SCHEDULE 14A
                                 (RULE 14A-101)
                    INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
               SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.  )

     Filed by the registrant [X]

     Filed by a party other than the registrant [ ]

     Check the appropriate box:

     [ ] Preliminary proxy statement.       [ ] Confidential, for use of the
                                                Commission only (as permitted by
                                                Rule 14a-6(e)(2)).

     [X] Definitive proxy statement.

     [ ] Definitive additional materials.

     [ ] Soliciting material pursuant to 14a-11(c) or Rule 14a-12

                                Koss Corporation
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

     [X] No fee required.

     [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
         0-11.

     (1) Title of each class of securities to which transaction applies:

--------------------------------------------------------------------------------

     (2) Aggregate number of securities to which transaction applies:

--------------------------------------------------------------------------------

     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
         filing fee is calculated and state how it was determined):

--------------------------------------------------------------------------------

     (4) Proposed maximum aggregate value of transaction:

--------------------------------------------------------------------------------

     (5) Total fee paid:

--------------------------------------------------------------------------------

     [ ] Fee paid previously with preliminary materials.
--------------------------------------------------------------------------------

     [ ] Check box if any part of the fee is offset as provided by Exchange Act
         Rule 0-11(a)(2) and identify the filing for which the offsetting fee
         was paid previously. Identify the previous filing by registration
         statement number, or the form or schedule and the date of its filing.

     (1) Amount Previously Paid:

--------------------------------------------------------------------------------

     (2) Form, Schedule or Registration Statement No.:

--------------------------------------------------------------------------------

     (3) Filing Party:

--------------------------------------------------------------------------------

     (4) Date Filed:

--------------------------------------------------------------------------------








                                KOSS CORPORATION
                        4129 NORTH PORT WASHINGTON AVENUE
                           MILWAUKEE, WISCONSIN 53212

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


                                  TO BE HELD ON

                                OCTOBER 17, 2002


         NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
Meeting) of Koss Corporation will be held at the Milwaukee River Hilton Hotel at
4700 North Port Washington Avenue, Milwaukee, Wisconsin, on Thursday, October
17, 2002, at 9:00 a.m. local time to consider and act on the following
proposals:

         1.       The election of six (6) directors;

         2.       The ratification of the appointment of PricewaterhouseCoopers
                  LLP, independent accountants, as auditors of the Company for
                  the fiscal year ending June 30, 2003; and

         3.       Such other business as may properly be brought before the
                  Meeting.

         The transfer books of the Company will not be closed for the Meeting.
Only stockholders of record at the close of business on August 15, 2002 will be
entitled to notice of and to vote at the Meeting. Information regarding the
matters to be considered and voted upon at the Meeting is set forth in the Proxy
Statement accompanying this Notice.

         You are cordially invited to attend the Meeting in person, if possible.
In order to assist us in preparing for the Meeting, all stockholders are urged
to promptly sign and date the enclosed proxy and return it in the enclosed
envelope which requires no postage. If you attend the Meeting, you may vote your
shares in person even if you previously submitted a proxy.

                                     By Order of the Board of Directors




                                     Sujata Sachdeva, Secretary

Milwaukee, Wisconsin
September 19, 2002








                                KOSS CORPORATION

                                 PROXY STATEMENT

                       2002 ANNUAL MEETING OF STOCKHOLDERS

                                OCTOBER 17, 2002

                                ---------------

                                  INTRODUCTION

     THIS PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF
PROXIES BY THE BOARD OF DIRECTORS OF KOSS CORPORATION (the "Company") for use at
the Company's 2002 Annual Meeting of Stockholders (the "Meeting") and any
adjournment thereof, for the purposes set forth in the foregoing Notice of
Annual Meeting of Stockholders.

     DATE, TIME AND LOCATION. The Meeting will be held at the Milwaukee River
Hilton Hotel, 4700 North Port Washington Avenue, Milwaukee, Wisconsin, 53212, on
Thursday, October 17, 2002, at 9:00 a.m. local time.

     PURPOSES OF THE MEETING. At the Meeting, stockholders will consider and
vote upon the following: (i) the election of six (6) directors for one-year
terms; (ii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), independent accountants, as independent auditors for
the fiscal year ending June 30, 2003; and (iii) such other business as may
properly be brought before the Meeting.

     PROXY SOLICITATION. The cost of soliciting proxies will be borne by the
Company. Proxies will be solicited primarily by mail and may be made by
directors, officers and employees personally or by telephone. The Company will
reimburse brokerage firms, custodians and nominees for their out-of-pocket
expenses incurred in forwarding proxy materials to beneficial owners. Proxy
Statements and proxies will be mailed to stockholders on approximately September
23, 2002.

     QUORUM AND VOTING INFORMATION. Only stockholders of record of the Company's
$.005 par value common stock ("Common Stock") at the close of business on August
15, 2002 (the "Record Date"), are entitled to vote at the Meeting. As of the
Record Date, there were issued 3,911,756 shares of Common Stock, of which
241,202 shares were held as treasury shares. Accordingly, as of the Record Date,
there were 3,670,554 shares of Common Stock outstanding and entitled to vote. A
quorum of stockholders is necessary to take action at the Meeting. A majority of
the outstanding shares of Common Stock, represented in person or by proxy, will
constitute a quorum of stockholders at the Meeting. Votes cast by proxy or in
person at the Meeting will be tabulated by the inspector of elections appointed
for the Meeting. The inspector of elections will determine whether or not a
quorum is present at the Meeting. The inspector of elections will treat
abstentions as shares of Common Stock that are present and entitled to vote for
purposes of determining the presence of a quorum. If a broker indicates on the
proxy that it does not have discretionary authority to vote certain shares of
Common Stock on a particular matter (a "broker non-vote"), those shares will not
be considered as present and entitled to vote with respect to that matter
(although those shares are considered entitled to vote for quorum purposes and
may be entitled to vote on other matters).

     The six nominees receiving the greatest number of votes cast in person or
by proxy at the Meeting will be elected directors of the Company. The vote
required to ratify the appointment of PricewaterhouseCoopers as independent
accountants for the year ending June 30, 2003, and to approve any other matter
to be presented to the Meeting, is the affirmative vote of a majority of the
shares of Common Stock present in person or represented by proxy at the Meeting.
Abstentions and broker non-votes will have no effect on the election of
directors and will have the same effect as votes "against" ratification of
PricewaterhouseCoopers as the Company's auditors for the year ending June 30,
2003.







