##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K



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(Mark One)

|x | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended March 27, 2004



or



| ̈ | Transition Report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------



For the transition period from  to



Commission File No. 33-9875



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BOSTON ACOUSTICS, INC.

(Exact Name of Registrant as Specified in its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Massachusetts                                                  |  | 04-2662473                          
|(State or other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|300 Jubilee Drive Peabody, Massachusetts |  | 01960     
|(Address of Principal Executive Offices) |  | (Zip Code)



(978) 538-5000

(Registrants Telephone Number, Including Area Code)



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Securities
registered pursuant to Section 12(b) of the Act: None



Securities
registered pursuant to Section 12(g) of the Act: Common Stock ($.01 Par Value)



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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.    Yesx    No ̈



Indicate by check mark if the disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ̈



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



The aggregate market value of the voting stock held by non-affiliates of the registrant was
$30,771,846 as of September 27, 2003.



There were 4,166,845 shares of Common
Stock issued and outstanding as of June 25, 2004.



DOCUMENTS
INCORPORATED BY REFERENCE



|(1) | Registrants Annual Report to Stockholders for the fiscal year ended March 27, 2004 (Part II, Items 5, 6, 7, 8)
|--- | ---------------------------------------------------------------------------------------------------------------



|(2) | Proxy Statement for Registrants Annual Meeting of Stockholders to be held on August 17, 2004 (Part III, Items 10, 11, 12 and 13)
|--- | ---------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

BOSTON ACOUSTICS, INC.



Securities and Exchange Commission



|                            |  |                                                                                                                 |  |   
|--------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | --
|Item Number and Description |  | Page                                                                                                           
|                            |  | PART I                                                                                                          |  |   
|                            |  |                                                                                                                
|ITEM     1.                 |  | Business                                                                                                        |  | 1 
|                            |  |                                                                                                                
|ITEM     2.                 |  | Properties                                                                                                      |  | 7 
|                            |  |                                                                                                                
|ITEM     3.                 |  | Legal Proceedings                                                                                               |  | 7 
|                            |  |                                                                                                                
|ITEM     4.                 |  | Submission of Matters to a Vote of Security Holders                                                             |  | 7 
|                            |  |                                                                                                                
|                            |  | PART II                                                                                                         |  |   
|                            |  |                                                                                                                
|ITEM     5.                 |  | Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 8 
|                            |  |                                                                                                                
|ITEM     6.                 |  | Selected Financial Data                                                                                         |  | 8 
|                            |  |                                                                                                                
|ITEM     7.                 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                           |  | 8 
|                            |  |                                                                                                                
|ITEM     7A.                |  | Quantitative and Qualitative Disclosures About Market Risk                                                      |  | 8 
|                            |  |                                                                                                                
|ITEM     8.                 |  | Financial Statements and Supplementary Data                                                                     |  | 8 
|                            |  |                                                                                                                
|ITEM     9.                 |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            |  | 9 
|                            |  |                                                                                                                
|ITEM     9A.                |  | Controls and Procedures                                                                                         |  | 9 
|                            |  |                                                                                                                
|                            |  | PART III                                                                                                        |  |   
|                            |  |                                                                                                                
|ITEM     10.                |  | Directors and Executive Officers of the Registrant                                                              |  | 10
|                            |  |                                                                                                                
|ITEM     11.                |  | Executive Compensation                                                                                          |  | 10
|                            |  |                                                                                                                
|ITEM     12.                |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters                 |  | 10
|                            |  |                                                                                                                
|ITEM     13.                |  | Certain Relationships and Related Transactions                                                                  |  | 10
|                            |  |                                                                                                                
|ITEM     14.                |  | Principal Accountant Fees and Services                                                                          |  | 10
|                            |  |                                                                                                                
|                            |  | PART IV                                                                                                         |  |   
|                            |  |                                                                                                                
|ITEM     15.                |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                                                 |  | 11
|                            | 
|SIGNATURES                  |  | 13                                                                                                             



In as much as the calculation of
shares of the registrants voting stock held by non-affiliates requires a calculation of the number of shares held by affiliates, such figure, as shown on the cover page hereof, represents the Registrants best good faith estimate for
purposes of this Annual Report on Form 10-K, and the Registrant disclaims that such figure is binding for any other purpose. The aggregate market value of Common Stock indicated is based upon $11.41, the price at which the Common Stock was last sold
on September 27, 2003 as reported by The Nasdaq Stock Market. All outstanding shares beneficially owned by executive officers and directors of the registrant or by any shareholder beneficially owning more than 10% of the Registrants Common
Stock, as disclosed herein, were considered for purposes of this disclosure to be held by affiliates.



