##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

| |                 |                                                                                                                                         
| | --------------- | ----------------------------------------------------------------------------------------------------------------------------------------
| | X IN BALLOT BOX | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended December 31, 2003

OR

| |                 |                                                                                         
| | --------------- | ----------------------------------------------------------------------------------------
| | OPEN BALLOT BOX | TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-3295

---

KOSS CORPORATION
(Exact Name of Registrant as Specified in its Charter)

|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|A DELAWARE CORPORATION                                          |  | 39-1168275                          
|                                                                |  |                                     
|(State or other jurisdiction of  incorporation or organization) |  | (I.R.S. Employer Identification No.)

4129 North Port Washington Avenue, Milwaukee, Wisconsin 53212
(Address of principal executive offices) (Zip Code)

Registrants telephone number,
including area code:  (414) 964-5000

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.

YES  X IN BALLOT BOX   
NO  OPEN BALLOT BOX

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

YES  OPEN BALLOT BOX   
NO  X IN BALLOT BOX

At December 31, 2003, there were 3,767,929 shares outstanding of the
registrants common stock, $0.005 par value per share.





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TABLE OF CONTENTS



|                                                 |                                                                                                |                                                                  |  |  |  |  |  | 
|------------------------------------------------ | ---------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION                    
|                                                 | Item 1. Financial Statements.                                                                 
|                                                 |                                                                                                | CONDENSED CONSOLIDATED BALANCE SHEETS                           
|                                                 |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)         
|                                                 |                                                                                                | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)     
|                                                 |                                                                                                | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
|                                                 | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
|                                                 | Item 3. Quantitative and Qualitative Disclosures About Market Risk.                           
|                                                 | Item 4. Controls and Procedures.                                                              
|PART II OTHER INFORMATION                       
|                                                 | Item 6 Exhibits and Reports on Form 8-K                                                       
|Signatures                                      
|EXHIBIT INDEX                                   
|Certification Pursuant to Rule 13a-14(a)        
|Certification Pursuant to 18 U.S.C. Section 1350



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##### Table of Contents



KOSS CORPORATION AND SUBSIDIARIES
FORM 10-Q

December 31, 2003

INDEX

|        |  |                       |  |                                                                                                                     |  |      |  | 
|------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------- |  | ---- |  | 
|        |  |                       |  |                                                                                                                     |  | Page |  | 
|        |  |                       |  |                                                                                                                     |  |      |  | 
|       
|PART I  |  | FINANCIAL INFORMATION |  | 2                                                                                                                   |  |     
|       
|        |  | Item 1                |  | Financial Statements                                                                                                |  | 2    |  | 
|       
|        |  |                       |  | Condensed Consolidated Balance Sheets (Unaudited)
December 31, 2003 and June 30, 2003                               |  | 2   
|       
|        |  |                       |  | Condensed Consolidated Statements
of Income (Unaudited)Three months and six months ended
December 31, 2003 and 2002 |  | 3    |  | 
|       
|        |  |                       |  | Condensed Consolidated Statements of Cash
Flows (Unaudited)
Six months ended December 31, 2003 and 2002             |  | 4    |  | 
|       
|        |  |                       |  | Notes to Condensed Consolidated Financial
Statements (Unaudited) December 31, 2003                                  |  | 5-6  |  | 
|       
|        |  | Item 2                |  | Managements Discussion and Analysis of
Financial Condition and Results of Operations                               |  | 7-9 
|       
|        |  | Item 3                |  | Quantitative and Qualitative Disclosures
About Market Risk                                                          |  | 9    |  | 
|       
|        |  | Item 4                |  | Controls and Procedures                                                                                             |  | 9-10 |  | 
|       
|PART II |  | OTHER INFORMATION     |  | 10                                                                                                                  |  |     
|       
|        |  | Item 6                |  | Exhibits and Reports on Form 8-K                                                                                    |  | 10   |  | 

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PART I
FINANCIAL INFORMATION




Item 1. Financial Statements.

