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                                                                  Exhibit 10.23


"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAW OF ANY STATE.
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF
EFFECTIVE REGISTRATION STATEMENTS OR AN OPINION OF COUNSEL ACCEPTABLE TO
COMPANY THAT REGISTRATION IS NOT REQUIRED."



                                     WARRANT

                 TO PURCHASE UP TO 5,000 SHARES OF COMMON STOCK

               VOID AFTER 5:00 P.M., PHOENIX TIME, ON JUNE 1, 2007


                              ROCKFORD CORPORATION

                           INCORPORATED UNDER THE LAWS
                             OF THE STATE OF ARIZONA

This certifies that, for value received, Warrantholder is entitled to
purchase from Company, at any time before 5:00 p.m., Phoenix time, on June 1,
2007, and upon payment of the Warrant Price, the Shares.  The number of
Shares and the Warrant Price per share are subject to adjustment from time to
time as set forth below.

In this Warrant, the following terms have the following meanings:

      Warrantholder:    The Vrolyk Partnership 97-A, or the registered holder
                        or assigns

      Company:          Rockford Corporation, an Arizona corporation

      Warrant Price:    $ 14.85 per share, subject to adjustment as set forth
                        in this Warrant

      Expiration:       Ten years, or June 1, 2007

      Shares:           5,000 Shares of Company's common stock, no par value,
                        subject to adjustment as set forth in this Warrant.

1.    Reason for Delivery. This Warrant was originally delivered as part of
      the compensation paid by Company to the original Warrantholder for
      investment banking services provided by the original Warrantholder and
      in compliance with the compensation agreement between Company and the
      original Warrantholder (the "Agreement").  This Warrant evidences the
      right to purchase the Shares and is issued under and in accordance with
      the Agreement.
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2.    Exercise Deadline and Expiration.  Warrantholder may exercise this
      Warrant at any time after its issuance and before 5:00 p.m., Phoenix
      time, on June 1, 2007.  If not exercised, it will expire at 5:00 p.m.
      Phoenix time on June 1, 2007, and is then void.

3.    Exercise of Warrant.

      3.1   Exercise.  Warrantholder may exercise this Warrant, in whole or
            in part, by presenting (a) this Warrant, (b) a duly executed
            Exercise Form, and (c) the Warrant Price (subject to adjustment)
            at the principal office of Company.  Warrantholder may pay the
            Warrant Price in certified funds or by wire transfer.

      3.2   Exercise Price and Fractional Shares.  This Warrant is
            exercisable to purchase the Shares at the Warrant Price (subject
            to adjustment as provided in this Warrant).  Company is not
            required to issue fractional shares of Common Stock or other
            capital stock and, in lieu of fractional shares, will pay a cash
            adjustment based upon the then current fair market value of the
            Common Stock as determined by the Board of Directors as at the
            last business day before the date of exercise.

3.3         Adjustment Based Upon Stock Dividends, Combination of Shares or
            Recapitalization.  Company will adjust the Warrant Price and the
            number of Shares if, after this Warrant is issued, Company

            (a)   pays a stock dividend on its Common Stock,

            (b)   subdivides its outstanding shares of Common Stock into a
                  greater number of  shares,

            (c)   combines its outstanding shares of Common Stock into a
                  smaller number of shares,

            (d)   reclassifies its Common Stock into any other special
                  capital stock of Company, or

            (e)   distributes to all holders of Common Stock evidences of
                  indebtedness (including indebtedness convertible into
                  Common Stock or other securities of Company), securities
                  (including common or preferred stock of Company), or assets
                  (excluding cash dividends) or rights or warrants to
                  subscribe for Common Stock or other securities of Company
                  (other than those mentioned above).

            After an event that requires an adjustment of the Warrant Price
            or an adjustment to the number of Shares, then Warrantholder will
            be entitled to receive upon exercise of the Warrant the number of
            Shares and other securities or assets that Warrantholder would
            have owned or have been entitled to receive after the event had
            this Warrant been exercised immediately before the event.


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      3.4   Adjustment Based Upon Merger or Consolidation. Company will
            adjust the Warrant Price and the number of Shares if, after this
            Warrant is issued, Company enters into

            (a)   any consolidation or merger (other than a merger in which
                  Company is the surviving entity and which does not result
                  in any reclassification of or change in the outstanding
                  Common Stock of Company), or

            (b)   any sale or conveyance to an unaffiliated person, firm, or
                  corporation of all or substantially all of Company's assets.

                  After an event that requires an adjustment of the Warrant
                  Price, Warrantholder will have the right upon exercise of
                  this Warrant to receive the kind and amount of securities
                  and property (including cash) that Warrantholder would have
                  received if the Warrant had been converted immediately
                  before the event.

      3.5   No Adjustment for Stock Issuances, Exercise of Option and Warrant
            Rights and Other Securities.  Company will not adjust the Warrant
            Price or number of Shares when Company issues Common Stock,
            securities convertible into Common Stock, options or warrants to
            purchase Common Stock, or other securities of Company for a
            purchase price established by Company, so long as the existing
            holders of Common Stock bear the dilution of such issuance in
            equal measure with Warrantholder.

4.    Corporate Status of Shares.  All Shares (or other securities if there
      is an adjustment of the Warrant Price or number of shares issuable upon
      exercise) issued upon the exercise of this Warrant will, upon issuance
      and payment of the Warrant Price, be fully paid and nonassessable.

