UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-Q
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For  the  quarterly  period  ended               December  31,  1995      

                                        or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the transition period from                       to

Commission file number                      0-25226                    

                          EMERSON RADIO CORP.

       (Exact name of registrant as specified in its charter)

          DELAWARE                                     22-3285224      
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                      Identification No.)

   9 Entin Road            Parsippany, New Jersey              07054   
(Address of principal                                        (Zip code)
 executive offices)
                                          

                            (201)884-5800
          (Registrant's telephone number, including area code)

                                                                
(Former name, former address, and former fiscal year, if changed since 
 last report)

   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.         [X] Yes     [ ] No

              APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

   Indicate  by  check mark whether the registrant has filed all documents  and
reports  required  to be filed by Sections 12, 13 or 15(d)  of  the  Securities
Exchange Act of 1934 subsequent to the distribution of securities under a  plan
confirmed by a court.         [X] Yes     [ ] No


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares of common stock outstanding as of 
December 31, 1995: 40,252,772.

                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

                     EMERSON RADIO CORP. AND SUBSIDIARIES
                                       
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                   (In thousands, except per share amounts)
                                       
<TABLE>                                       
                                      Nine  Months Ended        Three Months Ended
                                      December  31,              December  31,
                                      1995           1994       1995         1994

<S>                                   <C>         <C>          <C>         <C>         
Net  sales  . . . . . . . . . . . . . $214,720    $529,111     $ 70,314    $194,333

Costs and Expenses:

    Cost  of sales . . . . . . . . . . 198,184     490,803       67,491     179,052

    Other operating costs 
      and expenses. . . . . . . . . . .  3,529       6,777          983       1,910

   Selling, general & administrative
      expenses. . . . . . . . . . . . . 16,332      23,858        5,338       7,681
                                        ______     _______       ______     _______         
                                       218,045     521,438       73,812     188,643
                                       _______     _______       ______     _______ 
Operating profit (loss). . . . . . . .  (3,325)      7,673       (3,498)      5,690

Interest  expense . . . . . . . . . . .   2,322      2,124        1,029         950
                                          _____      _____        _____       _____                                         
Earnings (loss) before income taxes. . . (5,647)     5,549       (4,527)      4,740

Provision <benefit> for income taxes . .     26        196         (129)          82

Net earnings (loss). . . . . . . . . .  $(5,673)  $  5,353     $ (4,398)    $ 4,658
                                         =======   =======       =======      =====                                         

Net earnings (loss) per common share .  $  (.15)  $    .12     $   (.11)    $   .10
                                         =======   =======       =======      =====
Weighted average number of common
   and common equivalent shares
    outstanding . . . . . . . . . . .    40,253     46,537       40,253      48,879
                                         ======     ======       ======      ======

</TABLE>

The  accompanying  notes  are  an integral part  of  the  interim  consolidated
financial statements.
                                       
                                      
                                       
              EMERSON RADIO CORP. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEETS
                    (In thousands of dollars)

<TABLE>
                                             Dec.   31,      March 31,
                                                1995            1995
                                              (Unaudited)
<S>                                             <C>          <C> 
ASSETS
Current Assets:
   Cash  and  cash equivalents  . . . . . . .   $  19,041    $ 17,020
   Accounts receivable (less allowances of
     $7,140  and $9,350, respectively) . . .  .    29,576      34,309
   Inventories   . . . . . . . . . . . . . .  .    42,385      35,336
   Prepaid  expenses and other current  assets     10,974      15,715
                                                  _______     _______ 
     Total  current assets . . . . . . . . .  .   101,976     102,380

Property and equipment - (at cost less
  accumulated depreciation and amortization
   of  $5,753 and $7,102, respectively) . . .  .    4,298       4,676
Other  assets . . . . . . . . . . . . . .  .  .  .  8,053       6,913
                                                  _______     _______        
     Total  Assets . . . . . . . . . . . . .  . $ 114,327   $ 113,969
                                                  =======     =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Notes  payable  . . . . . . . . . . . . . .  $  24,735   $  27,296
   Current  maturities of long-term debt . .  .       240         508
   Accounts payable and other current
     liabilities   . . . . . . . . . . . . .  .    14,083      18,982
   Accrued  sales returns  . . . . . . . . .  .     6,489      12,713
   Income  taxes payable . . . . . . . . . .  .       214         283
                                                   _______     ______     
    Total  current liabilities  . . . . . .  .     45,761      59,782

Long-term  debt . . . . . . . . . . . . .  .  .    20,993         214
Other  non-current liabilities  . . . . .  .  .       354         322

Shareholders' Equity:
Preferred stock - $.01 par value, 10,000,000
  and 1,000,000 shares authorized,
  respectively, 10,000 shares issued and
   outstanding. . . . . . . . . . . . . .  .  .     9,000       9,000
Common stock - $.01 par value, 75,000,000
  shares authorized, 40,252,772. . . . . . . .
  shares  issued and outstanding. . . . . . . .       403         403
Capital  in  excess of par value . . . . . .  .   107,944     107,969
Accumulated  deficit  . . . . . . . . . . .  .    (70,284)    (64,086)
Cumulative  translation adjustment  . . .  .  .       156         365
                                                   ______     _______       
     Total shareholders' equity   . . . . .  .     47,219      53,651

     Total Liabilities and Shareholders' Equity $ 114,327   $ 113,969
                                                 ========     =======

</TABLE>

The accompanying notes are an integral part  of  the interim consolidated
financial statements.
     