KOSS CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

|                                         |                                         |                         |                           |            |                   |            |            |               |                     |            | 
|---------------------------------------- | --------------------------------------- | ----------------------- | ------------------------- | ---------- | ----------------- | ---------- | ---------- | ------------- | ------------------- | ---------- | 
|                                         |                                         |                         |                           |            | December 31, 2003 |            |            | June 30, 2003 |                    
|                                         |                                         |                         |                           |            |                   |            |            |               |                    
|                                         |                                         |                         |                           |            |                   |            |            |               | (Restated - Note 1) |           
|ASSETS                                   |                                         |                         |                           |            |                   |            |            |              
|                                         | Current assets:                         |                         |                           |            |                   |            |            |               |                    
|                                         |                                         | Cash                    |                           | $          | 941,007           |            |            | $             | 1,557,104           |           
|                                         |                                         | Accounts receivable     |                           |            | 9,614,966         |            |            |               | 8,695,553           |           
|                                         |                                         | Income taxes receivable |                           |            |                  |            |            |               | 181,871             |           
|                                         |                                         | Inventories             |                           |            | 9,006,416         |            |            |               | 7,333,772           |           
|                                         |                                         | Other current assets    |                           |            | 1,225,909         |            |            |               | 1,240,383           |           
|                                         |                                         |                         |                           |            |                   |            |            |              
|                                         |                                         |                         | Total current assets      |            |                   | 20,788,298 |            |               |                     | 19,008,683 | 
|                                         | Property and equipment, net             |                         |                           | 1,863,790  |                   |            |            | 1,923,817     |                    
|                                         | Other assets                            |                         |                           | 2,865,798  |                   |            |            | 2,854,318     |                    
|                                         |                                         |                         |                           |            |                   |            |            |              
|                                         |                                         | $                       | 25,517,886                |            |                   | $          | 23,786,818 |              
|                                         |                                         |                         |                           |            |                   |            |            |              
|LIABILITIES AND STOCKHOLDERS INVESTMENT |                                         |                         |                           |            |                   |            |            |              
|                                         | Current liabilities:                    |                         |                           |            |                   |            |            |               |                    
|                                         |                                         | Accounts payable        |                           | $          | 3,390,334         |            |            | $             | 2,793,550           |           
|                                         |                                         | Accrued liabilities     |                           |            | 1,621,514         |            |            |               | 1,499,043           |           
|                                         |                                         | Income taxes payable    |                           |            | 287,232           |            |            |               |                    |           
|                                         |                                         | Dividends payable       |                           |            | 489,831           |            |            |               | 488,856             |           
|                                         |                                         |                         |                           |            |                   |            |            |              
|                                         |                                         |                         | Total current liabilities |            |                   | 5,788,911  |            |               |                     | 4,781,449  | 
|                                         | Deferred compensation                   |                         |                           | 1,041,193  |                   |            |            | 1,014,167     |                    
|                                         | Contingently redeemable equity interest |                         |                           | 1,490,000  |                   |            |            | 1,490,000     |                    
|                                         | Stockholders investment                |                         |                           | 17,197,782 |                   |            |            | 16,501,202    |                    
|                                         |                                         |                         |                           |            |                   |            |            |              
|                                         |                                         | $                       | 25,517,886                |            |                   | $          | 23,786,818 |              
|                                         |                                         |                         |                           |            |                   |            |            |              

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

|                                            |                  |      |              |           |      |            |           |           |  |   |            |           |   |   |            |           |  
|------------------------------------------- | ---------------- | ---- | ------------ | --------- | ---- | ---------- | --------- | --------- |  | - | ---------- | --------- | - | - | ---------- | --------- | -
|                                            |                  |      | Three Months |           |      | Six Months |          
|Period Ended December 31                    |                  | 2003 |              |           | 2002 |            |           | 2003      |  |   | 2002       |          
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|Net sales                                   |                  | $    | 9,839,572    |           |      | $          | 7,818,848 |           |  | $ | 19,004,263 |           |   | $ | 16,773,826 |          
|Cost of goods sold                          |                  |      | 6,097,572    |           |      |            | 4,627,988 |           |  |   | 11,764,618 |           |   |   | 10,052,209 |          
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|Gross profit                                |                  |      | 3,742,000    |           |      |            | 3,190,860 |           |  |   | 7,239,645  |           |   |   | 6,721,617  |          
|Selling, general and
administrative expense |                  |      | 1,972,115    |           |      |            | 1,733,143 |           |  |   | 4,001,849  |           |   |   | 3,613,795  |          
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|Income from operations                      |                  |      | 1,769,885    |           |      |            | 1,457,717 |           |  |   | 3,237,796  |           |   |   | 3,107,822  |          
|Other
income (expense)                      |                  |      |              |           |      |            |           |           |  |   |            |           |   |   |            |          
|                                            | Royalty income   |      |              | 387,367   |      |            |           | 254,760   |  |   |            | 577,692   |   |   |            | 418,721   |  
|                                            | Interest income  |      |              | 701       |      |            |           | 2,502     |  |   |            | 5,121     |   |   |            | 6,781     |  
|                                            | Interest expense |      |              | (960      | )    |            |           |          |  |   |            | (960      | ) |   |            | (11,290   | )
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|Income before income tax provision          |                  |      | 2,156,993    |           |      |            | 1,714,979 |           |  |   | 3,819,649  |           |   |   | 3,522,034  |          
|Provision for income taxes                  |                  |      | 861,517      |           |      |            | 668,842   |           |  |   | 1,503,669  |           |   |   | 1,375,119  |          
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|                                            | Net income       |      | $            | 1,295,476 |      |            | $         | 1,046,137 |  |   | $          | 2,315,980 |   |   | $          | 2,146,915 |  
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|Earnings per common share:                  |                  |      |              |           |      |            |           |           |  |   |            |           |   |   |            |          
|                                            | Basic            |      | $            | 0.34      |      |            | $         | 0.29      |  |   | $          | 0.61      |   |   | $          | 0.59      |  
|                                            | Diluted          |      | $            | 0.33      |      |            | $         | 0.27      |  |   | $          | 0.59      |   |   | $          | 0.56      |  
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          
|Dividends per common share                  |                  | $    | 0.13         |           |      | $          | 0.13      |           |  | $ | 0.26       |           |   | $ | 0.26       |          
|                                            |                  |      |              |           |      |            |           |           |  |   |            |          

