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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 11, 2008 (April 8, 2008)

Koss Corporation

(Exact name of registrant as specified in its charter)

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212

(Address of principal executive offices)  (Zip code)

(414) 964-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02       Results of Operations and Financial Condition.

On April 8, 2008, Koss Corporation issued a press release announcing its financial results for the quarter ended March 31, 2008. 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 pursuant to Item 2.02 Results of Operations and Financial Condition. In accordance with General Instruction B.2 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.

Item 9.01.      Financial Statements and Exhibits.

Exhibit 99.1    Press Release dated April 8, 2008, announcing financial results for the quarter ended March 31, 2008.

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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.

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INDEX TO EXHIBITS

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Exhibit 99.1

**********FOR IMMEDIATE RELEASE**********

Koss Q3 Net Income Slips Despite Sales Increase

April 8, 2008 — Milwaukee, Wisconsin:  Koss Corporation (NASDAQ SYMBOL: KOSS), the U.S.-based high fidelity stereophone leader, has announced results for the period ending March 31, 2008.  Sales for the third quarter were up 4.2% to $10,003,648 compared to $9,601,291 for the same period one year ago.  Net income fell $105,137 or approximately 14% from $753,134 compared to $647,997 for the same period one year ago.  Third quarter diluted earnings per share were $0.18 compared with $0.20 one year ago.

“We were pleased to see some strengthening in the third quarter revenue numbers after declines in the first two quarters of the Company’s fiscal year,” Michael J. Koss, President and CEO, said.  “We were particularly impressed with our shipments to Europe, which saw an improvement of 21% during the quarter.”

Koss went on to explain that expenses relating to new product engineering and development had increased over the prior year and contributed to a decline in gross margins.

“We also followed through with our promotional plans for fiscal year 2008 despite the tougher than expected retail environment forecasted to follow our first two quarters,” Koss continued.  “It is commonplace to reduce these expenses in anticipation of difficult periods, but we chose instead to continue our promotional activities as an investment.”

“The gross margin reduction coupled with the increase in promotional expenses and increases in spending for legal fees relating to the protection of the Company’s intellectual property resulted in a decline in profits for the period of $105,137,” Koss said.

Sales for the nine months reached $34,740,651 and pulled within approximately 1% of the $35,148,974 posted for the same nine month period one year ago.  Net income for the nine months declined by approximately 13% from $3,730,572 compared to $3,230,223.  Diluted earnings per share for the nine months were $0.87 compared with $0.99 one year ago.

“Overall we are pleased with the results and remain committed to continuing the Company’s increased investment in new product development, the protection of our intellectual property, and promotional activities for the remainder of the fiscal year,” Koss said.

Koss Corporation will pay a quarterly dividend of $0.13 cents on April 14, 2008 to shareholders of record on March 31, 2008.

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,” “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)

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