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                                                                  Exhibit 10.32


                BRIDGE LOAN CONVERSION AND EXTENSION AGREEMENT


      This Agreement is between Rockford Corporation, an Arizona corporation
("Borrower") and Caroline S. Bartol ("Lender").  Borrower and Lender agree as
follows:

1.    RECITALS.

      1.1   Borrower Business. Borrower manufacturers high quality auto and
            professional audio equipment, including amplifiers, speakers, source
            units, and accessories.

      1.2   Loan. Lender provided a $2,000,000 loan (the "Bridge Loan") to
            Borrower to help finance working capital and general corporate needs
            of Borrower pursuant to a Bridge Loan Agreement (the "Original
            Agreement") attached as Exhibit A.

      1.3   Conversion and Extension. Lender and Borrower have agreed to (a)
            convert $999,999 of the Bridge Loan principal into 67,340 shares of
            Borrower's common stock (a price of $14.85 per share) and (b) extend
            the balance of the Bridge Loan, or $1,000,001 of principal, so that
            its due date is December 31, 1996.

      1.4   Purpose. The purpose of this Agreement is to set forth the terms of
            the agreement to convert and extend the terms of the Bridge Loan.

2.    CONVERSION AGREEMENT. Lender subscribes to purchase, and Borrower promises
      to issue, 67,340 shares of Borrower's common stock, par value $0.01 per
      share (the "Shares"), for a purchase price of $14.85 per share or $999,999
      in the aggregate. The purchase price is payable by conversion of $999,999
      of the Bridge Loan principal into capital of Borrower and Lender instructs
      Borrower to convert such principal into capital upon issuance and delivery
      of the Shares to Lender.

      In connection with the purchase of the Shares, Lender represents and
      acknowledges as follows:


      2.1   Investment Intent. Lender is acquiring the Shares for investment and
            not with a view to their resale or distribution. Lender has no
            contract, undertaking, agreement, or arrangement with any person to
            sell, transfer or pledge the Shares and has no present plans to
            enter into any such contract, undertaking, agreement, or
            arrangement.

      2.2   Securities Registration. The Shares are offered and sold without
            registration under the Securities Act of 1933 (the "Act") or the
            Arizona Securities Act, in reliance upon one or more exemptions
            available under the Act and under Arizona Law for non-public
            offerings.

      2.3   Legend on Shares. The certificates evidencing the Shares will bear a
            legend giving notice of the restrictions on transfer of the Shares
            resulting from their sale in reliance on exemptions from
            registration under applicable state securities laws.
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      2.4   Accredited Investor. Lender is an Accredited Investor as that term
            is defined in the rules of the Securities and Exchange Commission.

      2.5   Risk. Lender has the financial ability to bear the economic risk of
            Lender's investment in the Shares (including its possible loss).
            Lender has adequate means for providing for Lender's current needs
            and personal contingencies and has no need for liquidity with
            respect to Lender's investment in the Shares. Lender has (alone or
            together with Lender's advisers and family) such knowledge and
            experience in financial and business matters as to be capable of
            evaluating the merits and risks of an investment in the Shares and
            has obtained, in Lender's judgment, sufficient information to
            evaluate the merits and risks of an investment in the Shares.

      2.6   Information Supplied. Lender (alone or with representatives) has had
            opportunity to ask questions of and receive satisfactory answers
            from the Borrower and its officers and directors concerning the
            business and prospects of the Borrower and has had the opportunity
            to review such documents, records, books, and other information as
            Lender has deemed necessary in order to make an investment decision
            with respect to the purchase of the Shares. In making the decision
            to purchase the Shares subscribed for, Lender has relied solely on
            independent investigations and on documents supplied by Company.

3.    EXTENSION AGREEMENT. Lender extends the balance of the Bridge Loan after
      conversion, $1,000,001 (the "Loan") on the terms set forth in this
      agreement. Borrower will execute and deliver to Lender a promissory note
      (the "Note") in the form of Exhibit A, in exchange for Lender's delivery
      to Borrower of the original promissory note evidencing the Bridge Loan.
      Borrower will (a) maintain accurate records of the original principal
      amount, payments made, and interest and other charges in connection with
      the Loan and (b) render to Lender on request, and at least monthly, an
      account statement showing such amounts.

4.    INTEREST. The outstanding principal and unpaid interest under this
      Agreement will bear interest at the rate of 9% per annum. Interest is
      payable monthly on the first day of each month.

5.    REPAYMENT OF PRINCIPAL AND OPTION. Borrower will pay the principal on the
      Note on December 31, 1996. Borrower grants Lender an option to purchase
      additional shares of Borrower's Common Stock (the "Option Shares") by
      conversion of the Loan at any time before its repayment by Borrower. The
      price for the Option Shares will be (a) the most recent price at which
      Borrower has sold its shares to an unaffiliated third party in a
      transaction concluded after the date of this Agreement of (b) $14.85 per
      share, if Borrower has not sold its shares in such a transaction. Lender
      may purchase up to the number of Option Shares computed by dividing the
      outstanding principal of the Loan by the price per share established in
      the immediately preceding sentence. In connection with any purchase of
      Option Shares, Lender will provide Borrower with representations
      comparable to those set forth in Section 2 above.