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

|                                      |                                                                                   |                                       |                                                 |            |          |            |           |           |          |            |  
|------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------- | ----------------------------------------------- | ---------- | -------- | ---------- | --------- | --------- | -------- | ---------- | -
|Six Months Ended December 31,         |                                                                                   | 2003                                  |                                                 |            | 2002     |           
|                                      |                                                                                   |                                       |                                                 |            |          |           
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                   |                                       |                                                 |            |          |            |           |          
|                                      | Net income                                                                        |                                       | $                                               | 2,315,980  |          |            | $         | 2,146,915 |         
|                                      | Adjustments to reconcile net
income to net cash provided
by operating activities: |                                       |                                                 |            |          |            |           |           |         
|                                      |                                                                                   |                                       | Depreciation and amortization                   |            |          | 350,667    |           |           |          | 254,520    |  
|                                      |                                                                                   |                                       | Deferred compensation                           |            |          | 27,026     |           |           |          | (26,436    | )
|                                      |                                                                                   |                                       | Net changes in operating assets and
liabilities |            |          | (1,487,297 | )         |           |          | (1,382,487 | )
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|                                      | Net cash provided by operating
activities                                         |                                       |                                                 | 1,206,376  |          |            |           | 992,512   |         
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                   |                                       |                                                 |            |          |            |           |          
|                                      | Acquisition of equipment                                                          |                                       |                                                 | (272,874   | )        |            |           | (423,840  | )       
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|                                      |                                                                                   | Net cash used in investing activities |                                                 |            | (272,874 | )          |           |           | (423,840 | )         
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|CASH FLOWS FROM FINANCING ACTIVITIES: |                                                                                   |                                       |                                                 |            |          |            |           |          
|                                      | Dividends paid                                                                    |                                       |                                                 | (981,287   | )        |            |           | (477,172  | )       
|                                      | Purchase of common stock                                                          |                                       |                                                 | (877,500   | )        |            |           | (340,000  | )       
|                                      | Exercise of stock options                                                         |                                       |                                                 | 309,188    |          |            |           |          |         
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|                                      | Net cash used in financing activities                                             |                                       |                                                 | (1,549,599 | )        |            |           | (817,172  | )       
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|Net decrease in cash                  |                                                                                   |                                       | (616,097                                        | )          |          |            | (248,500  | )        
|Cash at beginning of period           |                                                                                   |                                       | 1,557,104                                       |            |          |            | 1,052,364 |          
|                                      |                                                                                   |                                       |                                                 |            |          |            |          
|Cash at end of period                 |                                                                                   | $                                     | 941,007                                         |            |          | $          | 803,864   |          
|                                      |                                                                                   |                                       |                                                 |            |          |            |          

See accompanying notes to the condensed consolidated financial statements.

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KOSS CORPORATION AND SUBSIDIARIES
December 31, 2003
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | The financial statements presented herein are based on interim amounts.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary to present fairly the financial position,
results of operations and cash flows at December 31, 2003 and for all
periods presented have been made. The income from operations for the
quarter ended December 31, 2003 is not necessarily indicative of the
operating results for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or
omitted. It is suggested that these condensed consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Registrants Annual Report on Form 10-K for the year ended June 20, 2003, which the Company has stated it will amend.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|  
|   |  | Certain balances contained in the June 30, 2003 financial statements have
been reclassified to be consistent with the December 31, 2003 presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   |  | The Companys restated financial information for fiscal year ended June 30, 2003 contained in the
Companys consolidated balance sheet at Item 1. in this Form 10-Q reflects a change in the treatment of repurchases
of some Company stock issued to employees on the exercise of employee stock options to comply with FIN 44: Accounting for Certain
Transactions Involving Stock Compensation an interpretation of APB Opinion No. 25 (FIN 44). The Company had previously accounted for these transactions as an acquisition
of treasury stock, whereas under FIN 44, the Company will treat the expenditures to acquire stock purchased directly from employees who held the stock for less than six months as a compensation
expense. The effect of the restatement was a decrease in taxes payable of $687,687 and an increase in stockholders investment by the
like amount. The restatement had no impact on results of operations for the three and six month period ended December 31, 2003 and
2002.                                                 
|  
|2. |  | EARNINGS PER COMMON SHARE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|  
|   |  | Basic earnings per common share are computed based on the weighted
average number of common shares outstanding. The weighted average number
of common shares outstanding for the quarters ending December 31, 2003
and 2002 were 3,767,929 and 3,655,242, respectively. For the six months
ended December 31, 2003 and 2002, weighted average number of common
shares outstanding were 3,767,011 and 3,662,898, respectively. When
dilutive, stock options are included as share equivalents using the
treasury stock method. Common stock equivalents of 115,523 and 191,603
related to stock option grants were included in the computation of the
average number of shares outstanding for diluted earnings per common
share for the quarters ended December 31, 2003 and 2002, respectively.
Common stock equivalents of 126,021 and 187,599 related to stock option
grants were included in the computation of the average number of shares
outstanding for diluted earnings per common share for the six months
ended December 31, 2003 and 2002, respectively.