-i-



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##### Table of Contents

Part I



Item 1. Business



Boston Acoustics, Inc. (the
Company, or Boston) engineers, manufactures, and markets moderately-priced, high-quality audio systems for use in home audio and video entertainment systems, in OEM and after-market automotive audio systems and in multimedia
computer environments. The Company believes that its products deliver better sound quality than other comparably priced audio systems. The Company purchases various home, automotive and multimedia finished products from third party suppliers that
are manufactured according to Company specifications and under the direction of Boston Acoustics personnel. The Company also assembles finished products from manufactured and purchased subassemblies at its corporate headquarters in Peabody,
Massachusetts. All of the Companys products and subassemblies, including those supplied by outside sources, have been designed or specified by the Companys engineering department. Boston Acoustics speakers are marketed nationwide
through selected audio and audio-video specialty dealers and through distributors in many foreign countries. See Managements Discussion and Analysis of Financial Condition and Results of Operations  International Operations
which is included in the Companys 2004 Annual Report, which is filed as Exhibit 13 hereto.



The Company was organized as a Massachusetts corporation in 1979 by Andrew G. Kotsatos, Chairman of the Board, and Francis L. Reed, who passed away in November 1996. Its principal executive offices and manufacturing
facilities are located at 300 Jubilee Drive, Peabody, Massachusetts.



Products



The Company has determined it has two reportable
business industry segments: core, and original equipment manufacturer (OEM)/ Multimedia. Prior to fiscal 1998, the Company operated as a single segment. The Companys reportable segments are strategic business units that sell the Companys
products to distinct distribution channels. Both segments derive their revenues from the sale of audio systems. They are managed separately because each segment requires distinct selling and marketing strategies, as the class of customers within
each segment is different. Each business segment has distinct product lines as discussed below.



The Companys core business segment consists of the Home, Designer, Automotive after market, and Integrated Audio lines of products.



The Home loudspeaker line consists of four bookshelf models currently ranging in price from $150 to $400 per pair, three floor-standing
systems currently priced from $600 to $1,250 per pair, a series of hardwood bookshelf and floor-standing speakers ranging from $700 to $2,700 per pair, and four powered subwoofers priced at $350, $500, $700, and $1,200 each. Additional products for
the home theater market include five different center channel speakers currently ranging in price from $200 to $600 each, two surround speakers priced at $500 and $800 per pair, three models of micro satellites which accommodate space restrictions
ranging in price between $100 and $250 each. The Company also produces magnetically shielded versions of most of its models and produces four outdoor weather-resistant speaker systems (Voyager®3, Voyager2, Voyager Pro, and Grand Voyager) priced from $220 to $700 per pair. The
Voyager Sub12 is an outdoor 12-inch subwoofer that was introduced in fiscal 2003 and retails for $900 per unit. Prices referenced are USD suggested retail prices.



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The Designer line is a collection of speaker systems engineered for installing in the walls and ceilings, as well as,
floors of homes, businesses, and recreational vehicles. These systems are designed to provide outstanding performance and to blend into any décor. There are currently 25 speaker models in the Designer line, ranging in price from $150 to
$3,200 per pair, three powered subwoofers priced at $500 each, and one subwoofer power amplifier priced at $600. The Designer line includes the VRi series, the DSi® Series, and the installed powered subwoofer systems.