     PROXIES AND REVOCATION OF PROXIES. A proxy in the accompanying form, which
is properly executed, duly returned to the Company and not revoked, will be
voted in accordance with instructions contained therein. In the event that any
matter which is not described in this Proxy Statement properly comes before the
Meeting, the accompanying form of proxy authorizes the persons appointed as
proxies thereby ("Proxyholders") to vote on such matter in their sole
discretion. At the present time, management knows of no other matters which are
to come before the Meeting. See "ITEM 4. TRANSACTION OF OTHER BUSINESS." If no
instructions are given with respect to any particular matter to be acted upon, a
proxy will be voted "FOR" the election of all nominees for director named
herein, and "FOR" the ratification of PricewaterhouseCoopers as the Company's
auditors for the year ending June 30, 2003. If matters other than those
mentioned herein properly come before the Meeting, a proxy will be voted in
accordance with the best judgment of a majority of the Proxyholders named
therein.

     Each such proxy granted may be revoked at any time before it is voted by
filing with the Secretary of the Company a written notice of revocation, by
delivering to the Company a duly executed proxy bearing a later date, or by
attending the Meeting and voting in person.

     ANNUAL REPORT. The Company's Annual Report to Stockholders, which includes
the Company's Form 10-K and its audited financial statements for the year ended
June 30, 2002, although not a part of this Proxy Statement, is delivered
herewith.








                          ITEM 1. ELECTION OF DIRECTORS

     The By-Laws of the Company provide that the number of Directors on the
Board shall be no fewer than six and no greater than twelve. Given the varied
experience of the current nominees and their contribution to the governing of
the Company, the current size of the Board has been determined to be
advantageous for both the Company and its stockholders. Shares cannot be voted
for a greater number of persons than six vacant positions. Each director so
elected shall serve until the next Annual Meeting of Stockholders and until his
successor is duly elected, or until his prior death, resignation or removal.

INFORMATION AS TO NOMINEES

     The following identifies the nominees for the six director positions and
provides information as to their business experience for the past five years.
Each nominee is presently a director of the Company:

         JOHN C. KOSS, 72, has served continuously as Chairman of the Board of
         the Company or its predecessors since 1958. Previously, he served as
         Chief Executive Officer from 1958 until 1991. He is the father of
         Michael J. Koss (who is the Company's Vice Chairman, President, Chief
         Executive Officer, Chief Financial Officer, and Chief Operating
         Officer, and a nominee for director of the Company), and the father of
         John Koss, Jr. (the Company's Vice President - Sales).

         THOMAS L. DOERR, 58, has been a director of the Company since 1987. In
         1972, Mr. Doerr co-founded Leeson Electric Corporation and served as
         its President and Chief Executive Officer until 1982. The company
         manufactures industrial electric motors. In 1983, Mr. Doerr
         incorporated Doerr Corporation as a holding company for the purpose of
         acquiring established companies involved in distributing products to
         industrial and commercial markets. Currently, Mr. Doerr serves as
         President of Doerr Corporation.

         MICHAEL J. KOSS, 48, has held various positions at the Company since
         1976, and has been a director of the Company since 1985. He was elected
         President, Chief Operating Officer and Chief Financial Officer of the
         Company in 1987, Chief Executive Officer in 1991, and Vice-Chairman in
         1998. He is the son of John C. Koss and the brother of John Koss, Jr.
         Mr. Koss is also director of Strattec Security Corporation.

         LAWRENCE S. MATTSON, 70, has been a director of the Company since 1978.
         Mr. Mattson is the retired President of Oster Company, a division of
         Sunbeam Corporation, which manufactures and sells portable household
         appliances.

         MARTIN F. STEIN, 65, Mr. Stein has been a director of the Company since
         1987. He is the former Chairman of Eyecare One, Inc., which includes
         Stein Optical and Eye Q optical centers. Prior to that, Mr. Stein was
         the Chairman and Chief Executive Officer of Stein Health Services. He
         is also a director of Northwestern Mutual Series Fund, Inc., Mason
         Street Series.

         JOHN J. STOLLENWERK, 62, has been a director of the Company since 1986.
         Mr. Stollenwerk is the President and Chief Executive Officer of the
         Allen-Edmonds Shoe Corporation, an international manufacturer and
         retailer of high quality footwear. He is also a director of
         Allen-Edmonds Shoe Corporation, Badger Meter, Inc., U.S. Bancorp, and
         Northwestern Mutual Life Insurance Company.

                     THE BOARD OF DIRECTORS RECOMMENDS THAT
                  STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL
                NOMINEES NAMED ABOVE TO THE BOARD OF DIRECTORS.




                                       3




BOARD COMMITTEES

     The Board of Directors of the Company has the following standing
committees:

              AUDIT COMMITTEE. The Audit Committee, which is composed of Mr.
         Mattson, Mr. Doerr, and Mr. Stein, reviews and evaluates the
         effectiveness of the Company's financial and accounting functions,
         including reviewing the scope and results of the audit work performed
         by the independent accountants and by the Company's internal accounting
         staff. The Audit Committee met twice during the fiscal year ended June
         30, 2002. The independent accountants were present at both of these
         meetings to discuss their audit scope and the results of their audit.

              COMPENSATION COMMITTEE. The Compensation Committee, which is
         composed of John C. Koss, Mr. Mattson, and Mr. Stollenwerk, has
         responsibility for reviewing and recommending adjustments for all
         employees whose annual salaries exceed $75,000 or who report directly
         to the Company's Chief Executive Officer. The Compensation Committee
         met once during the fiscal year ended June 30, 2002. See "Compensation
         Committee Report on Executive Compensation." The Company's 1990
         Flexible Incentive Plan (the "Plan") is administered by the
         Compensation Committee. Subject to the express provisions of the Plan,
         the Committee has complete authority to (i) determine when and to whom
         benefits are granted; (ii) determine the terms and provisions of
         benefits granted; (iii) interpret the Plan; (iv) prescribe, amend and
         rescind rules and regulations relating to the Plan; (v) accelerate,
         purchase, adjust or remove restrictions from benefits; and (vi) take
         any other action which it considers necessary or appropriate for the
         administration of the Plan.

                  NOMINATING COMMITTEE. The Board of Directors has no nominating
         committee and the Company has no established procedure for the
         nomination of persons to serve on the Board of Directors.

     ATTENDANCE AT BOARD AND COMMITTEE MEETINGS. During the fiscal year ended
June 30, 2002, the Board held four meetings. Every incumbent director attended
75% or more of the total of (i) all meetings of the Board, plus (ii) all
meetings of the committees on which they served during their respective terms of
office.