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|   |  |                                                 
|-- |  | ------------------------------------------------
|3. |  | INVENTORIES                                     
|  
|   |  | The classification of inventories is as follows:

|                |  |                   |            |   |               |   |            |  
|--------------- |  | ----------------- | ---------- | - | ------------- | - | ---------- | -
|                |  | December 31, 2003 |            |   | June 30, 2003 |  
|                |  |                   |            |   |               |  
|Raw materials   |  | $                 | 3,104,981  |   |               | $ | 3,039,272  |  
|Work in process |  |                   | 59,562     |   |               |   |           |  
|Finished goods  |  |                   | 6,851,459  |   |               |   | 5,304,086  |  
|                |  |                   |            |   |               |  
|                |  |                   | 10,016,002 |   |               |   | 8,343,358  |  
|LIFO reserve    |  |                   | (1,009,586 | ) |               |   | (1,009,586 | )
|                |  |                   |            |   |               |  
|                |  | $                 | 9,006,416  |   |               | $ | 7,333,772  |  
|                |  |                   |            |   |               |  

|   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. |  | STOCK PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | The Company has an agreement with its Chairman to repurchase stock from
his estate (only upon the election of the estate) in the event of his death. The repurchase price is 95% of the
fair market value of the
common stock on the date that notice to repurchase is provided to the
Company. The total number of shares to be repurchased shall be
sufficient to provide proceeds which are the lesser of $2,500,000 or the
amount of estate taxes and administrative expenses incurred by his
estate. The Company is obligated to pay in cash 25% of the total amount
due and to execute a promissory note at the prime rate of interest for
the balance. The Company maintains a $1,150,000 life insurance policy to
fund a substantial portion of this obligation. At December 31, 2003 and
June 30, 2003, $1,490,000 has been classified as a Contingently
Redeemable Equity Interest reflecting the estimated obligation in the
event of execution of the agreement.
|  
|5. |  | RECENTLY ISSUED FINANCIAL ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|  
|   |  | During April 2003, the Financial Accounting Standards Board (FASB)
issued Statement of Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities, which
amends and clarifies financial accounting and reporting for certain
derivative instruments. We anticipate the adoption of this statement
will have a material impact on our consolidated financial statements. We
are in the process of determining the impact of this statement on our
consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                             
|  
|   |  | During May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity, which establishes standards for the classification and
measurement of certain financial instruments with characteristics of both
liabilities and equity. The adoption of this statement did not have a
material effect on the Company's consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|  
|6. |  | DIVIDENDS DECLARED                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   |  | On December 19, 2003, the Company declared a quarterly cash dividend of
$0.13 per share for stockholders of record on December 31, 2003 to be
paid January 15, 2004. Such dividend payable has been recorded at December 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|7. |  | STOCK BASED COMPENSATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   |  | The Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure. SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, SFAS No. 148 amends the
disclosure requirement of SFAS No. 123, Accounting for Stock-Based
Compensation, to require more prominent and more frequent disclosures in
financial statements of the effects of stock-based compensation.                                                                                                                                                                                                                                                                                                                                                                           
|  
|   |  | The Company maintains stock option plans for certain of its directors, officers
and key employees and accounts for these plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|   |  | The effect on net income and earnings per share had the Company applied the
fair value recognition provisions of SFAS No. 123 is presented below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

Three Months EndedDecember 31, 2003
    
    December 31, 2002Net income, as reported
    
    $
    1,295,476
    
    
    $
    1,046,137Less: stock-based compensation expense
determined based on the fair value, net of tax
    
    
    (118,660
    )
    
    
    (106,556
    )Pro forma net income
    
    $
    1,176,816
    
    
    $
    939,581Diluted net income per share:As reported
    
    $
    0.33
    
    
    $
    0.27Pro forma
    
    $
    0.30
    
    
    $
    0.24Basic net income per share:As reported
    
    $
    0.34
    
    
    $
    0.29Pro forma
    
    $
    0.31
    
    
    $
    0.26


Six Months EndedDecember 31, 2003
    
    December 31, 2002Net income, as reported
    
    $
    2,315,980
    
    
    $
    2,146,915Less: stock-based compensation expense
determined based on the fair value, net of tax
    
    
    (237,320
    )
    
    
    (213,112
    )Pro forma net income
    
    $
    2,078,660
    
    
    $
    1,933,803Diluted net income per share:As reported
    
    $
    0.59
    
    
    $
    0.56Pro forma
    
    $
    0.53
    
    
    $
    0.50Basic net income per share:As reported
    
    $
    0.61
    
    
    $
    0.59Pro forma
    
    $
    0.55
    
    
    $
    0.53


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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

Financial Condition, Liquidity and Capital Resources

Cash provided by operating activities during the six months ended December 31,
2003 amounted to $1,206,376. This was primarily a result of net income for the
period partially offset by changes in operating assets and liabilities,
primarily related to increases in accounts receivable, inventories, accounts
payable, and income taxes payable.

Capital expenditures for new property and equipment (including production
tooling) were $272,874 for the six months ended December 31, 2003. Budgeted
capital expenditures for fiscal year 2004 are $1,573,000. The Company expects
to generate sufficient funds through operations to fund these expenditures.