The Automotive after market series of products consists of 47 models of after-market automotive speakers with prices currently ranging from
$70 to $1,000 per pair. This includes the premium amplifier family with 7 models that include subwoofer & multi-channel configurations. Each amplifier uses Q-Tune circuitry that brings the bass impact to the front of the vehicle. The component systems, with system specific
crossovers, permit flexible speaker placement and provide sound rivaling that of fine home speaker systems. The automotive speaker line includes reference quality component systems as well as full-range replacement speakers, imaging systems and
subwoofers. The complete automotive line includes Boston Z, FS, NX, SL, and FX component & coaxial speakers, Boston ProSeries, and the Boston GT Amplifier line. The Company manufactures both raw drivers and enclosed systems for any installation blueprint.



The Boston Acoustics Recepter Radio® is a high performance AM/FM radio that has been designed to deliver high fidelity sound
comparable to the finest radios ever made. Not only does this add a new business category, Integrated Audio, but also it significantly expands Boston Acoustics target customer. The new Recepter Radio has a suggested minimum retail price of
$159. Available in platinum, polar white and charcoal, the Recepter Radio is a perfect radio for the kitchen, living room, office, or nightstand.



The OEM/Multimedia category of products has historically been sold primarily through Gateway, Inc. (Gateway). During fiscal 2004 this category consisted of
two high performance powered subwoofer/satellite speaker systems for computing environments. Both the BA745 and BA7900 were available either as a component of certain pre-configured computer systems offered by Gateway, or as an upgrade option on
those configurations that did not include Boston Acoustics products as standard.



New Products



During the fiscal year, the Company focused on
introducing new and innovative products, particularly within its Core business segment. Revenue from these new product introductions partially offset the loss of revenue from discontinued product lines. Introductions of upgraded versions of existing
product offerings, while permitting the Company to remain competitive, are not likely to result in significant increases in revenue over the long term.



During the first quarter of fiscal 2004, the Company introduced new powered subwoofers to the Companys acclaimed PV series of products replacing discontinued
models. The PV700 and PV900 have suggested retails of $500 and $700 each respectively. During the third quarter of fiscal 2004, the Company introduced an upgraded series of its Micro high performance satellite speaker systems. These compact
satellites are small enough to fit anywhere. There are four models, Micro 110x, Micro 120x, Micro 130x, and the MicroCenter, with suggested retails ranging from $100 to $250 each. Also contributing to gross sales during the latter half of fiscal
2004, were sales of VR® floor-standing speaker
systems. The VR Series has suggested retails ranging from $300 to $625 each. In addition, sales of the Companys high performance AM/FM Recepter Radio increased during the fiscal year as compared to the previous fiscal year.



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The custom product category of speakers was enhanced with the introduction of several models during the fiscal year. The
VRi595, with a suggested retail of $800 per speaker, is a high-end, three-way in-ceiling speaker used in Hidden Theater applications and is styled to blend into any décor and skillfully engineered with a unique, rotating baffle so that the sound may be directed
towards the listening position. The VRi585T2 and the DSi465T2, with suggested retails of $500 and $350 each respectively, are versatile in-ceiling speaker systems; either model has the ability to deliver full-range, two-channel stereo sound from a
single installation location, or can be used as a diffuse surround speaker in Hidden Theater systems.



The SL line of after-market car speaker systems was introduced during the second fiscal quarter and is currently composed of 3 models to fit the broadest range of vehicles. With suggested retails ranging from $250 to
$300, all models share the same technology, sound quality, and are engineered to make them ideal for factory mounting locations.



The Company, in partnership with Visteon Corporation, began its first OEM contract with the Chrysler Group for development of premium audio systems as standard equipment
or factory-installed upgrade options in the Chrysler 300, and Dodge Magnum vehicles. The Company started shipments for the Chrysler 300 in January 2004 and for the Dodge Magnum in April 2004. The Company expects a ramping up of these shipments
during the first and second quarters of fiscal 2005. There is not at this time, however, sufficient historical information to predict with any certainty the volume of revenue the Company will experience during this initial stage.



Engineering and Development



The Companys engineering and development department is actively engaged in the
development of new products and manufacturing processes, the improvement of existing products and the research of new materials for use in the Companys products. The Company designs or specifies all of its products and subassemblies, including
those supplied by outside sources.