EXECUTIVE OFFICERS

     Information is provided below with respect to the executive officers of the
Company who are not directors. Each executive officer is elected annually by the
Board of Directors and serves for one year or until his or her successor is
appointed.




                                                                                       CURRENT POSITION
NAME                        AGE        POSITIONS HELD                                  HELD SINCE
---------------------       ------    ----------------------------------------         --------------------
                                                                             
John Koss, Jr.                45      Vice President - Sales                                  1988

Sujata Sachdeva               38      Vice President - Finance and Secretary                  1992

Lenore E. Lillie              43      Vice President - Operations                             1998







                                       4


BENEFICIAL OWNERSHIP OF COMPANY SECURITIES

     SECURITY OWNERSHIP BY NOMINEES AND MANAGEMENT. The following table sets
forth, as of August 1, 2002, the number of shares of Common Stock "beneficially
owned" (as defined under applicable SEC regulations), and the percentage of such
shares to the total number of shares outstanding, for all nominees, for each
executive officer named in the Summary Compensation Table (see "Executive
Compensation and Related Matters - Summary Compensation Table"), for all
directors and executive officers as a group, and for each person and each group
of persons who, to the knowledge of the Company as of June 30, 2002, were the
beneficial owners of more than 5% of the outstanding shares of Common Stock.





                                                                                NUMBER OF         PERCENT OF
                                                                                SHARES            OUTSTANDING
                                                                                BENEFICIALLY      COMMON STOCK
      NAME AND BUSINESS ADDRESS (1)                                             OWNED (2)         (3)
      ----------------------------------------------------------------------    -------------     ------------
                                                                                            
      John C. Koss (4)......................................................        1,378,083           37.54%
      Michael J. Koss (5) ..................................................          995,631           26.33%
      John Koss, Jr. (6) ...................................................          281,271            7.49%
      Thomas L. Doerr.......................................................                0            *
      Victor L. Hunter......................................................                2            *
      Lawrence S. Mattson...................................................                0            *
      Martin F. Stein.......................................................            9,000            *
      John J. Stollenwerk...................................................            9,130            *
      Sujata Sachdeva (7)...................................................            8,845            *
      Lenore E. Lillie (8)..................................................           20,387            *
      All directors and executive Officers as a group (10 persons) (9)......        2,641,985           68.30%
      Koss Family Voting Trust, John C. Koss, Trustee (10)..................          580,672           15.82%
      Koss Employee Stock Ownership Trust ("KESOT") (11)....................          411,176           11.20%
      Dimensional Fund Advisors (12)........................................          210,800            5.74%
      -----------------------


          (1)  Unless otherwise noted, the business address of all persons named
               in the above table is c/o Koss Corporation, 4129 North Port
               Washington Avenue, Milwaukee, WI 53212.

          (2)  Unless otherwise noted, amounts indicated reflect shares as to
               which the beneficial owner possesses sole voting and dispositive
               powers. Also included are shares subject to stock options if such
               options are exercisable within 60 days of August 1, 2002.

          (3)  All percentages shown in the above table are based on 3,670,554
               shares outstanding and entitled to vote (which number excludes
               241,202 treasury shares) on August 1, 2002, plus (for Michael J.
               Koss, John C. Koss, Jr., Ms. Sachdeva and Ms. Lillie, and for all
               directors and executive officers as a group) the number of
               options exercisable within 60 days of August 1, 2002. The
               Percentage calculation assumes, for each individual owning
               options and for directors and executive officers as a group, the
               exercise of that number of stock options that are exercisable
               within 60 days of August 1, 2002. Asterisk (*) denotes beneficial
               ownership of less than 1%.

          (4)  Includes the following shares which are deemed to be
               "beneficially owned" by John C. Koss: (i) 561,712 shares owned
               directly or by his spouse; (ii) 111,034 shares as a result of his
               position as an officer of the Koss Foundation; (iii) 580,672
               shares as a result of his position as trustee of the Koss Family
               Voting Trust; (iv) 124,300 shares as a result of his position as
               co-trustee of the John C. and Nancy Koss Revocable Trust; and (v)
               365 shares by reason of the allocation of those shares to his
               account under the Koss Employee Stock Ownership Trust ("KESOT")
               and his ability to vote such shares pursuant to the terms of the
               KESOT - see "Executive Compensation and Related Matters - Other
               Compensation Arrangements - Employee Stock Ownership Plan and
               Trust."

          (5)  Includes the following shares which are deemed to be
               "beneficially owned" by Michael J. Koss: (i) 474,455 shares owned
               directly or by reason of family relationships; (ii) 56,084 shares
               by reason of the allocation of those shares to his account under
               the KESOT and his ability to vote such shares; (iii) 110,000
               shares with respect to which he holds options which are
               exercisable within 60 days of August 1, 2002; and (iv) 411,176
               shares which are held by the KESOT (see Note (9), below). The




                                       5


               56,084 shares allocated to Michael J. Koss' KESOT account, over
               which he holds voting power, are included within the
               aforementioned 411,176 shares but are counted only once in his
               individual total.

          (6)  Includes the following shares which are deemed to be
               "beneficially owned" by John Koss, Jr.: (i) 158,014 shares owned
               directly or by reason of family relationships; (ii) 82,500 shares
               with respect to which he holds options which are exercisable
               within 60 days of August 1, 2002; and (iii) 40,757 shares by
               reason of the allocation of those shares to his account under the
               KESOT and his ability to vote such shares.

          (7)  Includes the following shares which are deemed to be
               "beneficially owned" by Sujata Sachdeva: (i) 0 shares owned
               directly; (ii) 2,500 shares with respect to which she holds
               options which are exercisable within 60 days of August 1, 2002;
               and (iii) 6,345 shares by reason of the allocation of those
               shares to her account under the KESOT and her ability to vote
               such shares.

          (8)  Includes the following shares which are deemed to be
               "beneficially owned" by Lenore E. Lillie: (i) 5,000 shares owned
               directly; (ii) 2,500 shares with respect to which she holds
               options which are exercisable within 60 days of August 1, 2002;
               and (iii) 12,887 shares by reason of the allocation of those
               shares to her account under the KESOT and her ability to vote
               such shares.