Stockholders investment increased to $17,197,782 at December 31, 2003, from
$16,501,202 at June 30, 2003. The increase reflects the effect of net income
offset by the purchase and retirement of common stock and dividends declared
during the period.

The Company amended its existing credit facility in October 2003, extending the
maturity date of the unsecured line of credit to November 1, 2004. This credit
facility provides for borrowings up to a maximum of $10,000,000. The Company
can use this credit facility for working capital purposes or for the purchase
of its own common stock pursuant to the Companys common stock repurchase
program. Borrowings under this credit facility bear interest at the banks
prime rate, or LIBOR plus 1.75%. This credit facility includes certain
financial covenants that require the Company to maintain a minimum tangible net
worth and specified current, interest coverage, and leverage ratios. The
Company uses its credit facility from time to time, although there was no
utilization of this credit facility at December 31, 2003 or June 30, 2003.

In April of 1995, the Board of Directors approved a stock repurchase program
authorizing the Company to purchase from time to time up to $2,000,000 of its
common stock for its own account. Subsequently, the Board of Directors
periodically have approved increases in the stock repurchase program. The most
recent increase was for an additional $2,000,000 in January 2003, for a maximum
of $37,500,000. The Company intends to effectuate all stock purchases either
on the open market or through privately negotiated transactions, and intends to
finance all stock purchases through its own cash flow or by borrowing for such
purchases.

For the six month period ended December 31, 2003, the Company purchased 45,000
shares of its common stock at a net price of $13.59 per share, for a total net
purchase price of $611,325. The Company will continue to repurchase its shares
from the open market when the Board of Directors determines the shares to be
undervalued. As of the date hereof, the Companys Board of Directors has
authorized the repurchase by the Company of up to $2,501,360.82 in Company
common stock at the discretion of the Chief Executive Officer of the Company.

From the commencement of the Companys stock repurchase program through
December 31, 2003, the Company has purchased a total of 4,969,180 shares for a
total gross purchase price of $40,655,545, (representing an average gross
purchase price of $8.18 per share) and a total net purchase price of
$36,030,060 (representing an average net purchase price of $7.25 per share).
The difference between the total gross purchase price and the total net
purchase price is the result of the Company purchasing from certain employees
shares of the Companys stock acquired by such employees pursuant to the
Companys stock option program. In determining the dollar amount available for
additional purchases under the stock

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repurchase program, the Company uses the
total net purchase price paid by the Company for all stock purchases, as
authorized by the Board of Directors.

The Company also has an Employee Stock Ownership Plan and Trust (ESOP)
pursuant to which shares of the Companys stock are purchased by the ESOP for
allocation to the accounts of ESOP participants. For the six months ended
December 31, 2003, the ESOP purchased 3,633 shares of the Companys stock.

Results of Operations

Net sales for the second quarter ended December 31, 2003 rose 26% to $9,839,572
from $7,818,848 for the same period in 2002. Net sales for the six months
ended December 31, 2003 were $19,004,263 up 13% compared with $16,773,826
during the same six months one year ago. This was due to sales increases in
the Companys largest accounts both in the U.S. and Europe.

Gross profit as a percent of net sales was 38% for the quarter ended December
31, 2003 compared to 41% for the same period in the prior year. For the six
month period ended December 31, 2003, the gross profit percentage was 38%
compared to 40% for the same period in 2002. This was primarily due to the
Company experiencing higher incoming freight costs compared to prior years.

Selling, general and administrative expenses for the quarter ended December 31,
2003 were $1,972,115 or 20% of net sales, compared to $1,733,143 or 22% of net
sales for the same period in 2002. For the six month period ended December
2003, these expenses were $4,001,849 or 21% of net sales, compared to
$3,613,795 or 22% of net sales, for the same period in 2002.

For the second quarter ended December 31, 2003, income from operations was
$1,769,885 versus $1,457,717 for the same period in the prior year. Income
from operations for the six months ended December 31, 2003 was $3,237,796 as
compared to $3,107,822 for the same period in 2002. This was due to the
Company experiencing higher sales volume.

Effective July 1, 1998, the Company entered into a License Agreement and an
Addendum thereto with Logitech Electronics Inc. of Ontario, Canada whereby the
Company licensed to Logitech the right to sell multimedia/computer speakers
under the Koss brand name. This License Agreement covers North America and
certain countries in South America and Europe, requiring royalty payments by
Logitech through June 30, 2008, subject to certain minimum annual royalty
amounts.

The Company has a License Agreement with Jiangsu Electronics Industries
Limited, a subsidiary of Orient Power Holdings Limited, by way of an assignment
of a previously existing License Agreement with Trabelco N.V. Orient Power is
based in Hong Kong and has an extensive portfolio of audio and video products.
This License Agreement covers the United States, Canada, and Mexico, and has
been renewed through December 31, 2004. Pursuant to this License Agreement,
Jiangsu Electronics has agreed to meet certain minimum royalty amounts each
year. The products covered by this License Agreement include various consumer
electronics products.

