Exhibit 10.11B
                             FIRST AMENDMENT TO THE
              RECOTON CORPORATION CODE SECTION 401(K) PROFIT SHARING
                            PLAN AND TRUST AGREEMENT

          Recoton Corporation, a New York corporation (the "Employer"), and
Herbert H. Borchardt, Robert L. Borchardt and Joseph Massot (collectively
referred to as the "Trustee") agree and consent to amend the Recoton Corporation
Code section 401(k) Profit Sharing Plan and Trust Agreement effective the 1st
day of January, 1995, as follows:

          1. Section 9.11 of Article IX of the Plan is amended by adding the
following provision as paragraph (D):

          (D) SPECIAL RULE FOR CERTAIN CONTRIBUTIONS. To apply Section 9.11(A)
          to the allocation of net income, gain or loss with respect to Deferral
          Contributions, the Advisory Committee will apply the weighted average
          method. The "weighted average allocation" method treats a weighted
          portion of the Deferral Contributions made during the valuation period
          as if includible in the Participant's Account as of the beginning of
          the valuation period. The weighted portion is a fraction, the
          numerator of which is the number of days in the valuation period,
          excluding each day in the valuation period which begins prior to the
          contribution date of the applicable contributions, and the denominator
          of which is the number of days in the valuation period.

          2. Subparagraph A.(2) of Section 5.03 is deleted in its entirety and
the following inserted in lie thereof:

               (2) MATCHING CONTRIBUTIONS ACCOUNT AND EMPLOYEE CONTRIBUTIONS
          ACCOUNT. Except as provided in Section 5.01 and 5.02, for each Year of
          Service, a Participant's Nonforfeitable percentage of his Matching
          Contributions Account and Employer Contributions Account equals the
          percentage in the following vesting schedule:

                                                    PERCENT OF
          YEARS OF SERVICE                        NONFORFETIBABLE
          WITH THE EMPLOYER                       ACCRUED BENEFIT
          -----------------                       ----------------

          Less than 3                                  None
                  3                                     20%
                  4                                     40%
                  5                                     60%
                  6                                     80%
                  7 or more                            100%

               Effective for any Plan Year for which the Plan is top heavy, the
          Advisory Committee will calculate a Participant's Nonforfeitable
          Percentage under the following schedule:

                                                    PERCENT OF
          YEARS OF SERVICE                        NONFORFETIBABLE
          WITH THE EMPLOYER                       ACCRUED BENEFIT
          -----------------                       ----------------

          Less than 2                                  None
                  2                                     20%
                  3                                     40%
                  4                                     60%
                  5                                     80%
                  6 or more                            100%

               The Advisory Committee will apply the top heavy schedule to
          Participants who earn at least one Hour of Service after the top heavy
          schedule becomes effective. A shift between vesting schedules under
          this Section 5.03 is an amendment to the vesting schedule and the
          Advisory Committee must apply the rules of Section 7.05 accordingly. A
          shift to a new vesting schedule under this Section 5.03 is effective
          on the first day of the Plan Year for which the top heavy status of
          the Plan changes.

          Except as hereinabove amended, the Recoton Corporation Code Section
401(k) Profit Sharing Plan and Trust Agreement shall remain unchanged and shall
continue in full force and effect, provided, however, that no amendment hereto
shall retroactively eliminate an option form of benefit that is a protected
benefit under Code Section 411(d)(6) and applicable Treasury Regulations.

Signed, sealed and delivered
in the presence of:                      EMPLOYER:

                                         RECOTON CORPORATION


                                         By: /s/ JOSEPH MASSOT
-----------------------------                ------------------------------
                                             Joseph Massot, Vice President
                                             and Treasurer


-----------------------------
As to Employer


                                        TRUSTEE:


                                        /s/ HERBERT H. BORCHARDT
-----------------------------           -----------------------------
                                        Herbert H. Borchardt


-----------------------------
As to Trustee


                                        /s/ ROBERT L. BORCHARDT
-----------------------------           -----------------------------
                                        Robert L. Borchardt


-----------------------------
As to Trustee


                                        /s/ JOSEPH MASSOT
-----------------------------           -----------------------------
                                        Joseph Massot


-----------------------------
As to Trustee