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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-K

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED MARCH 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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)

(508) 538-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

None.

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

6,000,000 shares of Common Stock ($.01 Par Value)
(Title of Class)

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 [ ]

Indicate by check mark if the disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant was $50,999,970 as of June 14, 1996.

There were 4,364,301 shares of Common Stock issued and outstanding as of June
14, 1996.
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DOCUMENTS INCORPORATED BY REFERENCE

(1) Registrant's Annual Report to Stockholders for the fiscal year ended
March 30, 1996 (Items 5, 6, 7, 8 and 14 (a)(1))
(2) Proxy Statement for Registrant's Annual Meeting of Stockholders to be
held on August 13, 1996 (Items 10, 11, 12 and 13)

BOSTON ACOUSTICS, INC.

Securities and Exchange Commission
Item Number and Description Page
- ----------------------------------- ----

PART I

ITEM 1. Business 1

ITEM 2. Properties 7

ITEM 3. Legal Proceedings 7

ITEM 4. Submission of Matters to a Vote of Security Holders 7

PART II

ITEM 5. Market for Registrant's Common Equity
and Related Stockholder Matters 8

ITEM 6. Selected Financial Data 8

ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8

ITEM 8. Financial Statements and Supplementary Data 8

ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8

PART III

ITEM 10. Directors and Executive Officers of the Registrant 9

ITEM 11. Executive Compensation 9

ITEM 12. Security Ownership of Certain Beneficial
Owners and Management 9

ITEM 13. Certain Relationships and Related Transactions 9

PART IV

ITEM 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K 10

SIGNATURES 12

INDEX TO FINANCIAL STATEMENT SCHEDULES F-1

Inasmuch as the calculation of shares of the registrant's voting stock held
by non-affiliates requires a calculation of the number of shares held by
affiliates, such figure, as shown on the cover page hereof, represents the
registrant's best good faith estimate for purposes of this annual report on
Form 10-K, and the registrant disclaims that such figure is binding for any
other purpose. The aggregate market value of Common Stock indicated is based
upon $23.00, the price at which the Common Stock was last sold on June 14,
1996 as reported by The Nasdaq Stock Market. All outstanding shares
beneficially owned by executive officers and directors of the registrant or
by any shareholder beneficially owning more than 10% of registrant's Common
Stock, as disclosed herein, were considered for purposes of this disclosure
to be held by affiliates.

-i-

PART I

ITEM 1. BUSINESS

Boston Acoustics, Inc. ("the Company") engineers, manufactures and markets
moderately-priced, high-quality loudspeaker systems for use in home audio and
video entertainment systems and in after-market automotive audio systems.
The Company believes that its products deliver better sound quality than
other comparably priced loudspeaker systems. Most of the Company's products
are assembled by the Company from purchased components, although certain
automotive speakers are manufactured by others according to Company
specifications. All of the Company's products and subassemblies, including
those supplied by outside sources, have been designed by the Company's
engineering department. Boston Acoustics' speakers are marketed nationwide
through selected audio and audio-video specialty dealers and through
distributors in certain foreign countries.

The Company was organized as a Massachusetts corporation in 1979 by Francis
L. Reed and Andrew G. Kotsatos. Its principal executive offices and
manufacturing facilities are located at 300 Jubilee Drive, Peabody,
Massachusetts.

PRODUCTS

The Company operates in one business industry segment and has four distinct
product lines as discussed below.

The Home Loudspeaker line consists of five bookshelf models currently ranging
in price from $150 to $420 per pair, three floor-standing systems currently
priced from $550 to $1400 per pair, two three-piece subwoofer/satellite
systems currently priced at $500 and $750 per system, and three powered
subwoofers priced at $400, $600 and $1200. Additional products for the home
theater market include four different center-channel speakers currently
ranging in price from $130 to $400 each. The Company also produces
magnetically shielded versions of several models and produces three
indoor/outdoor speaker systems (Voyager-Registered Trademark-,
Runabout-Registered Trademark- I, and Runabout-Registered Trademark- II)
currently priced from $200 to $400 per pair. The Company also produces a
complete THX-Registered Trademark- Home Theater speaker system priced at
$2,400.

