ROCKFORD CORPORATION
(Name of Issuer)

Shares of Common Stock, par value $0.001 per share
(Title of Class of Securities)

77316P101
(CUSIP Number)

August 29, 2000
(Date of Event Which Requires Filing of this Statement)

13G

1

WS Capital, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  
(b)  

3

4

Texas

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

500,000

6

0

7

500,000

8

0

9

500,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

6.4%

12

IA

13G

1

Reid S. Walker

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  
(b)  

3

4

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

500,000

6

0

7

500,000

8

0

9

500,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

6.4%

12

IN

13G

1

G. Stacy Smith

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  
(b)  

3

4

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

500,000

6

0

7

500,000

8

0

9

500,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11

6.4%

12

IN

Item 1(a)

Name of Issuer.

Rockford Corporation

Item 1(b)

Address of Issuer's Principal Executive Offices.

546 South Rockford Drive
Tempe, Arizona 85281

Item 2(a)

Name of Person Filing.

WS Capital, L.L.C. ("WS Capital"), Reid S. Walker and G. Stacy Smith

Item 2(b)

Address of Principal Business Office, or, if none, Residence.

300 Crescent Court, Suite 880
Dallas, Texas 75201

Item 2(c)

Citizenship or Place of Organization.

WS Capital is a limited liability company organized under the laws of the State of Texas. Reid S. Walker and G. Stacy Smith are the principals of WS Capital and are United States citizens.

Item 2(d)

Title of Class of Securities.

Common Stock, par value $0.001 per share (the "Common Stock").

Item 2(3)

CUSIP Number.

77316P101

Item 3

If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

An investment advisor in accordance with Section 240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4

Ownership.

(a)

WS Capital and Messrs. Walker and Smith are the beneficial owners of 500,000 shares of Common Stock. The 500,000 shares of Common Stock are held (i) 266,800 shares by Walker Smith Capital, and (ii) 233,200 shares by Walker Smith International.

(b)

WS Capital and Messrs. Walker and Smith are the beneficial owners of 6.4% of the outstanding shares of Common Stock.

(c)

WS Capital has the sole power to vote and dispose of the 500,000 shares of Common Stock beneficially owned by it. As the principals of WS Capital, Messrs. Walker and Smith may direct the vote and disposition of the 500,000 shares of Common Stock beneficially owned by WS Capital.

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

Item 8

Identification and Classification of Members of the Group.

Inapplicable.

Item 9

Notice of Dissolution of Group.

Inapplicable.

Item 10

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits

Exhibit 1

Joint Filing Agreement dated September 8, 2000 between WS Capital, Reid S. Walker and G. Stacy Smith.

WS CAPITAL, L.L.C.

By:  /S/ REID S. WALKER
     _______________________________
      Reid S. Walker
      Member

/S/ REID S. WALKER
__________________________________
Reid S. Walker

/S/ G. STACY SMITH
__________________________________
G. Stacy Smith