8-K

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


                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES AND EXCHANGE ACT OF 1934


                                 OCTOBER 5, 2001
                                (Date of Report)


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


       DELAWARE                      0-3295                     39-1168275
    (State or other             (Commission File               (IRS Employer
    jurisdiction of                  Number)                    ID Number)
    incorporation)


                        4129 NORTH PORT WASHINGTON AVENUE
                           MILWAUKEE, WISCONSIN 53212

                    (Address of principal executive offices)



                                 (414) 964-5000
              (Registrant's telephone number, including area code)



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         This report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements other than statements of historical facts
included in this report are forward-looking statements. Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified based on current expectations. Consequently,
future events and actual results could differ materially from those set forth
in, contemplated by, or underlying the forward-looking statements contained in
this report, other filings, press releases or otherwise.

         Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors that could cause
actual results to differ materially from such expectations ("Cautionary
Factors") include, without limitation, unanticipated developments in any one or
more of the following areas: the profitability of the Company, capital
requirements, operational costs, business opportunities, tax considerations,
general economic conditions, consumer demand for the Company's and its
customers' products, competitive and technological developments, foreign
currency fluctuations, restrictions in any then-existing credit agreements, and
other risks factors which may be detailed from time to time in the Company's
Securities and Exchange Commission filings. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on
behalf of the Company are expressly qualified in their entirety by the
Cautionary Factors. Shareholders, potential investors and other readers are
urged to consider these Cautionary Factors carefully in evaluating the
forward-looking statements and are cautioned not to place undue reliance on such
forward-looking statements.

ITEM 5.  OTHER EVENTS

         PRESS RELEASE. On October 2, 2001, Koss Corporation issued a Press
Release announcing its two-for-one stock split. The stock split will be
effective for shareholders of record on October 22, 2001, with a distribution
date of November 5, 2001. A copy of said Press Release is attached hereto as
Exhibit 99.1 and is incorporated herein by this reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)      Exhibits:

                  99.1     Press release announcing stock split.



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                                   SIGNATURES


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

                                  KOSS CORPORATION
                                  (Registrant)


                                  By:   /s/ Michael J. Koss
                                        ----------------------------------------
                                        Michael J. Koss
                                        President, Chief Executive Officer
                                        and Chief Financial Officer


Date: October 5, 2001


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                                KOSS CORPORATION
                                  EXHIBIT INDEX
                                       TO
                           CURRENT REPORT ON FORM 8-K


EXHIBIT                  DESCRIPTION                INCORPORATED         FILED
NUMBER                                               HEREIN BY         HEREWITH
                                                     REFERENCE

 99.1         Press release announcing stock split.                        X





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EX-99.1

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               Koss First Quarter Sales Dip 9% as Retail Recoils
                       Company Announces 2:1 Stock Split

October 2, 2001 -- Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL:
KOSS), the U.S. based leader in high-fidelity stereophones, has announced the
results of its first quarter ending September 30, 2001 and that it would split
the company stock 2:1 effective November 5, 2001 to shareholders of record on
October 22, 2001. Sales for the three months dipped 9% to $8,951,411 compared to
$9,879,638 for the same period one year ago. Income from operations for the
three months fell from $1,902,460 to $1,525,927. Net income fell from $1,383,991
compared to $1,030,874. First quarter diluted earnings per share were $0.50
compared with $0.59 one year ago.

"Our thoughts and prayers go to the victims and families of the devastating
attacks on our country," Michael J. Koss, President and CEO, told employees here
at a quarterly profit sharing meeting. "We salute the brave volunteers who have
given so selflessly to help rescue and recover those whom we all have lost. The
attack of September 11, 2001 did have a chilling affect on the economy and on
the company's first quarter performance. Combined with general inconsistencies
in retail market segments during July and August, the nation's consumer reaction
to the devastation of September 11, brought many North American retailers to a
stand still for one full week, followed by reduced consumer store traffic in the
wake of shaken economic reports."

Koss went on to say that the company had seen a slight softening in sales during
July and August, but had continued to anticipate more typical September sales in
preparation for the holiday season. The loss of store traffic during the final
three weeks of September resulted in vastly reduced retail sales that impacted
automatic product replenishment.

Reductions in sales revenue clipped gross margins by 1.4% from 40% in 2000 to
38.6% in 2001 reflecting a lower rate of overhead absorption.


Royalty income from the licensing agreement with Orient Power was dramatically
affected by the depressed market conditions resulting in a reduction in royalty
payments of 43% from $293,888 to $167,714, impacting net income compared with
the same three month period a year ago.

"The company has taken active steps to plan for any subsequent diversions that
might interrupt supply and delivery. We have also focused on our resource
allocations in the event that consumers hunker down and retail sales further
soften," Koss said. "Continuous and flexible planning and execution will be our
focus as businesses across America rally to support freedom and free enterprise.
We are bullish on the ingenuity, and patriotism of America, and the American
consumer specifically, as we work through these challenging times."


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Koss went on to say that the company's Board of Directors had approved the
distribution of its first dividend since 1983. The quarterly dividend of $0.25
cents per share to shareholders of record on September 30, 2001 will be paid on
October 15, 2001.

Koss Corporation markets a complete line of high-fidelity stereophones,
speaker-phones, computer headsets, telecommunications headsets, active noise
canceling stereophones, wireless stereophones, and compact disc recordings of
American Symphony Orchestras on the Koss Classics label.

Forward-looking statements in this release are subject to many uncertainties in
the Company's operations and business environment. These uncertainties include
general economic conditions, in particular, consumer demand for the Company's
and its customers' products, competitive and technological developments, foreign
currency fluctuations, and costs of operations. Shareholders, potential
investors and other readers are urged to consider these factors carefully in
evaluating the forward-looking statements and are cautioned not to place undue
reliance on such forward-looking statements. The forward-looking statements made
herein are only made as of the date of this press release and the company
undertakes no obligation to publicly update such forward-looking statements to
reflect subsequent events or circumstances. In addition, such uncertainties and
other operational matters are discussed further in the Company's quarterly and
annual filings with the Securities and Exchange Commission.

                       KOSS CORPORATION AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                  (Unaudited)





Three Months Ended September 30
                                                    2001                2000
-------------------------------------------------------------------------------
                                                             

 Net Sales                                      $ 8,951,411         $ 9,879,638

 Cost of goods sold                               5,499,520           5,927,391
-------------------------------------------------------------------------------
Gross profit                                      3,451,891           3,952,247

Selling, general and
   administrative expense                         1,925,964           2,049,787
-------------------------------------------------------------------------------
Income from operations                            1,525,927           1,902,460

Other income (expense)

   Royalty income                                   167,714             293,888

   Interest income                                    7,281              45,387

   Interest expense                                 (10,964)             (7,816)
-------------------------------------------------------------------------------
Income before income tax provision                1,689,958           2,233,919

Provision for income taxes                          659,084             849,928
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   Net income                                   $ 1,030,874         $ 1,383,991
--------------------------------------------------------------------------------
Earnings per common share:

   Basic                                        $      0.54         $      0.62

   Diluted                                      $      0.50         $      0.59
-------------------------------------------------------------------------------
Dividends per common share                      $      0.25                None
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