The Lynnfield Series is a line of premium performance home loudspeaker
systems consisting of three models. The first two models, the 300LII and the
500LII were originally introduced during fiscal 1993, while the 400L was
introduced during fiscal 1994. The three models are currently priced from
$1,800 to $5,000 per pair dependent on the size and finish.

The Designer Series line is a collection of speaker systems engineered for
flush mounting in the walls or ceilings of homes, businesses and recreational
vehicles. There are six models in the Designer Series line with prices
currently ranging from $130 to $500 per pair.

The Company has 30 models of automotive speakers with prices currently
ranging from $60 to $650 per pair. The automotive line includes high-quality
full-range replacement speakers, sophisticated component systems, and
subwoofers. The component systems permit flexible speaker placement and
provide sound rivaling that of fine home speakers. The automotive line
includes the CX Series, the 700 Series of plate speakers, the Boston
Rally-TM- RC Series of component speakers, the Boston Rally-TM- RX Coaxial
Series, the Boston Rally-TM- RS Subwoofers, and the premium performance
ProSeries Speaker Systems.

NEW PRODUCTS

During fiscal 1996 the Company added a number of new products, described
below, to supplement or replace those products which have matured, to
increase penetration of current markets, and to gain footholds in new markets.

During fiscal 1996 the Company introduced additional home theater components
to the successful Lynnfield VR line of products, including the VR10 center
channel, VRS Pro diffuse-field surrounds, and the VR2000 powered subwoofer,
with suggested retail prices of $300, $500, and $1200 respectively.

During fiscal 1996 the Company supplemented its Compact Reference (CR) Series
with the CR2 center channel at $200 and the CR400 powered subwoofer at $400.

The Company also introduced the Boston Rally-TM- RS subwoofers in fiscal 1996
with six models priced from $200 to $260 per pair. Boston Rally subwoofers
are designed to play loud and low in compact enclosures.

The Company introduced a new line of water-resistant Designer Series in-wall
speakers. The 351, 361 and 381 replace the 350, 360II and 380, and are
priced at $300, $400, and $500 per pair, respectively.

ENGINEERING AND DEVELOPMENT

The Company's engineering and development department is actively engaged in
the development of new products and manufacturing processes, the improvement
of existing products and the research of new materials for use in the
Company's products. The Company has designed all of its products and
subassemblies, including those supplied by outside sources.

The Company's engineering and development staff includes 31 full-time
employees and one outside consultant. During fiscal years 1996, 1995 and
1994 the Company spent approximately $2,497,000, $2,046,000, and $1,734,000,
respectively, for engineering and development.

MARKETING

The Company employs 16 salespersons and retains 5 manufacturer's
representatives who service the Company's dealer network. Boston Acoustics'
loudspeaker systems are distributed in the United States and Canada through
approximately 319 selected home dealers (some of whom have multiple outlets)
which are typically audio or audio-video specialty retailers. The Company
sells its automotive products through approximately 296 dealers located in
the United States and Canada including automotive sound specialty retailers
and many of the Company's home audio dealers. The Company's Designer Series
speakers are sold by many of its home audio dealers. The Company's dealers
usually stock and sell a broad variety of audio components including, in most
cases, competing loudspeaker lines. The Company seeks dealers who emphasize
quality products and who are knowledgeable about home and automotive
entertainment products. One dealer accounted for more than 10% of gross
sales during fiscal year 1996.

Boston Acoustics' product lines are also exported to dealers in Canada and
through exclusive distributors in certain foreign countries, primarily in
Western Europe and the Far East. Export sales accounted for approximately
22% of net sales in fiscal 1994, 22% in fiscal 1995, and 20% in fiscal 1996.
See also Note 6 to Consolidated Financial Statements incorporated herein by
reference, pursuant to Part II, Item 8.

