<PAGE>   1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
       Securities Exchange Act of 1934

For the period ended    DECEMBER 29, 1996
                     -----------------------

                                       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 Number:    0-14729
                       ---------------


                                POLK AUDIO, INC.
      ----------------------------------------------------------------
           (Exact name of the registrant as specified in its charter)

           MARYLAND                                      52-0954180
----------------------------------               -------------------------
 (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                     Identification No.)

           5601 METRO DRIVE,  BALTIMORE, MARYLAND      21215
       ------------------------------------------------------------
        (Address and principal executive offices)    (Zip code)

                             (410) 358-3600
          --------------------------------------------------------
            (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.

                                        [X] Yes    [ ] No

Number of shares of common stock of the registrant outstanding as of
February 3, 1997:   1,823,035 SHARES.





                                                                          page 1


<PAGE>   2
PART I. FINANCIAL INFORMATION
Item 1. Financial statements

                       POLK AUDIO, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   December 29,       March 31, 
                                    Assets             1996             1996    
                                    ------         (Unaudited)                 
                                                   ------------     -----------
<S>                                                <C>               <C>        
Current assets:                                                                 
 Cash and short-term investments                   $    392,516         184,118 
 Trade accounts receivable, net of allowance                                    
  for doubtful accounts of $303,187 at                                          
  December 29 and $170,396 at March 31               11,995,712      15,660,909 
  Inventories:                                                                  
   Finished goods                                     4,586,749       3,579,287 
   Work-in-process                                    1,156,943         596,436 
   Raw materials and supplies                         4,394,332       3,752,715 
                                                    -----------     -----------
      Total inventories                              10,138,024       7,928,438 
                                                    -----------     -----------
                                                                                
Deferred income taxes                                   469,000         469,000 
Prepaid expenses and other current assets               741,676         298,831 
                                                    -----------     -----------
      Total current assets                           23,736,928      24,541,296 
Property and equipment, at cost less accumulated                                
 depreciation and amortization                        4,428,847       4,626,848 
Other assets                                            436,680         262,775 
Notes receivable-officers                               225,946         224,237 
Deferred income taxes                                   536,000         536,000 
                                                    -----------     -----------
      Total assets                                 $ 29,364,401      30,191,156 
                                                    ===========     ===========
<CAPTION>                                                                       
                      Liabilities and Stockholders' Equity                      
                      ------------------------------------                      
<S>                                                <C>               <C>        
Current liabilities:                                                            
 Accounts payable, trade                           $  4,372,407       4,666,043 
 Bank overdraft                                          --             450,336 
 Income taxes payable                                    71,739         228,445 
 Accrued expenses and other current liabilities       2,131,031       2,429,938 
 Current portion of long-term debt                      400,000         400,000 
 Current portion of accrued product warranty            311,363         290,000 
                                                    -----------     -----------
      Total current liabilities                       7,286,540       8,464,762 
                                                                                
Long-term debt, net of current portion                5,275,848       6,055,149 
Accrued product warranty, less current portion          273,799         235,000 
                                                    -----------     -----------
      Total liabilities                              12,836,187      14,754,911 
                                                    -----------     -----------
                                                                                
Stockholders' equity:                                                           
Common stock, par value $.01 per share. Authorized                              
  20,000,000 shares; issued 1,820,035 shares.            18,200          17,970 
Additional paid-in-capital                            1,398,758       1,253,489 
Foreign currency translation adjustment                (133,242)        (55,373)
Note receivable-stock                                  (822,250)       (814,500)
Retained earnings                                    16,066,748      15,034,659 
                                                    -----------     -----------
      Total stockholders' equity                     16,528,214      15,436,245 
                                                    -----------     -----------
        Total liabilities and stockholders' equity $ 29,364,401      30,191,156 
                                                    ===========     ===========
</TABLE>


          See accompanying notes to consolidated financial statements.

