UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

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

Date of Report (Date of earliest event reported):

October 7, 2004 (October 6, 2004)

Koss Corporation

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212

(414) 964-5000

Not Applicable

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

Table of Contents

     On October 6, 2004, Koss Corporation issued a press release announcing its financial results for the quarter ended September 30, 2004. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K.

     The information in this report is being furnished (i) pursuant to Item 2.02 Results of Operations and Financial Condition, and (ii) pursuant to Regulation FD. In accordance with General Instructions B.2 and B.6 of Form 8-K, the information in this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1934, as amended. The furnishing of the information set forth in this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information.

2

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.

3

INDEX TO EXHIBITS

4

Exhibit 99.1

Koss Sales Slip On Slow Mass Market Re-Orders
and Reductions in OEM Sales

Milwaukee, Wisconsin: Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S. based high fidelity stereophone leader, has announced the results of its first quarter for the period ending September 30, 2004. Sales for the first quarter slipped 2% to $8,972,580 compared to $9,164,691 for the same period one year ago. Net income for the period declined to $889,911 compared to $944,629 from one year ago. First quarter diluted earnings per share were $0.23 compared with $0.24 one year ago.

“Re-orders for the U.S. mass market did not occur at the same levels as the prior year,” Michael J. Koss, President and CEO, told employees at a quarterly profit sharing meeting. “The decline of approximately $55,000 in net income can be attributed to sagging domestic retail sales, OEM communications sales, and expenses in our one year old Bi-Audio Communications company. Unfortunately, this new venture did not generate enough sales to make a profitable contribution during the first quarter. The sag in sales revenue of OEM products was also echoed by slower than expected re-orders from domestic U.S. superstores and the mass market during the first three months.”

Michael Koss went on to explain that the Company had shifted approximately 3% of its orders from September to October as a result of a requested fulfillment change from customers in the automotive industry.

“Had the change in the fulfillment process for our wireless products not taken place at the end of September, we believe that these products would have shipped directly to our customers during the quarter and that the addition of these sales would have more than covered the reductions we have reported for this period,” Koss stated.

Koss went on to say that the U.S. retail based portion of the Company’s business was slow in July and August but began to pick up very late in the month of September. Sales to Europe continued to be strong and increased sharply over the prior year by 58%.

“We continue to be encouraged with the outstanding progress we are seeing in our export sales particularly to Europe,” Koss said.

Koss will pay a dividend of $0.13 cents per share on October 15, 2004, to shareholders of record September 30, 2004.

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.

This press release contains forward looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “forecasts,” “expects,” “plans,” “anticipates,” “believes,” “estimates,”

5

“predicts,” “potential,” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. Actual events or results may differ materially. In evaluating forward-looking statements, you should specifically consider various factors that may cause actual results to vary from those contained in the forward-looking statements, such as 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)

6