The Companys engineering and
development staff includes 37 full-time employees, five outside consultants and four engineering firms providing design services. During fiscal years 2002, 2003 and 2004, the Company spent approximately $5,252,000, $6,773,000, and $4,460,000
respectively, for engineering and development.



Sales, Marketing and
Distribution



The Company employs 19 salespersons and retains 27
manufacturers representatives who service the Companys U.S. and Canada dealer network. In addition, the Company retained the service of one freelance public relations consultant to assist in the professional promotion of the Company and
its products. Boston Acoustics home audio, Designer Series (in-wall/in-ceiling models) and outdoor speaker products are distributed in the United States and Canada through approximately 571 selected audio or audio specialist retailers, some of
whom have multiple outlets, and to selected custom installers. The Companys car audio products are sold through approximately 262 similarly specialized retailers, some of whom also sell the Companys home audio products. The
Companys Recepter Radio is sold through its dealer network, to certain mail order catalogs, and direct by telephone or fax. The Companys dealers usually stock and sell a broad range of audio products including, in most cases, the
Companys competitors products. The Company seeks dealers who emphasize quality products and who are knowledgeable about the products they sell. The Companys Multimedia products are currently sold primarily through an OEM agreement
with Gateway. In previous fiscal years, these products were also sold through the Companys retailers and through business arrangements with leading distributors and computer retailers. Gateway accounted for 30% of net sales in fiscal 2002, 29%
in fiscal 2003 and 9% in fiscal 2004.



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Boston Acoustics products are also exported to dealers in Canada and sold through exclusive distributors in over 50
foreign countries, primarily in Europe, Asia/Pacific Rim, and South/Central America. Export sales accounted for approximately 15% of net sales in fiscal 2002, 15% in fiscal 2003 and 19% in fiscal 2004.



The Company emphasizes the high performance-to-price ratio of its products in its advertising
and promotion. Boston Acoustics believes that specialty retailers can be effective in introducing retail customers to the high dollar value of the Companys products. The Company directly supports its domestic dealers and international
distributors via a cooperative advertising program, prepared advertisements, detailed product literature, and point of purchase materials. During fiscal 2004, the Company spent approximately $1,092,000 (2.1% of net sales) for advertising.



Competition



The Company competes primarily on the basis of product performance, price, and the strength
of its dealer organization.



The market for branded loudspeaker systems is
served by many manufacturers, both foreign and domestic. Many products are available over a broad price range, and the market is highly fragmented and competitive. The Company distributes its products primarily through specialty retailers where it
competes directly for space with other branded speaker manufacturers. Audio systems produced by many of the Companys competitors can be purchased by consumers through mass merchandisers, department stores, mail-order merchants, through the
Internet, and factory-owned outlet stores. The Company believes it is more advantageous to distribute through specialty retailers who provide product demonstration, technical information and service, and face-to-face sales support to consumers.



Boston Acoustics competes with a substantial number of branded speaker
manufacturers, including Bose Corporation, Infinity and JBL (divisions of Harman International Industries), B&W, Polk Audio, Inc., and Klipsch and Associates, Inc. Some of these competitors have greater technical and financial resources than the
Company and may have broader brand recognition than Boston Acoustics.



In
addition to competition from branded loudspeaker manufacturers, the Companys products compete indirectly with single name integrated systems. Integrated systems contain all the various components needed to form an audio system, and
are sold by Sony, Pioneer, Bose, JVC, Yamaha, and many others. Integrated systems are generally sold through mass merchandisers and department stores, although many of the Companys dealers also sell integrated systems. During the past three
years, home theater systems with integrated DVD video have garnered significant market share. While these systems were historically sold in mass merchants or big box retailers, the Companys dealers are selling systems at higher
price points.



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Manufacturing and Suppliers



The Company purchases various home, automotive and multimedia finished products from third party suppliers that are manufactured according
to Company specifications and under the direction of Boston Acoustics personnel. The Company also assembles finished products from components specifically fabricated for the Company.