          (9)  This group includes 10 people, all of who are listed on the
               accompanying table. To avoid double-counting: (i) the 411,176
               total shares held by the KESOT and deemed to be beneficially
               owned by Michael J. Koss as a result of his position as a KESOT
               Trustee (see Note (5), above) include shares allocated to the
               KESOT accounts of John C. Koss, Michael J. Koss, John Koss, Jr.,
               Ms. Sachdeva and Ms. Lillie in the above table but are included
               only once in the total; and (ii) the 580,672 shares deemed to be
               beneficially owned by John C. Koss as a result of his position as
               trustee of the Koss Family Voting Trust (see Note (4), above) are
               included in his individual total share ownership and are included
               only once in the total.

         (10)  The Koss Family Voting Trust was established by John C. Koss. The
               sole Trustee is John C. Koss. The term of the Koss Family Voting
               Trust is indefinite. Under the Trust Agreement, John C. Koss, as
               Trustee, holds full voting and dispositive power over the shares
               held by the Koss Family Voting Trust. All of the 580,672 shares
               held by the Koss Family Voting Trust are included in the number
               of shares shown as beneficially owned by John C. Koss (see Note
               (4), above).

         (11)  The KESOT holds 411,176 shares. Authority to vote these shares is
               vested in KESOT participants to the extent shares have been
               allocated to individual KESOT accounts. All 411,176 of these
               KESOT shares are also included in the number of shares shown as
               beneficially owned by Michael J. Koss (see Note (5), above).
               Michael J. Koss and Cheryl Mike (the Company's Director of Human
               Resources) serve as Trustees of the KESOT and, as such, they
               share dispositive power with respect to (and are therefore each
               deemed under applicable SEC rules to beneficially own) all
               411,176 KESOT shares.

         (12)  1299 Ocean Ave., 11th Floor, Santa Monica, CA 90401. The share
               ownership reported by Dimensional Fund Advisors is based on the
               most recently available public information obtained by the
               Company.



                                       6



EXECUTIVE COMPENSATION AND RELATED MATTERS

     SUMMARY COMPENSATION TABLE. The following table presents certain summary
information concerning compensation paid or accrued by the Company for services
rendered in all capacities during the fiscal years ended June 30, 2002, 2001,
and 2000 for (i) the Chief Executive Officer ("CEO") of the Company, and (ii)
each of the other four executive officers of the Company (determined as of the
end of the last fiscal year) whose total annual salary and bonus exceeded
$100,000 (collectively, including the CEO, the "Named Executive Officers").




                                                                                          LONG-TERM
                                                                                         COMPENSATION (1)
                                                                                  --------------------------
                                                 ANNUAL COMPENSATION                         AWARDS
                                     ------------------------------------------   --------------------------
                                                                                                 SECURITIES
                         FISCAL                                                                  UNDERLYING
                         YEAR                                     OTHER ANNUAL      RESTRICTED    OPTIONS/          ALL OTHER
NAME AND PRINCIPAL       ENDED          SALARY         BONUS     COMPENSATION(2)   STOCK AWARDS    SARS(3)       COMPENSATION(4)
POSITION                 JUNE 30          ($)           ($)            ($)              ($)         (#)                ($)
--------------------     ----------- ------------- ------------- --------------    ------------- -----------     ---------------
                                                                                            
John C. Koss               2002          $150,000      $232,049          $      0   $      0              0          $ 19,539
Chairman of the Board      2001           150,000       267,185                 0          0              0           132,142
                           2000           150,000       164,855                 0          0              0           135,769

Michael J. Koss            2002          $195,000      $324,869          $289,500          0         60,000          $ 19,222
Chief Executive Officer    2001           185,000       374,060            81,438          0         30,000            17,842
                           2000           175,000       230,797           230,263          0         20,000            14,881

John Koss, Jr              2002          $145,000      $ 43,264          $141,600          0         40,000          $ 18,373
Vice President - Sales     2001           136,500       150,000           183,000          0         20,000            15,884
                           2000           130,000        34,020            51,900          0         15,000            13,426

Sujata Sachdeva            2002          $ 90,503      $ 21,291          $ 81,738          0         10,000          $ 14,566
Vice President - Finance   2001            86,250        23,221           118,963          0          5,000            15,172
                           2000            75,000        17,200            37,601          0          5,000             8,219

Lenore E. Lillie           2002          $ 90,563      $ 21,291          $118,200          0         10,000          $ 14,918
Vice President -           2001            86,250        23,221           434,088          0          5,000            14,651
Operations                 2000            75,000        17,200            53,388          0          5,000             8,862



--------
   (1)  The above table omits information concerning Long Term Incentive Plans
        ("LTIPs") (plans, other than restricted stock, stock option, or SAR
        plans, which provide for the payment of incentive compensation for
        performance expected to occur over more than one fiscal year) because
        the Company has no LTIPs.
   (2)  This column consists of the value realized upon the exercise of stock
        options for the fiscal years indicated. For more information, see
        "Aggregate Stock Option Exercises During the Fiscal Year." In all cases,
        the value of perquisites and other benefits in any fiscal year did not
        exceed the lesser of $50,000 or 10% of the total salary and bonus
        reported and, under applicable SEC compensation disclosure rules, are
        not required to be included in this column.
   (3)  This column consists of Incentive Stock Options granted to executive
        officers for the fiscal years indicated. For additional information, see
        "Stock Options Granted During Fiscal Year" and "Other Compensation
        Arrangements - Stock Option Plans."
   (4)  "All Other Compensation" consists of the following: (i) Company matching
        contributions under the Company's 401(k) Plan for the accounts of John
        C. Koss ($7,866 in 2002, $7,500 in 2001, and $7,500 in 2000), Michael J.
        Koss ($11,000 in 2002, $10,500 in 2001, and $10,500 in 2000), John Koss,
        Jr. ($11,103 in 2002, $9,880 in 2001, and $11,870 in 2000), Ms. Sachdeva
        ($10,259 in 2002, $11,224 in 2001, and $7,849 in 2000), and Ms. Lillie
        ($10,606 in 2002, $10,752 in 2001, and $7,866 in 2000); (ii) Company
        contributions to the KESOT for the accounts of John C. Koss ($5,868 in
        2002, $5,917 in 2001, and $289 in 2000), Michael J. Koss ($5,868 in
        2002, $5,917 in 2001, and $289 in 2000), John Koss, Jr. ($5,868 in 2002,
        $5,917 in 2001, and $289 in 2000), Ms. Sachdeva ($4,062 in 2002, $3,914
        in 2001, and $167 in 2000), and Ms. Lillie ($3,937 in 2002, $3,749 in
        2001, and $168 in 2000); (iii) premiums paid by the Company for life
        insurance for John C. Koss ($5,805 in 2002, $3,645 in 2001, and $12,900
        in 2000), Michael J. Koss ($2,354 in 2002, $1,425 in 2001, and $4,092 in
        2000), John Koss, Jr. ($1,402 in 2002, $87 in 2001, and $1,267 in 2000),
        Ms. Sachdeva ($245 in 2002, $34 in 2001, and $203 in 2000), and Ms.
        Lillie ($375 in 2002, $150 in 2001, and $828 in 2000); and (iv) for the
        fiscal years 2001 and 2000, an annual accrued expense of $115,080 in
        connection with the Company's agreement to continue to pay John C. Koss
        his current base salary for the remainder of his life, and no such
        accrual for the fiscal year 2002.