                                                                          page 2


<PAGE>   3

                       POLK AUDIO, INC. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS

                                  (Unaudited)

<TABLE>
<CAPTION>
                                       Quarter ended            Nine months ended    
                                  -------------------------  ----------------------- 
                                     Dec. 29,    Dec. 31,     Dec. 29,     Dec. 31,  
                                       1996        1995         1996         1995    
                                    (13-Weeks)  (13-Weeks)   (39-Weeks)   (40-Weeks) 
                                  ------------- -----------  ----------- ----------- 
<S>                                <C>          <C>          <C>         <C>         
Net sales                          $15,456,015  13,120,046   41,219,310  34,102,080  
Cost of Goods Sold                   8,568,035   7,138,436   23,416,622  19,130,708  
                                  ------------- -----------  ----------- ----------- 
                                                                                     
  Gross profit                       6,887,980   5,981,610   17,802,688  14,971,372  
                                                                                     
Selling, research, general                                                           
  and administrative expenses        5,881,847   5,180,043   15,798,990  14,060,602  
                                  ------------- -----------  ----------- ----------- 
                                                                                     
  Operating income                   1,006,133     801,567    2,003,698     910,770  
                                  ------------- -----------  ----------- ----------- 
                                                                                     
Other income (expense):                                                              
 Interest income                           166      (8,020)       3,582      30,820  
 Other, net                              5,997      11,845        8,716       5,083  
 Interest expense                     (106,142)   (103,822)    (282,823)   (218,888) 
                                  ------------- -----------  ----------- ----------- 
                                                                                     
 Total other expense                   (99,979)    (99,997)    (270,525)   (182,985) 
                                  ------------- -----------  ----------- ----------- 
                                                                                     
    Earnings before income                                                           
     taxes                             906,154     701,570    1,733,173     727,785  
                                                                                     
Income taxes                           362,462     285,000      701,084     296,000  
                                  ------------- -----------  ----------- ----------- 
                                                                                     
    Net earnings                       543,692     416,570    1,032,089     431,785  
                                                                                     
Retained earnings at beginning
 of period                          15,523,056  13,876,163   15,034,659  13,860,948  
                                  ------------- -----------  ----------- ----------- 
Retained earnings at end of                                                          
 period                            $16,066,748  14,292,733   16,066,748  14,292,733  
                                  ============= ===========  =========== =========== 
                                                                                     
    Earnings per share                $.30          .25          .56         .26     
                                     ======        =====        =====       =====    
</TABLE>





See accompanying notes to consolidated financial statements.




                                                                          page 3


<PAGE>   4
                       POLK AUDIO, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                      Nine months ended
                                                 --------------------------
                                                    Dec. 29,      Dec. 31,
                                                      1996          1995
                                                   (39-Weeks)    (40-Weeks)
                                                 ------------   -----------
<S>                                             <C>             <C>
Cash flows from operating activities:                         
 Net earnings                                   $  1,032,089       431,785
 Adjustments to reconcile net earnings to net                 
  cash provided by operating activities:                      
   Depreciation and amortization                   1,607,075     1,457,829
   Gain on sale of fixed assets                      (34,462)      (11,630)
      Increase (decrease) from changes in:                    
    Accounts receivable                            3,665,197    (1,499,830)
    Inventories                                   (2,209,587)   (1,816,388)
    Income taxes recoverable or payable             (156,706)       66,293
    Prepaid expenses and other current assets       (605,845)     (337,989)
    Accounts payable, trade                         (295,345)    3,032,838
    Accrued product warranty                          60,162        34,503
    Accrued expenses and other current                        
     liabilities                                    (298,907)     (639,705)
                                                 ------------   -----------
    Net cash provided by operating                            
      activities                                   2,763,671       717,706
                                                 ------------   -----------
                                                              
Cash flows from investing activities:                         
 Purchases of property and equipment              (1,409,074)   (2,831,769)
(Increase) decrease in other assets                  (10,905)       80,532
 Proceeds from sale of property and equipment         34,462        11,630
 Repayments of notes receivable                      --             85,443
                                                 ------------   -----------
     Net cash used in investing                               
      activities                                  (1,385,517)   (2,654,164)
                                                 ------------   -----------
                                                              