The Company purchases materials and component parts from approximately 192 suppliers located in the United States, Canada, Europe, and
Asia/Pacific Rim. Although Boston Acoustics relies on single suppliers for certain parts, the Company could, if necessary, develop multiple sources of supply for these parts. The Company does not have long-term fixed price contracts or arrangements
for inventory supplied by any foreign or domestic manufacturers. The Company did have one inventory supplier, which accounted for more than 10% of the Companys purchases during fiscal year 2004. See Managements Discussion and
Analysis of Financial Condition and Results of Operations  International Operations which is included in the Companys 2004 Annual Report, which is filed as Exhibit 13 hereto.



Seasonality and Consumer Discretion



The home and automotive audio markets are both somewhat seasonal, with a majority of home
speaker retail sales normally occurring in the period October through March and a majority of automotive speaker retail sales normally occurring in the period March through September.



The Companys sales and earnings can also be affected by changes in the general economy since purchases of home entertainment and
automotive audio products, including loudspeakers, are discretionary for consumers.



Patents and Trademarks



Boston Acoustics holds thirteen United
States design patents and numerous international patents, which relate to certain audio technologies, assemblies, and cabinet design. The Company also currently has several registered trademarks including Boston®, Boston Acoustics®, Boston Rally® BassTrac®, Bravo®, DirectVent®,
DSi®, Kortec®, MagnaGuard®, PowerVent®, RadialVent® Recepter Radio® SoundBar®, SST®, The Boston Acoustics Logo® , The Sine Wave/Speaker Icon® ,Voyager®, and VR®. Trademarks used by the Companys subsidiary, Snell Acoustics (Snell) include Snell Acoustics, Snell Multimedia, Snell Music &
Cinema, and Room Ready®. The Company believes that
its growth, competitive position and success in the marketplace are more dependent on its technical and marketing skills and expertise than upon the ownership of patent and trademark rights. There can be no assurance that any patent or trademark
would ultimately be proven valid if challenged.



Significant Customers



One OEM/Multimedia customer, Gateway, accounted for approximately 9% of
the Companys net sales for the fiscal year ended March 27, 2004 as compared to approximately 29%, for the



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corresponding period a year ago. The Company had anticipated that OEM sales would decrease during fiscal 2004 as compared
to fiscal 2003. The Companys management has taken steps (including expansion of the Companys aftermarket automotive products offerings, renewed efforts to increase sales of the Companys Core products and pursuit of additional OEM
automotive customers), which it believes will mitigate the consequences of the expected decline in orders from this customer.



One Core customer accounted for approximately 31% of the Companys net sales for fiscal year ended March 27, 2004 as compared to approximately 17%, for the
corresponding period a year ago. On March 15, 2004, the Company announced that this customer had notified the Company that it would reduce its annual purchases by approximately 50%. In addition to its strategy of expanding the Companys product
offerings, management continues its efforts to enlarge and diversify its customer base for all products in order to reduce dependence on any single customer.



Backlog



The Company currently has no significant backlog. The Companys policy is to maintain sufficient inventories of finished goods to fill all orders within two business days of receipt.



Warranties



Boston Acoustics warrants its home speakers to be free from defects in materials and workmanship for a period of five years, its Recepter
Radio for one year, its Designer Series speakers for a period of two years, its automotive speakers for one year and its multimedia audio speaker systems for a period of one to three years. During the years ended March 27, 2004, March 29, 2003, and
March 30, 2002, warranty costs recorded by the Company were approximately $108,000, $134,000, and $174,000, respectively.



Employees



As of May 29, 2004, the Company had 194 full-time employees who were engaged as follows: 92 in production and materials management; 37 in engineering and development; 44 in marketing and sales support; and 21 in
administration.



None of the Companys employees are represented by a
collective bargaining agreement and the Company believes that its relations with its employees are satisfactory.



Executive Officers of the Registrant



The information required by this item is incorporated by reference to the sections entitled Executive Compensation in the Registrants definitive Proxy
Statement for its Annual Meeting of Stockholders to be held August 17, 2004.



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Item 2. Properties



The Company owns its
principal executive offices and manufacturing facilities, which sit on 15 acres of land at 300 Jubilee Drive, Peabody, Massachusetts.



The Companys subsidiary, Snell Acoustics, maintains its principal executive offices and manufacturing facilities at 300 Jubilee Drive, Peabody, Massachusetts. A
small portion, approximately 25,000 square feet of space, used primarily for cabinet production, is located at 143 Essex Street, Haverhill, Massachusetts and is leased from an unrelated party under an operating lease, which expires in September
2004.