The Company emphasizes the high performance-to-price ratio of its speakers in
its advertising and promotion. Boston Acoustics believes that specialty
retailers can be effective in introducing retail customers to the high dollar
value of the Company's products. The Company directly supports its dealer
network with a cooperative advertising program and by providing Company
prepared advertisements and detailed product literature. In addition, the
Company advertises in national magazines including STEREO REVIEW, AUDIO, CAR
AUDIO & ELECTRONICS, CAR STEREO REVIEW, VIDEO, and STEREOPHILE'S GUIDE TO
HOME THEATER. During fiscal 1996 the Company spent approximately $1,773,000
(3.8% of net sales) for advertising.

COMPETITION

The Company competes primarily on the basis of performance, price and the
strength of its dealer organization.

The market for branded loudspeaker systems is served by many manufacturers,
both foreign and domestic. Many products are available over a broad price
range, and the market is highly fragmented and competitive. The Company
distributes its products primarily through specialty retailers where it
competes directly for space with other branded speaker manufacturers.
Loudspeaker systems produced by many of the Company's competitors can be
purchased by consumers through mass merchandisers, department stores,
mail-order merchants, and catalogue showrooms. The Company believes it is
more advantageous to distribute through specialty retailers who provide sales
support and service to consumers.

Boston Acoustics competes with a substantial number of branded speaker
manufacturers, including Bose Corporation, Infinity and JBL (divisions of
Harman International Industries), Advent (division of International Jensen,
Inc.), Polk Audio, Inc., and Klipsch and Associates, Inc. Some of these
competitors have greater technical and financial resources than the Company
and may have broader brand recognition than Boston Acoustics.

In addition to competition from branded loudspeaker manufacturers, the
Company's products compete indirectly with single name "rack systems". Rack
systems contain all the various components needed to form an audio system,
and are sold by Sony, Pioneer, Technics, Yamaha and many others. Rack
systems are generally sold through mass merchandisers and department stores,
although many of the Company's dealers also sell rack systems.

MANUFACTURING AND SUPPLIERS

Most of the Company's products are assembled by the Company from components
specially fabricated for the Company, although certain automotive speakers
are manufactured by others according to Company specifications.

The Company purchases materials and component parts from approximately 121
suppliers located in the United States, Canada, Western Europe and the Far
East. Although Boston Acoustics relies on single suppliers for certain parts,
the Company could, if necessary, develop multiple sources of supply for these
parts. The Company does not have long-term or exclusive purchase commitments
nor does the Company have written agreements with any of its inventory
suppliers. No supplier accounted for more than 10% of the Company's purchases
during fiscal year 1996.

SEASONALITY AND CONSUMER DISCRETION

The home and automotive audio markets are both somewhat seasonal, with a
majority of home speaker retail sales normally occurring in the period
October through March and a majority of automotive speaker retail sales
normally occurring in the period April through October.

The Company's sales and earnings can also be affected by changes in the
general economy since purchases of home entertainment and automotive audio
products, including loudspeakers, are discretionary for consumers.

PATENTS AND TRADEMARKS

Boston Acoustics holds two United States patents which relate to certain
automotive speaker assemblies and cabinet design. The Company also has
several registered trademarks including Boston-Registered Trademark-, Boston
Acoustics-Registered Trademark-, Varimount-Registered Trademark-,
Magnaguard-Registered Trademark-, PowerVent-Registered Trademark-,
Tempo-Registered Trademark-, Voyager-Registered Trademark-, and
Runabout-Registered Trademark-. The Company believes that its growth,
competitive position and success in the marketplace are more dependent on its
technical and marketing skills and expertise than upon the ownership of
patent and trademark rights. There can be no assurance that any patent or
trademark would ultimately be proven valid if challenged.

BACKLOG

The Company currently has no significant backlog. The Company's policy is to
maintain sufficient inventories of finished goods to fill all orders within
two business days of receipt.

WARRANTIES

Boston Acoustics warrants its home speakers to be free from defects in
materials and workmanship for a period of five years, its Designer Series
speakers for a period of one year and its automotive speakers for one year.
Warranty costs during fiscal 1996 were not significant.