Cash flows from financing activities:                         
  Decrease in bank overdraft                        (450,336)       --
  Payments on long-term notes payable               (779,301)   (1,000,000)
  Increases in long-term notes payable               --          2,858,000
  Proceeds from exercise of stock options            137,750        --
                                                 ------------   -----------
      Net cash provided by (used in) financing                
      activities                                  (1,091,887)    1,858,000
                                                 ------------   -----------
                                                              
     Net increase (decrease) in cash and cash                            
      equivalents                                    286,267       (78,458)
                                                              
Effect of exchange rate changes on cash              (77,869)       25,709
                                                              
Cash and cash equivalents, beginning of period       184,118       615,150
                                                 ------------   -----------
Cash and cash equivalents, end of period        $    392,516       562,401
                                                 ============   ===========
</TABLE>                                                     


See accompanying notes to consolidated financial statements.





                                                                          page 4


<PAGE>   5
                       POLK AUDIO, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (Unaudited)


(1) Consolidated financial statements

     The consolidated financial statements included herein do not include all
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles. For
further information, such as the significant accounting policies followed by
the Company, refer to the Notes to Financial Statements set forth in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996.

     In the opinion of management, the consolidated financial statements
include all necessary adjustments (consisting of normal recurring accruals) for
a fair presentation of the financial position, results of operations and cash
flows for the interim periods presented.

     The results of operations and cash flows for the periods ended December
29, 1996 and December 31, 1995 are not necessarily indicative of the results to
be expected for the full fiscal year.



(2) Earnings per share

     Earnings per share are based on the weighted average number of shares of
common stock and common stock equivalents outstanding during each period.  The
number of shares used in the computations for the three month periods were
1,833,456 in fiscal 1997 and 1,674,647 in fiscal 1996.  Dilutive stock options
granted to employees are treated as common stock equivalents.





                                                                          page 5


<PAGE>   6
PART I. FINANCIAL INFORMATION (CONTINUED)

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


RESULTS OF OPERATIONS

   For the third quarter of fiscal 1997, net earnings were $543,692 or $0.30
per share, compared with a net profit of $416,570, or $0.25 per share, for the
third quarter of fiscal 1996, and were $1,032,089 or $0.56 per share for the
first nine months of fiscal 1997 as compared to $431,785 or $0.26 per share or
the first nine months of fiscal 1996.  The following table presents the
components of net earnings as a percentage of net sales for the periods
indicated.
<TABLE>
<CAPTION>
                                              Quarter Ended                       Nine months ended                 
                                   ----------------------------------------------------------------------------
                                       Dec. 29,           Dec. 31,            Dec. 29,             Dec.31,
                                         1996               1995                1996                 1995
                                      (13 Weeks)         (13 Weeks)          (39 Weeks)           (40 Weeks)
                                                                  (Unaudited)                                       
                                    ---------------------------------------------------------------------------
<S>                                         <C>                <C>                  <C>                  <C>
Net sales                                   100.0  %           100.0  %             100.0 %              100.0 %
Cost of goods sold                           55.5               54.4                 56.8                 56.1 
                                    ---------------     --------------      --------------      ---------------
   Gross profit                              44.5               45.6                 43.2                 43.9
Selling, research, general
  & administrative expenses                  38.0               39.5                 38.3                 41.2 
                                    ---------------     --------------      --------------      ---------------
    Operating income                          6.5                6.1                  4.9                  2.7
Other expense, net                            0.6                0.8                  0.7                  0.5 
                                    ---------------     --------------      --------------      ---------------
Earnings before income taxes                  5.9                5.3                  4.2                  2.2
Income taxes                                  2.3                2.1                  1.7                  0.9 
                                    ---------------     --------------      --------------      ---------------

    Net earnings                              3.6  %             3.2  %               2.5 %                1.3 %
                                    ===============     ==============      ==============      ===============
</TABLE>



NET SALES AND COST OF GOODS SOLD

   Net sales increased 17.8% to $15,456,015 for the third quarter of fiscal
1997 as compared to the third quarter of fiscal 1996, and increased 20.9% to
$41,219,310 for the first nine months of fiscal 1997 as compared to the first
nine months of fiscal 1996.  The increase in net sales resulted from Eosone
home product sales that were not in existence during the third quarter of
fiscal 1996, coupled with increased overall demand for Polk home products
including the RT and PSW Series products.