Item 3. Legal Proceedings



There are no material
legal proceedings affecting the Company.



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



There were no matters submitted to a vote of shareholders during the fourth quarter of fiscal 2004.



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PART II



Item 5. Market for Registrants Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities



The information required by Paragraphs (a) and (b) of this item is incorporated by reference to the section entitled Stock Market Activity on page 32 in the
Registrants 2004 Annual Report to Stockholders, which is filed herewith as Exhibit 13. There were no purchases of the Registrants Securities by the Registrant or by any affiliated purchaser during the fiscal quarter ended March 27, 2004.



Item 6. Selected Financial Data



The information
required by this item is incorporated by reference to the section entitled Selected Financial Data on page 31 in the Registrants 2004 Annual Report to Stockholders, which is filed herewith as Exhibit 13.



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations



The information required by this item is incorporated by reference to the section entitled Managements Discussion and Analysis of Financial Condition and
Results of Operations on pages 9 through 16 in the Registrants 2004 Annual Report to Stockholders, which is filed herewith as Exhibit 13.



Item 7A. Quantitative and Qualitative Disclosures about Market Risk



The information required by this item is incorporated by reference to the section entitled Quantitative and Qualitative Disclosures about Market Risk on page 15 in the Registrants 2004 Annual Report
to Stockholders, which is filed herewith as Exhibit 13.



Item 8. Financial Statements and Supplementary Data



The information required by this item is incorporated by reference to the Consolidated Financial Statements at March 27, 2004 and notes thereto on pages 17 through 28 in the Registrants 2004 Annual Report to Stockholders, which is
filed herewith as Exhibit 13.



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##### Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



On June 28, 2002 the Company dismissed Arthur Andersen LLP as its independent auditor and on July 9, 2002 it engaged Ernst & Young LLP as its new independent auditor.



The Companys consolidated financial statements for the fiscal year ended
March 30, 2002 were audited by Arthur Andersen. On August 31, 2002 Arthur Andersen ceased practicing before the SEC. Therefore, Arthur Andersen did not participate in the preparation of this Form 10-K, did not reissue its audit report with respect
to the financial statements included in this Form 10-K, and did not consent to the inclusion of its audit report in this Form 10-K. As a result, holders of the Companys securities may have no effective remedy against Arthur Andersen in
connection with any material misstatement or omission in the financial statements to which its audit report relates and, because it has ceased operations, Arthur Andersen may have insufficient assets to satisfy claims made by holders of the
Companys securities that might arise under federal securities laws or otherwise with respect to Arthur Andersens audit report.



Item 9A. Controls and Procedures



|a.) | Evaluation of disclosure controls and procedures. Based on their evaluation of the design and operation of the Companys disclosure controls and procedures (as defined
in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934) as of a date within 90 days of the filing date of this Annual Report on Form 10-K, the Companys President and CEO (principal executive officer) and the Companys Vice
President - Finance (principal financial officer) have concluded that the Companys disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|b.) | Changes in internal controls. There were no changes in the Companys internal control over financial reporting that occurred during the Companys fiscal quarter
ended March 27, 2004 that materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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PART III



Item 10. Directors and Executive Officers of the Registrant



The information required by this item, including information concerning the Companys audit committee and the audit committee financial expert and compliance with Item 401 of S-K, is incorporated by reference to
the Companys proxy statement for the annual meeting to be held on August 17, 2004.



There is incorporated herein by reference to the discussion under Compliance with Section 16(a) of the Securities Exchange Act of 1934 in the Companys definitive Proxy Statement for its Annual
Meeting of Stockholders to be held August 17, 2004 the information with respect to delinquent filings of reports pursuant to Section 16(a) of the Securities Exchange Act of 1934.



The Company has adopted a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and senior financial officers.
The Code of Ethics appears on the Companys Internet website at www.bostonacoustic.com. The Company intends to disclose any amendments to, or waiver from, a provision of its code of ethics that applies to its Chief Executive Officer,
Chief Financial Officer and senior financial officers and that relates to any element of the code of ethics definition enumerated in Item 406 of Regulation S-K by posting such information on the Companys website.