EMPLOYEES

As of June 14, 1996, the Company had 212 full-time employees who were engaged
as follows: 135 in production and materials management; 31 in engineering
and development; 29 in marketing and sales support; and 17 in administration.

None of the Company's employees are represented by a collective bargaining
agreement and the Company believes that its relations with its employees are
satisfactory.

PENDING ACQUISITION

The Company has signed a letter of intent to purchase the business of Snell
Acoustics, Inc., a Massachusetts based manufacturer of home entertainment
loudspeaker systems. This purchase is currently scheduled to close in late
June 1996.

EXECUTIVE OFFICERS OF THE REGISTRANT

There is incorporated herein by reference the information concerning Francis
L. Reed, who is Chairman of the Board, Chief Executive Officer and Treasurer
of the Company, and Andrew G. Kotsatos, who is President and Assistant Clerk
of the Company, from the Company's definitive Proxy Statement for its Annual
Meeting of Stockholders to be held on August 13, 1996, under the headings
"Proposal No. 1 -- Election of Directors", "Board of Directors", and "Certain
Transactions and Relationships". Information concerning the Company's other
executive officers as of June 14, 1996 is set forth below.

Name Age Title
- ---- --- -----

Robert A. Clark 64 Vice President - Manufacturing
Ira S. Friedman 36 Vice President - Marketing
Moses A. Gabbay 51 Vice President - Engineering
Paul F. Reed 32 Vice President - Administrative Services
Debra A. Ricker-Rosato 40 Vice President - Finance
Robert L. Spaner 35 Vice President - Sales

Robert A. Clark has served as Vice President - Manufacturing since August
1994. He joined the Company in 1987 as a manufacturing engineer. In 1993 he
became Director of Manufacturing. Mr. Clark previously held positions with
other audio manufacturers, including Precision Loudspeakers, Inc., Peerless
Audio Manufacturing and Bose Corporation. His last position at Precision
Loudspeakers, Inc. was Vice President - Manufacturing. He holds a B.A. in
Engineering and Manufacturing from Northeastern University.

Ira S. Friedman has served as Vice President - Marketing since February 1991.
He joined the Company in 1989 as Director of Marketing. In 1990 he became
Director of Marketing and Sales. Mr. Friedman was previously a marketing
consultant for various advertising agencies, including Vector Research and
Celltronics. He holds an MBA degree from Harvard Business School.

Moses A. Gabbay has been Vice President - Engineering since joining the
Company in 1981. Mr. Gabbay was previously Director of Engineering at Avid
Corporation and an acoustic engineer for Teledyne Acoustic Research.

Paul F. Reed was named Vice President - Administrative Services in May 1993.
He has been with the Company since its inception in 1979. From production
and shipping, Mr. Reed moved to sales in 1986 and, in 1989, became a Regional
Sales Manager. He was named Director of Administrative Services in 1990.

Debra A. Ricker-Rosato was named Vice President - Finance in May 1993. Prior
to joining the Company in October 1986 as Controller, Ms. Ricker-Rosato was
employed by Babco-Textron from 1975, a manufacturer of small aircraft engine
components. Her last position with Babco-Textron was that of Assistant
Controller. She holds an MSF degree from Bentley College.

Robert L. Spaner was named Vice President - Sales in May 1993. He joined the
Company in 1987 as a regional sales manager. In 1990 he became National
Sales Manager. Mr. Spaner was formerly employed by Kloss Video as Western
Regional Manager and worked six years in retail sales at Tweeter, Etc.

Each executive officer is elected for a term scheduled to expire at the
meeting of Directors following the Annual Meeting of Stockholders or until a
successor is duly chosen and qualified. There are no arrangements or
understandings pursuant to which any executive officer was or is to be
selected for election or reelection. There are no family relationships among
any Directors or executive officers, except that Francis L. Reed, a Director
and executive officer, and Dorothea T. Reed, a former Director, are husband
and wife, and Paul F. Reed, an executive officer, and Lisa M. Reed, a
director, are the son and daughter of Mr. and Mrs. Reed.