                                       7




     STOCK OPTIONS GRANTED DURING FISCAL YEAR. The following table provides
certain information concerning stock options granted to Named Executive Officers
during the fiscal year ended June 30, 2002.





                                           INDIVIDUAL GRANTS
                                     -----------------------------
                                      PERCENT OF
                                        TOTAL
                     SECURITIES      OPTIONS/ SARS                                      POTENTIAL REALIZABLE VALUE AT
                     UNDERLYING        GRANTED TO                                   ASSUMED ANNUAL RATES OF STOCK PRICE
                      OPTIONS/        EMPLOYEES IN     EXERCISE OR                    APPRECIATION FOR OPTION TERM (2)
                    SARS GRANTED      FISCAL YEAR    BASE PRICE       EXPIRATION    -----------------------------------
       NAME              (#)              (1)        ($ PER SHARE)       DATE           0%           5%           10%
------------------- -------------- --------------- --------------- ----------------  ----------  ----------  ----------
                                                                                        
John C. Koss             n/a            n/a               n/a                  n/a          n/a         n/a         n/a

Michael J. Koss       60,000           40.0%           $18.48       April 24, 2007    $(100,800)  $ 177,600   $ 615,600

John Koss, Jr         40,000           26.7%            18.48       April 24, 2007      (67,200)    118,400     410,400

Sujata Sachdeva       10,000            6.7%            16.80       April 24, 2012            0      46,400     108,000

Lenore E. Lillie      10,000            6.7%            16.80       April 24, 2012            0      46,400     108,000


------
   (1)  The percentages set forth in this table are based on 150,000 total stock
        option shares granted for the fiscal year ended June 30, 2002.
   (2)  Based on the closing price on April 24, 2002, the date such options were
        granted. The exercise price for Michael J. Koss and John Koss, Jr. is
        equal to 110% of the closing price on the date of grant.

     AGGREGATE STOCK OPTION EXERCISES DURING THE FISCAL YEAR. The following
table provides certain information about stock options exercised by the Named
Executive Officers during the fiscal year ended June 30, 2002 and held by the
Named Executive Officers on June 30, 2002.



                                                      NUMBER OF SECURITIES UNDERLYING   VALUE OF UNEXERCISED IN-THE-MONEY
                           SHARES                       UNEXERCISED OPTIONS/SARS AT       OPTIONS AT FISCAL YEAR END (1)
                        ACQUIRED ON        VALUE              FISCAL YEAR END                         (DOLLARS)
                          EXERCISE       REALIZED     -------------------------------   --------------------------------
        NAME                (#)          (DOLLARS)     EXERCISABLE      UNEXERCISABLE    EXERCISABLE       UNEXERCISABLE
----------------       --------------  -------------  -------------     -------------   --------------     -------------
                                                                                        
John C. Koss                n/a             n/a             n/a              n/a              n/a              n/a
Michael J. Koss            30,000      $  289,500          110,000          150,000      $   999,625      $   457,875
John Koss, Jr.             15,000         141,600           82,500           97,500          762,463          275,688
Sujata Sachdeva             7,500          81,738            2,500           25,000                0           78,525
Lenore E. Lillie           10,000         118,200            2,500           25,000                0           78,525

------
     (1)   Based on the $16.75 per share market value of the Common Stock on
           June 30, 2002, determined with reference to the closing price of the
           Common Stock on that date as reported on The Nasdaq Stock Market.
           Options are "in-the-money" if the fair market value of the Common
           Stock on June 30, 2002 exceeded the exercise price.

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. John C. Koss,
who is the Chairman of the Board and executive officer of the Company, serves on
the Compensation Committee.

     DIRECTOR COMPENSATION. Directors who are not also employees of the Company
receive an annual retainer of $5,000, plus $1,250 per director for each meeting
and $500 per director for each committee meeting.

     OTHER COMPENSATION ARRANGEMENTS. The Company has certain other compensation
plans and arrangements which are available to the CEO and certain of the Named
Executive Officers including the following:

     -   SUPPLEMENTAL MEDICAL CARE REIMBURSEMENT PLAN. Each officer of the
         Company is covered by a medical care reimbursement plan for all medical
         expenses incurred which are not covered under group health insurance up
         to an annual maximum of 10% of salary. Amounts reimbursed under this
         Plan are included under the column headed "All Other Compensation" in
         the summary compensation table.

     -   EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST. In December 1975, the Company
         adopted the KESOT, which is a form of employee benefit plan designed to
         invest primarily in employer securities. The KESOT is qualified under
         Section 401(a) of the Internal Revenue Code. All full-time employees
         with at least six months' uninterrupted service with the Company are
         eligible to participate in the KESOT. Contributions to the KESOT are
         allocated to the accounts of participants in proportion to the ratio
         that a participant's compensation bears to total compensation of all
         participants.



                                       8




         Accounts are adjusted each year to reflect the investment experience of
         the trust and forfeitures from accounts of non-vested terminated
         participants. All unallocated shares will be voted by the KESOT
         Trustees as directed by the KESOT Committee. Michael J. Koss and Cheryl
         Mike currently serve as KESOT Trustees and as the members of the KESOT
         Committee. Voting rights for all allocated shares are passed through to
         the participant for whose account such shares are allocated, and must
         be voted by the Trustees in accordance with the participants'
         direction. As of August 1, 2002 the KESOT held 411,176 shares of Common
         Stock (approximately 10.51% of the total number of shares outstanding).