Item 11. Executive Compensation



The information
required by this item is incorporated by reference to the sections entitled Executive Compensation in the Registrants definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 17, 2004.



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters



The information required by this item is incorporated by reference to the section entitled Principal and Management Stockholders in the Registrants
definitive Proxy Statement for its Annual Meeting of Stockholders to be held August 17, 2004.



Item 13. Certain Relationships and Related Transactions



The information required by this item is incorporated by reference to the section entitled Certain Relationships and Transactions in the Registrants definitive Proxy Statement for its Annual Meeting of Stockholders to be
held August 17, 2004.



Item 14. Principal Accountant Fees and Services



The information required by this item is incorporated by reference to our proxy statement for the annual meeting to be held on August 17, 2004.



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##### Table of Contents

PART IV



Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.



(a) The following documents are included as part of this report:



(1) Financial Statements



The following consolidated financial statements are incorporated by reference to the Registrants 2004 Annual Report to Stockholders:



Reports of Independent Registered Public Accounting Firm.



Consolidated Balance Sheets as of March 29, 2003 and March 27, 2004.



Consolidated Statements of Income for the three years ended
March 27, 2004.



Consolidated Statements of Stockholders
Equity for the three years ended March 27, 2004.



Consolidated
Statements of Cash Flows for the three years ended March 27, 2004.



Notes to Consolidated Financial Statements.



(3)
Listing of Exhibits



|         |  |   |  |                                                                                                                                                                                           
|-------- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |  |   |  |                                                                                                                                                                                           
|3.1.     |  | - |  | Articles of Organization (1)                                                                                                                                                              
|         |  |  
|3.2.     |  | - |  | Amendment to Articles of Organization (1)                                                                                                                                                 
|         |  |  
|3.3.     |  | - |  | Second Amendment to Articles of Organization (1)                                                                                                                                          
|         |  |  
|3.4.     |  | - |  | Bylaws (1)                                                                                                                                                                                
|         |  |  
|4.1.     |  | - |  | Specimen Share Certificate (1)                                                                                                                                                            
|         |  |  
|10.1.+   |  | - |  | 1996 Stock Plan adopted by Boston Acoustics, Inc. on February 20, 1996, as amended (2)                                                                                                    
|         |  |  
|10.2.+   |  | - |  | 1997 Stock Plan adopted by Boston Acoustics, Inc. on May 28, 1997, as amended (3)                                                                                                         
|         |  |  
|10.4.    |  | - |  | Amended and Restated Loan Agreement dated as of May 1, 2002 between Boston Acoustics, Inc. and Citizens Bank of Massachusetts. (4)                                                        
|         |  |  
|10.5.    |  | - |  | Amended and Restated Revolving Credit Note dated as of May 1, 2002 in the amount of $25,000,000 made by Boston Acoustics, Inc. payable to the order of Citizens Bank of Massachusetts.
(5)
|         |  |  
|13. *    |  | - |  | 2004 Annual Report to Shareholders                                                                                                                                                        
|         |  |  
|21.*     |  | - |  | Subsidiaries of the Registrant (2)                                                                                                                                                        
|         |  |  
|23.1 *   |  | - |  | Consent of Independent Registered Public Accounting Firm                                                                                                                                  
|         |  |  
|31.1 *   |  | - |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                  
|         |  |  
|31.2 *   |  | - |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                  
|         |  |  
|32.1 *   |  | - |  | Certification Pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                       



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|       |  |   |  |                                                                                                                    
|------ |  | - |  | -------------------------------------------------------------------------------------------------------------------
|32.2 * |  | - |  | Certification Pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|       |  |  
|99.1   |  | - |  | Safe Harbor Statement under Private Securities Litigation Reform Act of 1995 (6)                                 