ITEM 2. PROPERTIES

During fiscal 1995 and 1996, the Company purchased a total of three parcels
of land totaling 11 acres for approximately $1.4 million. This land was used
to construct the Company's new principal executive offices and manufacturing
facilities at 300 Jubilee Drive, Peabody, Massachusetts. Construction of the
150,000 square foot building began in June 1995 with occupancy taking place
in February 1996.

Prior to February 1996, the Company leased all of the real properties used in
its business. The Company had leased its principal executive offices and
manufacturing facilities at 70 Broadway, Lynnfield, Massachusetts. The
102,400 square foot building was leased from an unrelated party under an
operating lease which expired in April 1996.

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings affecting the Company.

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

There were no matters submitted to a vote of shareholders during the fourth
quarter of fiscal 1996.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The information required by this item is incorporated by reference to the
section entitled "Stock Market Activity" on page 12 in the Registrant's 1996
Annual Report to Stockholders, which is filed herewith as Exhibit 13.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this item is incorporated by reference to the
section entitled "Selected Financial Data" on page 11 in the Registrant's
1996 Annual Report to Stockholders, which is filed herewith as Exhibit 13.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The information required by this item is incorporated by reference to the
section entitled "Management's Discussion and Analysis of Financial Condition
and Results of Operations" on pages 4 and 5 in the Registrant's 1996 Annual
Report to Stockholders, which is filed herewith as Exhibit 13.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this item is incorporated by reference to the
Consolidated Financial Statements at March 30, 1996 and notes thereto on
pages 6 through 10 in the Registrant's 1996 Annual Report to Stockholders,
which is filed herewith as Exhibit 13.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K and Instruction 3 to Item
401(b), the information required by this item concerning executive officers,
including certain information incorporated herein by reference to the
information appearing in the Company's definitive Proxy Statement for its
Annual Meeting of Stockholders to be held on August 13, 1996 concerning
Francis L. Reed, who is the Chairman of the Board, Treasurer and Chief
Executive Officer of the Company, and Andrew G. Kotsatos, who is President
and Assistant Clerk of the Company, is set forth in Part I, Item 1, hereof,
under the heading "Executive Officers of the Registrant" and information
concerning Directors, including Messrs. Reed and Kotsatos, is incorporated by
reference to the sections entitled "Proposal No. 1 -- Election of Directors",
"Compensation Interlocks and Insider Participation" and "Board of Directors"
in the Registrant's definitive Proxy Statement for its Annual Meeting of
Stockholders to be held August 13, 1996.

There is incorporated herein by reference to the discussion under "Compliance
with Section 16(a) of the Securities Exchange Act of 1934" in the Company's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 1996 the information with respect to delinquent filings of reports
pursuant to Section 16(a) of the Securities Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the
sections entitled "Executive Compensation" in the Registrant's definitive
Proxy Statement for its Annual Meeting of Stockholders to be held August 13,
1996.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The information required by this item is incorporated by reference to the
section entitled "Principal and Management Stockholders" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 1996.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the
section entitled "Certain Relationships and Transactions" in the Registrant's
definitive Proxy Statement for its Annual Meeting of Stockholders to be held
August 13, 1996.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.

(a) The following documents are included as part of this report:

(1) FINANCIAL STATEMENTS

The following consolidated financial statements are incorporated by
reference to the Registrant's 1996 Annual Report to Stockholders:

Report of Independent Public Accountants.

Consolidated Balance Sheets as of March 30, 1996 and March 25, 1995.

Consolidated Statements of Income for the three years ended March 30,
1996.

Consolidated Statements of Shareholders' Equity for the three years
ended March 30, 1996.

Consolidated Statements of Cash Flows for the three years ended March
30, 1996.

Notes to Consolidated Financial Statements.

(2) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are filed as part of this
report and should be read in conjunction with the consolidated financial
statements:

Report of Independent Public Accountants on Schedules

Schedule II -- Valuation and Qualifying Accounts

Other financial schedules have been omitted because they are not
required or because the required information is given in the
Consolidated Financial Statements or notes thereto.

