increases in inventory and accounts receivable that were partially offset by
increased accounts payable balances. The Company's cash and cash equivalents
were approximately $1,926,000 at December 30, 2000, an increase of approximately
$419,000 from March 25, 2000 primarily due to increased borrowings from the line
of credit. The Company's increased inventory levels were the consequences of
disappointing sales in both the Core and OEM segments of the business: $2.2
million of additional Core finished goods and $8.9 million



                                       12




of additional Multimedia products. The Company's increased accounts receivable
balance is mainly the result of the timing of payments by certain larger
customers, which were subsequently received after December 30, 2000. Current
liabilities increased by approximately $5,500,000 primarily as a result of
increased accounts payable related to inventory purchases and other accrued
expenses. Long term debt increased by $6,750,000 as a result of borrowings under
the Company's line of credit. The Company has two lines of credit with two
banking institutions totaling $26,500,000. The increase in borrowings is
primarily the result of a temporary increase in accounts receivable and
inventory as of December 30, 2000.

The Company believes that its current resources are adequate to meet its
requirements for working capital and capital expenditures for the foreseeable
future.

Significant Customers

The Company's financial results for the three-month and nine-month periods ended
December 30, 2000 include significant OEM sales of multimedia speaker systems to
Gateway. The terms of these sales are governed by a Master Supply Agreement
between Gateway and the Company dated July 19, 1999, which defines such issues
as ordering and invoicing procedures, shipping charges, warranties, repair
service support, product safety requirements, etc. This Master Supply Agreement
with Gateway does not contain minimum or scheduled purchase requirements;
therefore, purchase orders by Gateway may fluctuate significantly from quarter
to quarter.

Based on information currently available from our OEM customer, the Company
anticipates that our OEM sales will be flat for the quarter ending March 31,
2001 as compared to the quarter ended March 25, 2000. The loss of Gateway as a
customer or any significant portion of orders from Gateway could have a material
adverse affect on the Company's business, results of operations and financial
condition. In addition, the Company also could be materially adversely affected
by any substantial work stoppage or interruption of production at Gateway or if
Gateway were to reduce or cease conducting operations.

Cautionary Statements

The Private Securities Litigation Reform Act of 1995 contains certain safe
harbors regarding forward-looking statements. From time to time, information
provided by the Company or statements made by its directors, officers, or
employees may contain "forward-looking" information which involve risk and
uncertainties. Any statements in this report that are not statements of
historical fact are forward-looking statements (including, but not limited to,
statements concerning the characteristics and growth of the Company's market and
customers, the Company's objectives and plans for future operations, and the
Company's expected liquidity and capital resources. Such forward-looking
statements are based on a number of assumptions and involve a number of risks
and uncertainties, and accordingly, actual results could differ materially.
Factors that may cause such differences include, but are not limited to: the
continued and future acceptance of the Company's products, the rate of growth in
the audio industry; the presence of competitors with greater technical marketing
and financial resources; the Company's ability to promptly and effectively
respond to technological change to meet evolving consumer demands; capacity and
supply constraints or difficulties; and the Company's ability to successfully
integrate new operations. The words "believe," "expect," "anticipate," "intend"
and "plan" and similar expressions identify forward-looking statements. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made. For a further discussion
of these and other significant factors to consider in connection with
forward-looking statements concerning the Company, reference is made to Exhibit
99 of the Company's Form 8-K filed on July 18, 1996.



                                       13



                           PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

        None

Item 2. CHANGES IN SECURITIES

        None

Item 3. DEFAULTS UPON SENIOR SECURITIES

        None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

Item 5. OTHER INFORMATION

        None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

        No reports on Form 8-K were filed during the quarter ended
December 30, 2000.



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                                   SIGNATURES

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



                                       BOSTON ACOUSTICS, INC.
                                       Registrant




Date:  February 9, 2001                By: /S/ANDREW G. KOTSATOS
                                          -----------------------
                                           Andrew G. Kotsatos
                                           Director, Chief Executive Officer
                                           and Treasurer




Date:  February 9, 2001                By: /S/MOSES A. GABBAY
                                          -----------------------
                                          Moses A. Gabbay
                                          Director, President and
                                          Chief Operating Officer




Date:  February 9, 2001                By: /S/DEBRA A. RICKER-ROSATO
                                          --------------------------
                                           Debra A. Ricker-Rosato
                                           Vice President and
                                           Chief Accounting Officer




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