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6.    SUBORDINATION TO BANK LOAN. The Loan is subordinate to Borrower's
      obligations under its loan (the "Bank Loan") with its principal lender,
      Wells Fargo Bank, formerly First Interstate Bank of Arizona (the "Bank").
      All Borrower's obligations to Bank must be first paid to Bank in full
      before any payments may be made under this Loan, except for:

      6.1   payments of interest when due;

      6.2   payments of principal paid from proceeds of a capital investment by
            Lender or its affiliates in Borrower; and

      6.3   payments of principal when due on December 31, 1996, but only if (a)
            Bank has not given Borrower notice that it is in default or
            non-compliance under the Bank Loan and (b) the payment of principal
            would not cause Borrower to be out of compliance under the Bank Loan
            either (i) as of the date made, (ii) as of the most recent quarterly
            compliance date under the Bank Loan (assuming the payment had been
            made on the last day of such quarter), or (iii) as of the next
            quarterly compliance date under the Bank Loan (based on Borrower's
            current projected financial statements). If Borrower makes a payment
            of principal, Borrower will deliver to Lender and Bank a certificate
            confirming that these conditions are satisfied.

      6.4   If there is an Event of Default under Section 9.4 below, then
            Borrower and its officers, assigns, trustee, receiver, and other
            representative are directed to pay Bank the full amount of the Bank
            Loan before making any payments to Lender other than payments of
            principal out of proceeds of the investment by Lender or its
            affiliates in Borrower.

7.    NO SECURITY. The Loan is unsecured but constitutes a general obligation of
      Borrower.

8.    MANAGEMENT BONUS PLAN. If Borrower establishes a management bonus plan for
      its fiscal years 1997, 1998, or 1999 Borrower's compensation committee and
      management will provide Lender with a written explanation of any
      differences between (a) the income projections used to establish fiscal
      1997, 1998, and 1999 bonus levels in the plan and (b) the income
      projections used by Vrolyk and Company in its evaluation of the value of
      Borrower's common stock.

9.    ADDITIONAL DOCUMENTS.  Borrower will execute and deliver to lender
      additional documents as necessary to carry out the purposes of this
      Agreement.

10.   EVENTS OF DEFAULT. The following events are "Events of Default":

      10.1  Borrower fails to pay any amount under this Agreement when due
            and payable;

      10.2  Borrower fails or neglects to perform, keep, or observe any term,
            provision, condition, covenant, representation, or warranty
            contained in this Agreement;

      10.3  Borrower becomes insolvent; or


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      10.4  A complaint or case is filed by or against borrower under federal
            bankruptcy laws and is not dismissed within 60 days of filing;
            Borrower admits to inability to pay or fails to pay Borrower's debts
            generally as they mature; Borrower makes an assignment for the
            benefit of creditors; a receiver is appointed for Borrower; or any
            other insolvency proceedings are instituted by or against Borrower
            and are not dismissed within 60 days of filing.

11.   ACCELERATION OF OBLIGATIONS AND REMEDIES. If there is an event of default,
      the outstanding Loan balance and all other amounts owed by Borrower to
      Lender will, if Lender elects, become immediately due and payable without
      notice to or demand upon Borrower of any kind. Any acceleration, if
      elected by Lender, is subject to all applicable laws.

12.   USURY SAVINGS CLAUSE. Borrower will not, upon acceleration of maturity by
      Lender or otherwise, be required to pay any interest in excess of the
      maximum amount permitted by law.

13.   MISCELLANEOUS.

      13.1  Waiver of Defaults. Lender may, in its sole discretion, waive a
            default or cure at Borrower's expense a default. Any waiver in a
            particular instance or of a particular default is not a waiver of
            other defaults or of the same kind or default at another time.

      13.2  Entire Agreement; Amendments. This Agreement is the entire Agreement
            of the parties with respect to its subject matter and may not be
            changed or amended without the written consent of each party.

      13.3  Severability. If any part (or parts) of this Agreement is invalid,
            illegal, or unenforceable in any respect, such invalidity,
            illegality or unenforceability will not effect any provisions of
            this Agreement, and this Agreement will be construed as if the
            invalid, illegal, or unenforceable provision were omitted, provided
            that such construction and omission is consistent with the general
            intent of the parties as evidenced by this Agreement considered as
            an entirety.

      13.4  Notices. Notices required under this Agreement are effective upon
            delivery or three days after mailing by registered or certified
            mail, return receipt requested, to the address of the parties shown
            on the signature page of this Agreement (which may be changed by
            notice).

      13.5  Governing Law.  This Agreement is governed by the laws of Arizona.

      13.6  Assignability. This Agreement may not be assigned without the prior
            written consent of each party.

      13.7  Counterparts. This Agreement may be executed in counterparts and all
            counterparts so executed constitute one Agreement.


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      13.8  Attorneys' Fees. In any proceeding arising under this Agreement, the
            prevailing party is entitled to recover the attorneys' fees, costs,
            and expenses in connection with such proceeding.

14.   EXECUTION AND EFFECTIVE DATE. This Agreement is executed                 ,
                                                               ----------------
      1996 and effective as of July 1, 1996.

                  "BORROWER"

                  Rockford Corporation


                  By: /s/
                      -----------------------------------
                     Chief Financial Officer

                  Address: 648 S. River Drive
                           Tempe, Arizona 85281


                  "LENDER"


                                   / s /
                      -----------------------------------
                     Caroline S. Bartol

                  Address: 38415 Sombrero Road
                           Carefree, Arizona 85377
                           P.O. Box 1209



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