(3) LISTING OF EXHIBITS

EXHIBITS

3.A. - Articles of Organization (1)
3.B. - Amendment to Articles of Organization (1)
3.C. - Second Amendment to Articles of Organization (1)
3.D. - Bylaws (1)
4.A. - Specimen Share Certificate (1)
10.B.+ - 1986 Incentive Stock Option Plan adopted by Boston
Acoustics, Inc. on October 15, 1986, as amended (2)
10.C. - Lease between Boston Acoustics, Inc. and Newburyport
Turnpike Associates Limited Partnership dated August
24, 1988 relating to office and manufacturing
facilities (3)
10.D. - First Amendment between Boston Acoustics, Inc. and
Newburyport Turnpike Associates Limited Partnership
dated March 23, 1994 relating to office and manufacturing
facilities (4)
13.* - 1996 Annual Report to Shareholders
21.* - Subsidiaries of the Registrant
23.1* - Consent of Independent Public Accountants
27.* - Financial Data Schedule
99.* - "Safe Harbor" Statement under Private Securities Litigation Reform
Act of 1995

* Indicates an exhibit which is filed herewith.
+ Indicates an exhibit which constitutes an executive compensation plan.
________________

(1) Incorporated by reference to the similarly numbered exhibits in Part II
of File No. 33-9875.

(2) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the year ended March 27, 1993.

(3) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the year ended March 25, 1989.

(4) Incorporated by reference to the similarly numbered exhibit in Item 14 of
the Company's Annual Report on Form 10-K for the fiscal year ended March 26,
1994.

(b) REPORTS ON FORM 8-K:

No reports on Form 8-K were filed by the Registrant during the last quarter
covered by this report, and no other such reports were filed subsequent to
March 30, 1996 through the date of this report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of
Peabody, Commonwealth of Massachusetts, on the 14th day of June 1996.

BOSTON ACOUSTICS, INC.
(Registrant)

BY: s/Francis L. Reed
____________________________
Francis L. Reed
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures Capacities Date

/s/Francis L. Reed
_______________________ Director, Chief Executive 6/14/96
Francis L. Reed Officer and Treasurer _________
(Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)

/s/Andrew G. Kotsatos
______________________ Director, President 6/14/96
Andrew G. Kotsatos Assistant Clerk _________

_______________________ Director _________
Fred E. Faulkner, Jr.

_____________________ Director __________
John G. Markos

/s/Lisa M. Reed
_______________________ Director 6/14/96
Lisa M. Reed __________

BOSTON ACOUSTICS, INC. AND SUBSIDIARIES

INDEX TO SCHEDULE

Report of Independent Public Accountants on Schedule

Schedule II - Valuation and Qualifying Accounts

F-1

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE

To Boston Acoustics, Inc.:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements included in Boston Acoustics, Inc. and
subsidiaries' annual report to shareholders, incorporated by reference in
this Form 10-K, and have issued our report thereon dated May 10, 1996. Our
audits were made for the purpose of forming an opinion on those statements
taken as a whole. The schedule listed in the index is the responsibility of
the Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audits of the basic consolidated financial
statements and, in our opinion, fairly states, in all material respects, the
financial data required to be set forth therein, in relation to the basic
consolidated financial statements taken as a whole.

Boston, Massachusetts
May 10, 1996

F-2

BOSTON ACOUSTICS, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

ALLOWANCE FOR DOUBTFUL ACCOUNTS
----------------------------------------------------------
BALANCE, CHARGED TO
BEGINNING OF COSTS AND BALANCE,
YEAR EXPENSES DEDUCTIONS (1) END OF YEAR

For the fiscal years ended:

March 30, 1996 $ 207,000 $ 134,000 $ 34,000 $ 307,000
---------- ---------- ---------- ----------

March 25, 1995 $ 173,000 $ 104,000 $ 70,000 $ 207,000
---------- ---------- ---------- ----------

March 26, 1994 $ 146,000 $ 151,000 $ 124,000 $ 173,000
---------- ---------- ---------- ----------

(1) AMOUNTS DEEMED UNCOLLECTIBLE AND RECOVERIES OF PREVIOUSLY RESERVED
AMOUNTS.

F-3