Effective June 30, 2003, the Company entered into a License Agreement with
Sonigem Products, Inc. (Sonigem) of Ontario, Canada whereby the Company
licensed to Sonigem the right to sell video and communications products under
the Koss brand name. This License Agreement covers Canada, requiring royalty
payments by Sonigem through June 30, 2010, subject to certain minimum annual
royalty amounts.

Royalty income for the quarter ended December 31, 2003 was $387,367, compared
to $254,760 for the quarter ended December 31, 2002. For the six month period
ended December 31, 2003 royalty income was $577,692 compared to $418,721 for
the period ending December 31, 2002. The increase in royalty income was due to
increased sales by Jiangsu Electronics.

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On December 19, 2003, the Company declared a quarterly cash dividend of $0.13
per share payable on January 15, 2004 to stockholders of record on December 31,
2003, which is recorded as dividends payable.

Recently Issued Financial Accounting Pronouncements

During April 2003, the Financial Accounting Standards Board (FASB)
issued Statement of Accounting Standards (SFAS) No. 149, Amendment of
Statement 133 on Derivative Instruments and Hedging Activities, which amends
and clarifies financial accounting and reporting for certain derivative
instruments. We do not anticipate the adoption of this statement will have a
material impact on our consolidated financial statements, as we are not
currently a party to derivative financial instruments included in this
standard.

During May 2003, the FASB issued SFAS No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,
which establishes standards for the classification and measurement of certain
financial instruments with characteristics of both liabilities and
equity. The adoption of this statement did not have a material effect
on the Companys consolidated financial statements.




Item 3. Quantitative and Qualitative Disclosures About Market Risk.

In managements opinion, the Company does not engage in any material risk
sensitive activities and does not have any market risk sensitive instruments,
other than the Companys commercial credit facility used for working capital
purposes and stock repurchases as disclosed on page 7 of this Form 10-Q.




Item 4. Controls and Procedures.

The Companys management, including the Chief Executive Officer/Chief Financial
Officer, evaluated the Companys disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14(c) and 15d-14(c)) as of the end of the period covered by this report and concluded that the Companys disclosure controls and procedures
were effective. There were no significant changes in the Companys internal
controls or in other factors that could significantly affect these controls,
including any corrective actions with regard to significant deficiencies and
material weaknesses subsequent to the date of their evaluation. Management,
including the Chief Executive Officer/Chief Financial Officer, periodically
reviews the Companys internal controls for effectiveness and plans to conduct
quarterly evaluations of its disclosure controls and procedures.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains forward-looking statements within the meaning of that
term in the Private Securities Litigation Reform Act of 1995 (the Act)
(Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934). Additional written or oral forward-looking statements
may be made by the Company from time to time in filings with the Securities
Exchange Commission, press releases, or otherwise. Statements contained in
this Form 10-Q that are not historical facts are forward-looking statements
made pursuant to the safe harbor provisions of the Act. Forward-looking
statements may include, but are not limited to, projections of revenue, income
or loss and capital expenditures, statements regarding future operations,
anticipated financing needs, compliance with financial covenants in loan
agreements, plans for acquisitions or sales of assets or businesses, plans

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relating to products or services of the Company, assessments of materiality,
predictions of future events, the effects of pending and possible litigation,
and assumptions relating to the foregoing. In addition, when used in this Form
10-Q, the words anticipates, believes, estimates, expects, intends,
plans and variations thereof and similar expressions are intended to identify
forward-looking statements.

Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified based on current expectations.
Consequently, future events and actual results could differ materially from
those set forth in, contemplated by, or underlying the forward-looking
statements contained in this Form 10-Q, or in other Company filings, press
releases, or otherwise. In addition to the factors discussed in this Form
10-Q, other factors that could contribute to or cause such differences include,
but are not limited to, developments in any one or more of the following areas:
future fluctuations in economic conditions, the receptivity of consumers to new
consumer electronics technologies, the rate and consumer acceptance of new
product introductions, competition, pricing, the number and nature of customers
and their product orders, production by third party vendors, foreign
manufacturing, sourcing and sales (including foreign government regulation,
trade and importation concerns), borrowing costs, changes in tax rates, pending
or threatened litigation and investigations, and other risk factors which may
be detailed from time to time in the Companys Securities and Exchange
Commission filings.

Readers are cautioned not to place undue reliance on any forward-looking
statements contained herein, which speak only as of the date hereof. The
Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements that may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unexpected events.







PART II
OTHER INFORMATION

|       |  |                                  |  |                                                                                                                                                           
|------ |  | -------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Item 6 |  | Exhibits and Reports on Form 8-K
|      
|       |  | (a)                              |  | Exhibits Filed                                                                                                                                            
|      
|       |  |                                  |  | See Exhibit Index attached hereto.                                                                                                                        
|      
|       |  | (b)                              |  | Reports on Form 8-K                                                                                                                                       
|      
|       |  |                                  |  | On October 8, 2003, the Company filed a Current Report on
Form 8-K to report a press release. The matter was reported
under Items 7, 9 and 12 of Form 8-K.

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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.