---

|* | Indicates an exhibit which is filed herewith.
|- | ---------------------------------------------

|+ | Indicates an exhibit which constitutes an executive compensation plan.
|- | ----------------------------------------------------------------------

|(1) | Incorporated by reference to the similarly numbered exhibits in Part II of the Companys Registration Statement on Form S-1, File No. 33-9875.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the similarly numbered exhibit in Item 14 of the Companys Annual Report on Form 10-K for the fiscal year ended March 29, 1997.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to Exhibit 4.1. to the Companys Registration Statement on Form S-8, File No. 333-84714.
|--- | ------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to Exhibit 10.L. to the Companys Annual Report on Form 10-K for the fiscal year ended March 28, 1998.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to Exhibit 10.4 to the Companys Annual Report on Form 10-K for the fiscal year ended March 30, 2002.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to the similarly numbered exhibit in Item 14 of the Companys Annual Report on Form 10-K for the fiscal year ended March 30, 1996.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



(b) Reports on Form 8-K



During the fiscal quarter ended March 27, 2004, the Company filed one Report on Form 8-K.
The Report, which was filed on March 15, 2004, reported under Item 5 that the Company had issued a press release announcing that one of the Companys retail dealers had notified the Company that it would reduce annual purchases by approximately
fifty percent.



(c) The following exhibits are filed herewith:



|         |  |   |  |                                                                                                                    
|-------- |  | - |  | -------------------------------------------------------------------------------------------------------------------
|Exhibits |  |   |  |                                                                                                                    
|13. *    |  | - |  | 2004 Annual Report to Shareholders                                                                                 
|         |  |  
|21.*     |  | - |  | Subsidiaries of the Registrant                                                                                     
|         |  |  
|23.1 *   |  | - |  | Consent of Independent Registered Public Accounting Firm                                                           
|         |  |  
|31.1 *   |  | - |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|         |  |  
|31.2 *   |  | - |  | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           
|         |  |  
|32.1 *   |  | - |  | Certification Pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|         |  |  
|32.2 *   |  | - |  | Certification Pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Peabody, Commonwealth of Massachusetts, on the 12th day
of July 2004.



BOSTON ACOUSTICS, INC.(Registrant)BY:

s/ Andrew G. KotsatosAndrew G. KotsatosChairman of the Board




Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                                                |  |                                                 |  |        
|----------------------------------------------- |  | ----------------------------------------------- |  | -------
|Signatures                                      |  | Capacities                                      |  | Date   
|                                                |  |                                                
|s/ Andrew G. KotsatosAndrew G. Kotsatos         |  | Director, Chairman of the Board and Treasurer   |  | 7/12/04
|                                                |  |                                                
|s/ Moses A. GabbayMoses A. Gabbay               |  | Director, President and Chief Executive Officer |  | 7/12/04
|                                                |  |                                                
|s/ Debra A. Ricker-RosatoDebra A. Ricker-Rosato |  | Vice President and Chief Accounting Officer     |  | 7/12/04
|                                                |  |                                                
|s/ David E. BellDavid E. Bell                   |  | Director                                        |  | 7/12/04
|                                                |  |                                                
|s/ E. William BoehmlerE. William Boehmler       |  | Director                                        |  | 7/12/04
|                                                |  |                                                
|s/ George J. MarkosGeorge J. Markos             |  | Director                                        |  | 7/12/04



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Peabody, Commonwealth of Massachusetts, on the 12th day of July 2004.



BOSTON ACOUSTICS, INC.(Registrant)BY:Andrew G. KotsatosChairman of the Board




Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



|                       |  |                                                 |  |        
|---------------------- |  | ----------------------------------------------- |  | -------
|Signatures             |  | Capacities                                      |  | Date   
|                       |  |                                                
|Andrew G. Kotsatos     |  | Director, Chairman of the Board and Treasurer   |  | 7/12/04
|                       |  |                                                
|Moses A. Gabbay        |  | Director, President and Chief Executive Officer |  | 7/12/04
|                       |  |                                                
|Debra A. Ricker-Rosato |  | Vice President and Chief Accounting Officer     |  | 7/12/04
|                       |  |                                                
|David E. Bell          |  | Director                                        |  | 7/12/04
|                       |  |                                                
|E. William Boehmler    |  | Director                                        |  | 7/12/04
|                       |  |                                                
|George J. Markos       |  | Director                                        |  | 7/12/04



14