5.    Issuance of Stock Certificate.  Upon the exercise of this Warrant,
      Company will issue to Warrantholder a certificate or certificates
      representing the Shares (or other securities if there is an adjustment
      of the Warrant Price or number of shares issuable upon exercise).

6.    Partial Exercise and Exchange.  If Warrantholder exercises this Warrant
      for part of the Shares, Company will deliver to Warrantholder a new
      Warrant for the Shares as to which the Warrant is not exercised.
      Warrantholder may exchange this Warrant at the office of Company for
      one or more new Warrants for the same aggregate number of Shares.

7.    Loss or Destruction of Warrant.  Company will deliver a new Warrant to
      Warrantholder, of like tenor and date, if Warrantholder provides
      Company with:

      (a)   evidence satisfactory to Company of the loss, theft, destruction
            or mutilation of this Warrant and


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      (b)   an indemnity upon terms satisfactory to Company or, if the
            Warrant is  mutilate, the mutilated Warrant.

8.    Status of Holder of Warrant.  This Warrant does not entitle
      Warrantholder to any voting rights or other rights as a shareholder of
      Company.  No dividends are payable or accrue in respect of this
      Warrant, or the securities issuable upon its exercise, unless and until
      this Warrant is exercised.

9.    Consequence of Exercise.  Upon the exercise of this Warrant,
      Warrantholder will, to the extent permitted by law, be deemed
      immediately to be the holder of record of the Shares (or other
      securities issuable upon exercise).  This will be the case even if the
      stock transfer books of Company are then closed or the certificates
      representing the Shares or other securities are not then actually
      delivered.

10.   Reservation of Shares.  Company will reserve out of its authorized
      shares of Common Stock (and other securities if there is an adjustment
      of the Warrant Price or number of shares issuable upon exercise) a
      number of shares sufficient to enable it to comply with its obligation
      to issue the Shares (and other securities if there is an adjustment of
      the Warrant Price or number of shares issuable upon exercise) upon the
      exercise of this Warrant.

11.   Status Under Securities Laws.

      11.1  No Registration.  This Warrant has not been, and the securities
            issuable upon exercise hereof will not be, registered under the
            Securities Act of 1933 (the "1933 Act"), the Arizona Securities
            Act (the "Arizona Act") or the securities laws of any other
            jurisdiction.  This Warrant must be held indefinitely unless it
            is registered under the 1933 Act, the Arizona Act and the
            securities laws of any other applicable jurisdiction or, in the
            opinion of counsel acceptable to Company, registration is not
            required under such Acts or laws.

      11.2  Legend.  This Warrant, and any securities issued upon the
            exercise of this Warrant, will bear a legend substantially to the
            following effect:

            "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
            SECURITIES LAW OF ANY STATE.  THE SECURITIES MAY NOT BE SOLD,
            TRANSFERRED, OR PLEDGED IN THE ABSENCE OF EFFECTIVE REGISTRATION
            STATEMENTS OR AN OPINION OF COUNSEL ACCEPTABLE TO COMPANY THAT
            REGISTRATION IS NOT REQUIRED"

      11.3  Refusal to Transfer.  Company may refuse to allow a transfer of
            all or part of this Warrant, or of any Shares or other securities
            issued upon exercise of this Warrant, except as expressly
            permitted by this Warrant.


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12.   Governing Law.  This Warrant is delivered and is intended to be
      performed in the State of Arizona.  It is governed by the laws of
      Arizona.

13.   Execution. In witness whereof, Company has signed and delivered this on
      June 1, 1997.


                                          ROCKFORD CORPORATION
[SEAL)


                                          By: /s/
                                              ----------------------------------
                                              President

ATTEST:


/s/
--------------------------------
Assistant Secretary



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                             ROCKFORD CORPORATION

                                EXERCISE FORM

Rockford Corporation
648 South River Drive
Tempe, Arizona 85281

      The undersigned irrevocably elects to exercise the right of purchase
represented by the attached Warrant, and to purchase thereunder, ____________
shares of Common Stock (the "Shares"), and requests that certificates for the
Shares be issued in the name of:

_______
      (Please Print Name, Address and Social Security Number)

_______

If the number of Shares purchased is not all the Shares purchasable under the
Warrant, the undersigned requests that a new Warrant for the balance of the
Shares be registered in the name of the undersigned Warrantholder or his
Assignee as below indicated and delivered to the address stated below.

      Dated:______________________________

      Name of Warrantholder or Assignee: _____________________________________
                                                    (Please Print)

      Address:________________________________________________________________

              ________________________________________________________________

      Authorized Signature:___________________________________________________

      Signature Guaranteed:___________________________________________________


            Note: The signature must correspond with the name as written upon
                  the face of the Warrant in every particular, without
                  alteration, enlargement, or any change whatever, unless
                  this Warrant has been assigned.


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                                   ASSIGNMENT

                 (To be signed only upon assignment of Warrant)


      FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto  ________________________________________________________________________
                  (Please Print Name, Address and Social Security Number)

______________________________________________________________________________
a Warrant to purchase ________ shares of Common Stock and hereby irrevocably
constitutes and appoints ______________________________ Attorney to transfer
said Warrant on the books of Company, with full power of substitution in the
premises.



                                    __________________________________________
                                    Name of Registered Holder


      Dated: ____________ 19___     __________________________________________
                                    Authorized Signature


      Signature Guaranteed:         __________________________________________



            Note: The signature on this assignment must correspond with the
                  name as written upon the face of the Warrant in every
                  particular, without alteration, enlargement, or any change
                  whatever.


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