KOSS CORPORATION

|      |  |                   |  |                          
|----- |  | ----------------- |  | -------------------------
|Date: |  | February 16, 2004 |  | /s/ Michael J. Koss      
|      |  |                   |  | Michael J. Koss          
|      |  |                   |  | Vice Chairman, President,
|      |  |                   |  | Chief Executive Officer, 
|      |  |                   |  | Chief Financial Officer  
|     
|     
|Date: |  | February 16, 2004 |  | /s/ Sue
Sachdeva         
|      |  |                   |  | Sue Sachdeva             
|      |  |                   |  | Vice PresidentFinance   
|      |  |                   |  | Secretary                

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EXHIBIT INDEX

The Company will furnish a copy of any exhibit described below upon request and
upon reimbursement to the Company of its reasonable expenses of furnishing such
exhibit, which shall be limited to a photocopying charge of $0.25 per page and,
if mailed to the requesting party, the cost of first-class postage.

|            |  |                                                                                       |  |               |     |  
|----------- |  | ------------------------------------------------------------------------------------- |  | ------------- | --- | -
|Designation |  |                                                                                       |  | Incorporation |    
|of Exhibit  |  | Exhibit Title                                                                         |  | by Reference  |    
|            |  |                                                                                       |  |               |    
|           
|3.1         |  | Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996  |  |               | (1  | )
|           
|3.2         |  | By-Laws of Koss Corporation, as in effect on
September 25, 1996                       |  |               | (2  | )
|           
|4.1         |  | Certificate of Incorporation of Koss Corporation, as in
effect on September 25, 1996. |  |               | (1  | )
|           
|4.2         |  | By-Laws of Koss Corporation, as in effect on September 25, 1996                       |  |               | (2  | )
|           
|10.1        |  | Officer Loan Policy                                                                   |  |               | (3  | )
|           
|10.3        |  | Supplemental Medical Care Reimbursement Plan                                          |  |               | (4  | )
|           
|10.4        |  | Death Benefit Agreement with John C. Koss                                             |  |               | (5  | )
|           
|10.5        |  | Stock Purchase Agreement with John C. Koss                                            |  |               | (6  | )
|           
|10.6        |  | Salary Continuation Resolution for John C . Koss                                      |  |               | (7  | )
|           
|10.7        |  | 1983 Incentive Stock Option Plan                                                      |  |               | (8  | )
|           
|10.8        |  | Assignment of Lease to John C. Koss                                                   |  |               | (9  | )
|           
|10.9        |  | Addendum to Lease                                                                     |  |               | (10 | )
|           
|10.10       |  | 1990 Flexible Incentive Plan                                                          |  |               | (11 | )
|           
|10.12       |  | Loan Agreement, effective as of February 17, 1995                                     |  |               | (12 | )
|           
|10.13       |  | Amendment to Loan Agreement dated June 15, 1995, effective as of
February 17, 1995    |  |               | (13 | )
|           
|10.14       |  | Amendment to Loan Agreement dated April 29, 1999                                      |  |               | (14 | )
|           
|10.15       |  | Amendment to Loan Agreement dated December 15, 1999.                                  |  |               | (15 | )
|           
|10.16       |  | Amendment to Loan Agreement dated October 10, 2001.                                   |  |               | (16 | )

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|      |  |                                                                                                                                                                                                                                                                                                                                                           |  |  |     |  
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --- | -
|10.17 |  | License Agreement dated November 15, 1991 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for North America, Central
America and South America (including Amendment
to License Agreement dated November 15, 1991;
Renewal Letter dated November 18, 1994; and Second
Amendment to License Agreement dated September 29, 1995) |  |  | (17 | )
|     
|10.18 |  | License Agreement dated September 29, 1995 between
Koss Corporation and Trabelco N.V. (a subsidiary
of Hagemeyer N.V.) for Europe (including First
Amendment to License Agreement dated December 26, 1995)                                                                                                                                                |  |  | (18 | )
|     
|10.19 |  | Third Amendment and Assignment of License Agreement to Jiangsu
Electronics Industries Limited dated as of March 31, 1997                                                                                                                                                                                                                                  |  |  | (19 | )
|     
|10.20 |  | Fourth Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated as of May 29, 1998                                                                                                                                                                                                                        |  |  | (20 | )
|     
|10.21 |  | Fifth Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated March 30, 2001                                                                                                                                                                                                                             |  |  | (21 | )
|     
|10.22 |  | Sixth Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated August 15, 2001                                                                                                                                                                                                                            |  |  | (22 | )
|     
|10.23 |  | Seventh Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated December 28, 2001                                                                                                                                                                                                                        |  |  | (23 | )
|     
|10.24 |  | Eighth Amendment to License Agreement between Koss Corporation and
Jiangsu Electronics Industries Limited dated July 31, 2002                                                                                                                                                                                                                             |  |  | (24 | )
|     
|10.25 |  | License Agreement dated June 30, 1998 between Koss Corporation and
Logitech Electronics Inc. (including Addendum to License Agreement
dated June 30, 1998)                                                                                                                                                                                                |  |  | (25 | )
|     
|10.26 |  | Amendment and Extension Agreement between Koss Corporation and Logitech
Electronics Inc. dated May 1, 2001                                                                                                                                                                                                                                                |  |  | (26 | )
|     
|10.27 |  | Consent of Directors (Supplemental Executive Retirement Plan for
Michael J. Koss dated March 7, 1997)                                                                                                                                                                                                                                                     |  |  | (27 | )
|     
|10.28 |  | Amendment to Lease                                                                                                                                                                                                                                                                                                                                        |  |  | (28 | )
|     
|10.29 |  | Partial Assignment, Termination and Modification of Lease                                                                                                                                                                                                                                                                                                 |  |  | (29 | )