     -   OFFICER LOAN POLICY. On January 31, 1980, the Board adopted an Officer
         Loan Policy. The significant provisions of the policy are: (i) the
         maximum amount to be loaned is limited to one-half of the officer's
         annual base salary; (ii) the first $10,000 bears no interest; (iii) in
         the event the loan balance exceeds $10,000, interest is charged on the
         entire amount at the minimum rate provided by Section 483 of the
         Internal Revenue Code; and (iv) the loan will be repaid in installments
         or in full upon termination of employment. During the fiscal year ended
         June 30, 2002, no officer had an officer loan that exceeded $60,000.
         Given the recent passage of the Sarbanes-Oxley Act of 2002, the Company
         will no longer have an officer loan policy.

     -   RETIREMENT AGREEMENT. The Board of Directors adopted a resolution to
         continue to pay to John C. Koss his current base salary in the event he
         became disabled prior to age 70. After age 70, Mr. Koss is eligible to
         receive his current base salary of $150,000 for the remainder of his
         life, whether he becomes disabled or not. Mr. Koss is over 70 years old
         and will be entitled to receive this benefit upon his retirement from
         the Company.

     -   STOCK OPTION PLANS. In 1990, the Board of Directors created, and the
         stockholders approved, a Flexible Incentive Plan (the "Plan"). This
         Plan is administered by the Compensation Committee and vests the
         Compensation Committee with discretionary powers to choose from a
         variety of incentive compensation alternatives to make annual
         stock-based awards to officers, key employees and other members of the
         Company's management team. John C. Koss is not eligible for any grants
         since he is a member of the Compensation Committee.

     -   SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN. The Board of Directors has by
         resolution entered into a Supplemental Executive Retirement Plan with
         Michael J. Koss which calls for Mr. Koss to receive annual cash
         compensation following his retirement from the Company ("Retirement
         Payments") in an amount equal to 2% of the base salary of Mr. Koss,
         multiplied by his number of years of service to the Company (for
         example, if Mr. Koss had worked 25 years, then he would be entitled to
         receive 50% of base salary). The base salary shall be calculated using
         the average base salary of Mr. Koss during the three years preceding
         his retirement. The Retirement Payments are to be paid to Mr. Koss
         monthly until his death, and after his death shall continue to be paid
         monthly to his surviving spouse until her death.

     -   PROFIT SHARING PLAN. Every quarter of each fiscal year, the Company
         sets aside a percentage of any operating profits and distributes it to
         all employees (except John C. Koss, Michael J. Koss, and John Koss,
         Jr.) based on their hourly rate of pay. All full-time Koss employees
         (except John C. Koss, Michael J. Koss, and John Koss, Jr.) are eligible
         for profit sharing if they have been employed for the complete fiscal
         quarter. Deductions are made from profit sharing for each absence (paid
         sick days and unpaid days) based on the number of hours of time lost.




                                       9



AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors (the "Committee") is composed of
three non-employee directors. The members of the Committee are: Mr. Mattson, Mr.
Doerr and Mr. Stein. Each member of the Committee is "independent" as defined in
The Nasdaq Stock Market listing standards. The Committee held two meetings
during its fiscal year 2002.

The responsibilities of the Committee are set forth in its Charter, which is
reviewed and amended periodically, as appropriate. Generally, the Committee
reviews and monitors the Company's financial reporting process on behalf of the
Board of Directors. In fulfilling its responsibility, the Committee recommends
to the full Board of Directors the selection of the Company's independent
accountants. The Committee discusses with the independent accountants the
overall scope and specific plans for their respective audits. The Committee also
discusses the Company's consolidated financial statements, the effectiveness and
adequacy of the Company's internal controls and pending litigation. The
Committee meets twice a year with the Company's independent accountants to
discuss the results of their examinations, their evaluations of the Company's
internal controls, and the overall quality of the Company's financial reporting.

Specifically, the Committee has: (i) reviewed and discussed the Company's
audited financial statements for the fiscal year ended June 30, 2002 with the
Company's management; (ii) discussed with the Company's independent auditors the
matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards), as may be modified or supplemented; and (iii) received the
written disclosures and the letter from the Company's independent accountants
required by Independence Standards Board Standard No. 1 (Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees), as may be
modified or supplemented, and has discussed with the Company's independent
accountants the independent accountants' independence. Based on the review and
discussions referred to above, the Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 2002 for filing
with the SEC.

                                                      AUDIT COMMITTEE
                                                      LAWRENCE S. MATTSON
                                                      THOMAS L. DOERR
                                                      MARTIN F. STEIN

THE REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY REFERENCE
BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO
ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT
OF 1934 (TOGETHER, THE "ACTS"), EXCEPT TO THE EXTENT THAT THE COMPANY
SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL NOT OTHERWISE
BE DEEMED FILED UNDER SUCH ACTS.


COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Under SEC rules, the Company is required to provide certain information
concerning compensation provided to the Company's Chief Executive Officer and
the Named Executive Officers. The disclosure requirements for these individuals
include the use of tables and a report of the Committee responsible for
compensation decisions for these individuals, explaining the rationale and
considerations that led to those compensation decisions. Therefore, the
Compensation Committee of the Board of Directors has prepared the following
report for inclusion in this Proxy Statement:

           The Compensation Committee of the Board of Directors ("Compensation
       Committee") is composed of Mr. Stollenwerk, Mr. Mattson, Mr. Hunter and
       the Chairman of the Board, John C. Koss. The Compensation Committee is
       responsible for the review of all employee salaries in excess of $75,000
       or who report directly to the Company's Chief Executive Officer. The
       Compensation Committee also reviews all bonus, commission and stock
       option programs. The Compensation Committee meets as a group each spring
       and reviews its report with the full Board prior to the end of the fiscal
       year. This system enables management to plan the following year more
       appropriately.

           The Company employs a compensation program linked to company-wide
       performance and individual achievement. All executive officers are
       reviewed twice each year. Raises in base salaries are made in July when
       necessary or when promotions are announced. In addition, the Company has
       a Flexible Incentive Plan, an Employee Stock Ownership Plan and Trust, a
       401(k) Plan, and a Profit Sharing Plan. The Company also has a


                                       10



       cafeteria benefits plan to provide flexibility to employees to choose
       their own health care and associated benefits package from an array of
       offerings. The Company shares the cost of medical insurance with its
       employees.

           The Company's executive officers are paid base salaries commensurate
       with their responsibilities, after comparison with base salaries of
       executive officers of other light assembly or manufacturing companies
       taken from data in an annual national survey.