                                                                          page 6


<PAGE>   7

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

   Cost of goods sold, as a percentage of net sales, increased to 55.5% for the
third quarter of fiscal 1997 from 54.4% for the third quarter of fiscal 1996
and increased to 56.8% for the first nine months of fiscal 1997 from 56.1% for
the first nine months of fiscal 1996.  The increase in cost of goods sold, as a
percentage of net sales, resulted from higher sales of lower margin products
coupled with promotional Eosone sales at lower margins.  These overages were
partially offset by lower direct labor costs during the quarter compared with
the prior year.


SELLING, RESEARCH, GENERAL AND ADMINISTRATIVE EXPENSES

   Selling, research, general and administrative (SRG&A) expenses increased
13.5% to $5,881,846 for the third quarter of fiscal 1997 as compared to the
third quarter of fiscal 1996 and increased 12.4% to $15,798,990 for the first
nine months of fiscal 1997 as compared to the first nine months of fiscal 1996.
As a percentage of net sales, SRG&A expenses decreased to 38.0% for the third
quarter of fiscal 1997 from 39.5% for the third quarter of fiscal 1996 and
decreased to 38.3% for the first nine months of fiscal 1997 from 41.2% in the
first nine months of fiscal 1996.  The dollar increase in SRG&A expenses
resulted primarily from increased variable selling costs related to the higher
sales volume, higher sales promotion costs and higher general and
administrative expenses.  These overages partially offset by lower R&D expenses
resulting from the completed development of the Eosone line.

OTHER EXPENSE AND INCOME TAXES

   Other expense was $99,979 for the third quarter of fiscal 1997 as compared
to $99,997 for the third quarter of fiscal 1996.  Other expense was $270,525
for the first nine months of fiscal 1997 as compared to $182,985 for the first
nine months of fiscal 1996.  The change in other expense was largely a result
of interest costs incurred on higher bank loan borrowings during the nine
months when compared with the prior year.  Income taxes, as a percentage of
earnings before income taxes, were 40.0% for the third quarter of fiscal 1997
compared to 40.6% for the third quarter of fiscal 1996 and 40.5% for the first
nine months of fiscal 1997 as compared to 40.7% for the first nine months of
fiscal 1996.

SEASONALITY

   The home audio market is somewhat seasonal, with the majority of the
Company's sales and earnings occurring historically in the quarters ending
December and March.




                                                                          page 7


<PAGE>   8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically financed its operations through cash generated by
operations, term loan borrowings, revolving credit line borrowings and normal
trade credit extended by its suppliers.


Net cash provided by operating activities during the first nine months of
fiscal 1997 was $2,763,671.  As of December 29, 1996, the Company's working
capital was $16,450,388 and its current ratio was 3.3 to 1.  In addition, the
Company presently has an unsecured revolving credit agreement with a commercial
bank providing for maximum borrowings of $8,000,000, of which approximately
$3,624,000 was available at December 29,1996, and an unsecured five-year term
loan agreement with the same bank for $2,000,000, of which $1,300,000 was
outstanding at December 29, 1996. The Company believes working capital and
temporary borrowings from its credit agreements will be sufficient to meet its
current operating needs and anticipated capital expenditures for the remainder
of fiscal 1997.

Part II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:
    None.
(b) Reports on Form 8-K:
    None.





                                                                          page 8


<PAGE>   9
                              SIGNATURES

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


                                      POLK AUDIO, INC.
                                      ----------------
                                      (Registrant)



     February 3, 1997
                                      /s/ George M. Klopfer
                                  --------------------------------------------
                                      George M. Klopfer
                                      Chief Executive Officer



                                      /s/ Gary B. Davis
                                  --------------------------------------------
                                      Gary B. Davis
                                      Treasurer, Chief Financial
                                      Officer and Chief Accounting Officer





                                                                          page 9