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|      |  |                                                                                                                                                       |  |  |                                 |  
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------------------------------- | -
|10.30 |  | Restated Lease                                                                                                                                        |  |  | (30                             | )
|     
|31.1  |  | Certification pursuant to Rule 13a-14(a) under the Securities
Exchange Act of 1934                                                                    |  |  | (Filed and
attached hereto      |  
|     
|32.1  |  | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002                                |  |  | (Furnished and
attached hereto) |  
|     
|(1)   |  | Incorporated by reference from Exhibit 3.1 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295)  |  |  |                                 |  
|     
|(2)   |  | Incorporated by reference from Exhibit 3.2 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295)  |  |  |                                 |  
|     
|(3)   |  | Incorporated by reference from Exhibit 10.1 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(4)   |  | Incorporated by reference from Exhibit 10.3 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(5)   |  | Incorporated by reference from Exhibit 10.4 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(6)   |  | Incorporated by reference from Exhibit 10.5 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(7)   |  | Incorporated by reference from Exhibit 10.6 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(8)   |  | Incorporated by reference from Exhibit 10.7 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1996 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(9)   |  | Incorporated by reference from Exhibit 10.7 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1988 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(10)  |  | Incorporated by reference from Exhibit 10.8 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1988 (Commission File No. 0-3295) |  |  |                                 |  
|     
|(11)  |  | Incorporated by reference from Exhibit 25 to the Companys Annual Report on Form 10-K
for the year ended June 30, 1990 (Commission File No. 0-3295)   |  |  |                                 |  

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|     |                                                                                                                                                                  |  |  |  | 
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|(12) | Incorporated by reference from Exhibit 10 to the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 1995 (Commission File No. 0-3295)      
|    
|(13) | Incorporated by reference from Exhibit 10.13 to the Companys Annual Report on Form 10-K for
the year ended June 30, 1995 (Commission File No. 0-3295)          
|    
|(14) | Incorporated by reference from Exhibit 10.14 to the Companys Annual Report on Form 10-K for
the year ended June 30, 1999 (Commission File No. 0-3295           
|    
|(15) | Incorporated by reference from Exhibit 10.15 to the Companys Annual Report on Form 10-K for
the year ended June 30, 2000 (Commission File No. 0-3295)          
|    
|(16) | Incorporated by reference from Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q for
the quarter ended December 31, 2001 (Commission File No. 0-3295)
|    
|(17) | Incorporated by reference from Exhibit 10.14 to the Companys Annual Report on Form 10-K for
the year ended June 30, 1996 (Commission File No. 0-3295)          
|    
|(18) | Incorporated by reference from Exhibit 10.15 to the Companys Annual Report on Form 10-K for
the year ended June 30, 1996 (Commission File No. 0-3295)          
|    
|(19) | Incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997 (Commission File No. 0-3295)    
|    
|(20) | Incorporated by reference from Exhibit 10.17 to the Companys Annual Report on Form 10-K for
the year ended June 30, 1998 (Commission File No. 0-3295)          
|    
|(21) | Incorporated by reference from Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001 (Commission File No. 0-3295)    
|    
|(22) | Incorporated by reference from Exhibit 10.21 to the Companys Annual Report on Form 10-K for
the year ended June 30, 2001 (Commission File No. 0-3295)          
|    
|(23) | Incorporated by reference from Exhibit 10.23 to the Companys Quarterly Report on Form 10-Q
for the quarter ended December 31, 2001 (Commission File No. 0-3295)
|    
|(24) | Incorporated by reference from Exhibit 10.24 to the Companys Annual Report on Form 10-K for
the year ended June 30, 2002 (Commission File No. 0-3295)          

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|     |  |                                                                                                                                                              |  |  |  | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  |  | 
|(25) |  | Incorporated by reference from Exhibit 10.18 to the Companys Annual Report on Form 10-K for
the year ended June 30, 1998 (Commission File No. 0-3295)      
|    
|(26) |  | Incorporated by reference from Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 2001 (Commission File No. 0-3295)
|    
|(27) |  | Incorporated by reference from Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q for
the quarter ended March 31, 1997 (Commission File No. 0-3295)
|    
|(28) |  | Incorporated by reference from Exhibit 10.22 to the Companys Annual Report on Form 10-K for
the year ended June 30, 2000 (Commission File No. 0-3295)      
|    
|(29) |  | Incorporated by reference from Exhibit 10.25 to the Companys Annual Report on Form 10-K for
the year ended June 30, 2001 (Commission File No. 0-3295)      
|    
|(30) |  | Incorporated by reference from Exhibit 10.26 to the Companys Annual Report on Form 10-K for
the year ended June 30, 2001 (Commission File No. 0-3295)      

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