           Executive officers are also eligible for annual bonuses based upon
       individual performance and overall Company performance and profitability.
       Factors relevant to determining such bonuses include attainment of
       corporate revenue and earnings goals and the development of new accounts.
       The Company's Chairman is eligible to receive a bonus calculated as a
       percentage of the Company's earnings before interest and taxes. The
       Company's Vice President-Sales is entitled to receive a bonus based upon
       increases in sales over the prior year, and a bonus for obtaining new
       accounts from a predetermined list of potential new accounts and for
       adding new product lines to current accounts. The Company's Vice
       President - Europe is entitled to receive a bonus based upon the
       Company's sales in export markets.

           The Compensation Committee annually reviews and determines the
       compensation of Michael J. Koss, President and Chief Executive Officer.
       Michael J. Koss' salary is based on his experience, responsibilities,
       historical salary levels for himself and other executive officers of the
       Company, and the salaries of Chief Executive Officers of other light
       assembly or manufacturing companies. Michael J. Koss is also eligible to
       receive a bonus calculated as a percentage of the Company's earnings
       before interest and taxes. He also participates in the Company's Flexible
       Incentive Plan.

                                                        COMPENSATION COMMITTEE
                                                        JOHN C. KOSS
                                                        LAWRENCE S. MATTSON
                                                        JOHN J. STOLLENWERK

       THE REPORT OF THE COMPENSATION COMMITTEE SHALL NOT BE DEEMED INCORPORATED
       BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING BY REFERENCE THIS
       PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF 1933 OR UNDER
       THE SECURITIES EXCHANGE ACT OF 1934 (TOGETHER, THE "ACTS"), EXCEPT TO THE
       EXTENT THAT THE COMPANY SPECIFICALLY INCORPORATES THIS INFORMATION BY
       REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.


                                       11




STOCK PRICE PERFORMANCE INFORMATION

     The graph and table below set forth information comparing the yearly
cumulative total return on the Company's Common Stock over the past five years
with the yearly cumulative total return on (i) stocks included in The Nasdaq
Stock Market (US Companies) Index, and (ii) a group of peer companies ("Peer
Group"). The Peer Group consists of Boston Acoustics, Inc., Digital Video
Systems, Inc., and Phoenix Gold International, Inc. The Peer Group used last
year also included Sensory Science Corporation, which is not included in this
year's Peer Group as a result of its acquisition by another company. For
purposes of the graph and table, it is assumed that on June 30, 1997, $100 was
invested in the stock of each of (i) the Company, (ii) the companies on The
Nasdaq Stock Market (US Companies) Index, and (iii) the companies in the Peer
Group (the cumulative return for the investment in the stock of companies in the
Peer Group is weighted according to the relative market capitalization of each
company as adjusted at the end of each fiscal year shown on the table). The
graph and table also assume that all dividends paid were reinvested in the stock
of the issuing companies. THE STOCK PRICE PERFORMANCE INFORMATION SHOWN IN THE
GRAPH AND TABLE BELOW SHOULD NOT BE CONSIDERED INDICATIVE OF FUTURE PERFORMANCE.


                  COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
                       ASSUMES INITIAL INVESTMENT OF $100
                                   JUNE 2002

                              [PERFORMANCE CHART]



                1997       1998       1999       2000       2001       2002
                ----       ----       ----       ----       ----       ----
                                                  
Koss Corp    $ 100.00   $ 115.71   $ 138.57   $ 181.43   $ 357.14   $ 394.81
NASDAQ US    $ 100.00   $ 131.62   $ 189.31   $ 279.93   $ 151.75   $ 102.81
Peer Group   $ 100.00   $  88.16   $  68.19   $  52.96   $  45.68   $  45.07




                                       12




RELATED TRANSACTIONS

     BUILDING LEASE. The Company leases its main plant and offices in Milwaukee,
Wisconsin, from its Chairman, John C. Koss, under a lease which expires on June
30, 2003 (subject to renewal) at a current rent of $380,000 per year. The
Company is responsible for all property maintenance, insurance, taxes and other
normal expenses related to ownership. The Company believes that the lease is on
terms no less favorable to the Company than those that could be obtained from
unaffiliated parties.

     STOCK REPURCHASES. The Company has previously announced its intention to
repurchase shares of Common Stock in the open market or in private transactions
as such shares become available from time to time, because the Company believes
that its stock is undervalued in the current market and that such repurchases
enhance the value to stockholders. Consistent with this policy, the Company
repurchased 301,202 shares during the fiscal year ended June 30, 2002. The
Company believes that purchases of Common Stock enhance stockholder value and
will continue from time to time to engage in such transactions either on the
open market or in private transactions.

     The Company has an agreement with its Chairman, John C. Koss, to repurchase
Common Stock from his 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 June 30, 2002, $1,490,000 has been classified as
a Contingently Redeemable Equity Interest on the Company's financial statements
reflecting the estimated obligation in the event of execution of the agreement.

SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the SEC and
with The Nasdaq Stock Market reports of ownership and changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater than 10% shareholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) forms they file.

     Based solely on review of such reports furnished to the Company or
representations that no other reports were required, the Company believes that,
during the 2002 fiscal year, all filing requirements applicable to its officers,
directors, and greater than 10% beneficial owners were complied with except as
follows:

     -   John C. Koss will file two late reports covering two transactions (the
         minimum required distribution of shares and in-service withdrawal of
         shares allocated to his KESOT account, and the gifting of shares to
         grandchildren);

     -   Michael J. Koss filed two late reports covering two transactions (a
         grant of 60,000 stock options on April 24, 2002, and an exercise (with
         no corresponding resale) of 20,000 stock options of June 27, 2002);

     -   John C. Koss, Jr. filed one late report covering the grant of 40,000
         stock options on April 24, 2002;

     -   Sujata Sachdeva filed one late report covering the grant of 10,000
         stock options on April 24, 2002; and

     -   Lenore Lillie filed one late report covering the grant of 10,000 stock
         options.



                                       13





           ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR

     The Board of Directors, following the recommendation of its Audit
Committee, has retained PricewaterhouseCoopers as independent accountants to
audit the consolidated financial statements of the Company and its subsidiaries
for the fiscal year ending June 30, 2003. PricewaterhouseCoopers has served the
Company as its independent auditors since September 1992. Representatives of
PricewaterhouseCoopers are expected to be present at the Meeting, and will have
the opportunity to make a statement if they desire to do so. The
PricewaterhouseCoopers representatives are expected to be available to respond
to appropriate questions at the Meeting.

         AUDIT FEES. The aggregate fees billed by PricewaterhouseCoopers for
professional services rendered for the audit of the Company's annual
consolidated financial statements and the reviews of the consolidated financial
statements included in the Company's quarterly 10-Q filings, for the fiscal year
ended June 30, 2002, were $79,000.

         FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The
aggregate fees billed by PricewaterhouseCoopers for professional services
rendered in connection with consulting on financial information systems design
implementation, for the fiscal year ended June 30, 2002, were $0.

         ALL OTHER FEES. The aggregate fees billed by PricewaterhouseCoopers for
professional services rendered, which primarily related to income tax
compliance, tax consulting, audits of employee benefit plans, and other services
for the fiscal year ended June 30, 2002, were $80,900.



     The Audit Committee has considered whether the performance of the services
described above under the caption "All Other Fees" is compatible with
maintaining PricewaterhouseCoopers' independence.

     Although this appointment is not required to be submitted to a vote by
stockholders, the Board believes it appropriate, as a matter of policy, to
request that the stockholders ratify the appointment. If stockholder
ratification (by the affirmative vote of a majority of the shares of Common
Stock present in person or represented by proxy at the Meeting) is not received,
the Board will reconsider the appointment. Unless otherwise directed, the proxy
will be voted in favor of the ratification of such appointment.


                     THE BOARD OF DIRECTORS RECOMMENDS THAT
                    STOCKHOLDERS VOTE "FOR" RATIFICATION OF
                     PRICEWATERHOUSECOOPERS AS INDEPENDENT
                 ACCOUNTANTS FOR THE YEAR ENDING JUNE 30, 2003



                                       14




                      ITEM 3. TRANSACTION OF OTHER BUSINESS

     The Board of Directors of the Company is not aware of any other matters
that may come before the meeting. If any other matters are properly presented to
the meeting for action, it is the intention of the persons named as proxies in
the enclosed form of proxy to vote such proxies in accordance with their best
judgment on such matters.


                  STOCKHOLDER PROPOSALS FOR 2003 ANNUAL MEETING

     There are no stockholder proposals on the agenda for the Meeting. In order
to be eligible for inclusion in the Company's proxy materials for its 2003
annual meeting, a stockholder proposal must be received by the Company no later
than May 27, 2003 and must otherwise comply with the applicable rules of the
Securities and Exchange Commission. To avoid controversy over when a stockholder
proposal is received, stockholder proposals should be sent by certified mail,
return receipt requested, and should be addressed to the Secretary of the
Company.



                                       15




                                                  PLEASE DATE, SIGN AND MAIL YOUR
                                                PROXY CARD BACK AS SOON AS POSSIBLE!

                                                   ANNUAL MEETING OF STOCKHOLDERS
                                                          KOSS CORPORATION

                                                          OCTOBER 17, 2002


                                       \/ Please Detach and Mail in the Envelope Provided \/

A [X] PLEASE MARK YOUR                                                                                              |_
      VOTES AS IN THIS
      EXAMPLE.


             FOR all nominees           WITHHOLD
             listed at right           AUTHORITY
                (except as      to vote for all nominees
             specified below)       listed at right
                                                                                                               FOR  AGAINST  ABSTAIN
1. ELECTION        / /                    / /          Nominees:                  2. PROPOSAL TO RATIFY THE    / /    / /      / /
   OF                                                    1 - John C. Koss            APPOINTMENT OF
   DIRECTORS:                                            2 - Thomas L. Doerr         PRICEWATERHOUSECOOPERS
(Instructions: To withhold authority to vote for any     3 - Michael J. Koss         LLP AS INDEPENDENT
indicated nominee, write the number(s) of the            4 - Lawrence S. Mallson     AUDITORS OF THE
nominee(s) in the space provided below.)                 5 - Martin F. Stein         CORPORATION FOR THE FISCAL
                                                         6 - John J. Stollenwerk     YEAR ENDING JUNE 30, 2003.
_____________________________________________________
                                                                                  3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
                                                                                     TO VOTE UPON SUCH OTHER BUSINESS AS MAY
                                                                                     PROPERLY COME BEFORE THE MEETING.

                                                                                  Check appropriate box.          Name Change? / /

                                                                                  Indicate changes below:
                                                                                                               Address Change? / /

                                                                                  ___________________________
                                                                                  ___________________________
                                                                                  ___________________________


Signature ______________________________ Date: ____________, 2002  Signature ______________________________ Date: ____________, 2002

NOTE: Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney,
      executors, administrators, trustee or guardian, please give full title as such. If a corporation, please sign in full
      corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized
      person.





                                                  PLEASE DATE, SIGN AND MAIL YOUR
                                                PROXY CARD BACK AS SOON AS POSSIBLE!

                                                   ANNUAL MEETING OF STOCKHOLDERS
                                                          KOSS CORPORATION

                                                             KESOT PLAN

                                                          OCTOBER 17, 2002


                                       \/ Please Detach and Mail in the Envelope Provided \/

A [X] PLEASE MARK YOUR                                                                                              |_
      VOTES AS IN THIS
      EXAMPLE.


             FOR all nominees           WITHHOLD
             listed at right           AUTHORITY
                (except as      to vote for all nominees
             specified below)       listed at right
                                                                                                               FOR  AGAINST  ABSTAIN
1. ELECTION        / /                    / /          Nominees:                  2. PROPOSAL TO RATIFY THE    / /    / /      / /
   OF                                                    1 - John C. Koss            APPOINTMENT OF
   DIRECTORS:                                            2 - Thomas L. Doerr         PRICEWATERHOUSECOOPERS
(Instructions: To withhold authority to vote for any     3 - Michael J. Koss         LLP AS INDEPENDENT
indicated nominee, write the number(s) of the            4 - Lawrence S. Mallson     AUDITORS OF THE
nominee(s) in the space provided below.)                 5 - Martin F. Stein         CORPORATION FOR THE FISCAL
                                                         6 - John J. Stollenwerk     YEAR ENDING JUNE 30, 2003.
_____________________________________________________
                                                                                  3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
                                                                                     TO VOTE UPON SUCH OTHER BUSINESS AS MAY
                                                                                     PROPERLY COME BEFORE THE MEETING.

                                                                                  Check appropriate box.          Name Change? / /

                                                                                  Indicate changes below:
                                                                                                               Address Change? / /

                                                                                  ___________________________
                                                                                  ___________________________
                                                                                  ___________________________


Signature ______________________________ Date: ____________, 2002  Signature ______________________________ Date: ____________, 2002

NOTE: Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney,
      executors, administrators, trustee or guardian, please give full title as such. If a corporation, please sign in full
      corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized
      person.