     
     


                 EMERSON RADIO CORP. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                       (In thousands of dollars)

                                                  Nine  Months   Ended
                                                       December 31,
                                                   1995               1994
Cash Flows from Operating Activities:

  Net  cash  used by operating activities. . . $ (11,478)         $(28,287)
                                                 ________          ________  
Cash Flows from Investing Activities:

   Redemption of certificates of deposit. . . .      137             8,469
   Additions  to  property and equipment. . . .   (1,490)           (2,733)
   Other.  .  . . . . . . . . . . . . . . . . .     (522)               29
  Net cash (used) provided by investing            ______            _____   
     activities . . . . . . . . . . . . . . . .   (1,875)            5,765
                                                   ______            _____   
Cash Flows from Financing Activities:

  Net proceeds from private placement of
    Senior Subordinated Convertible
     Debentures  .  . . . . . . . . . . . . . .   19,220               -
  Net (repayments) borrowings under line of
     credit  facility. . . . . . . . . . .  . .   (2,561)           14,271
  Net proceeds from public offering of common
     stock. . .  . . . . . . . . . . . . . . .        -              5,701
   Other   .  .  . . . . . . . . . . . . . . .    (1,285)           (1,155)
  Net cash provided by financing                  _______           ______
     activities  .  . . . . . . . . . . . . .      15,374           18,817
                                                 ________           ______
Net increase (decrease) in cash and cash
   equivalents   . . . . . . . . . . . . . . .      2,021           (3,705)
Cash and cash equivalents at beginning
   of  year.  .  . . . . . . . . . . . . . . .     17,020            21,623
                                                   ______            ______ 
Cash  and  cash equivalents at end of period . .$  19,041(a)       $ 17,918(a)
                                                  =======           =======
Supplemental disclosure of cash flow information:

   Interest paid  . . . . . . . . . . . . . . . $   2,751          $ 2,198
                                                 ========           ======
   Income taxes paid  . . . . . . . . . . . . . $     153          $   298
                                                 ========           ======

(a)   The  balances  at December 31, 1995 and 1994  include  $9.0 million  and
      $6.0  million,  respectively,  of  cash  and   cash equivalents pledged 
      to assure the availability of certain  letterof credit facilities.

The  accompanying  notes  are an integral  part  of  the  interim consolidated 
financial statements.

              EMERSON RADIO CORP. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)
NOTE 1

      The  unaudited  interim consolidated  financial  statements
reflect all adjustments that management believes are necessary to
present  fairly the results of operations for the  periods  being
reported. The unaudited interim consolidated financial statements
have  been prepared pursuant to the rules and regulations of  the
Securities and Exchange Commission and accordingly do not include
all  of the disclosures normally made in the Emerson Radio  Corp.
(the  "Company") annual consolidated financial statements. It  is
suggested  that  these  unaudited interim consolidated  financial
statements be read in conjunction with the consolidated financial
statements and notes thereto for the year ended March  31,  1995,
included in the Company's annual Form 10-K filing.

      Due  to  the  seasonal  nature of  the  Company's  consumer
electronics business, the results of operations for the three and
nine  month  periods ended December 31, 1995 are not  necessarily
indicative of the results of operations for the full year  ending
March 31, 1996.

NOTE 2

      Net  loss  per  common share for the three and  nine  month
periods  ended December 31, 1995 are based on the  net  loss  and
deduction  of  preferred  stock  dividend  requirements  and  the
weighted  average  number of shares of common  stock  outstanding
during  the  periods.   These per share amounts  do  not  include
common stock equivalents assumed outstanding since they are anti-
dilutive.

      Net  earnings per common share for the three and nine month
periods ended December 31, 1994 are based on the weighted average
number  of  shares  of common stock and common stock  equivalents
outstanding during each period.  Common stock equivalents include
shares  issuable  upon  conversion  of  the  Company's  Series  A
Preferred  Stock,  exercise of stock  options  and  warrants  and
shares issued (in February 1995) to former creditors primarily to
satisfy an anti-dilution provision.

NOTE 3

      The provision (benefit) for income taxes for the three and nine month
periods  ended December 31, 1995 and 1994 consists  primarily  of
taxes related to international operations. The provision (benefit) for  the
three  and  nine  month  periods ended  December  31,  1995  also
includes a refund for overpayment of Federal alternative  minimum
taxes and a reversal of an overaccrual of prior year taxes on 
international operations.   The  Company did not recognize tax 
benefits  for  losses incurred  by  its domestic operations (after 
tax  recognition  of prior year book deductions) during the same periods.

NOTE 4

      Spare  parts  inventories,  net  of  reserves,  aggregating
$2,321,000  and  $2,763,000 at December 31, 1995  and  March  31,
1995,  respectively, are included in "Prepaid expenses and  other
current assets".

NOTE 5

Long-term debt consists of the following:
(In thousands of dollars)
                                        Dec. 31,      March 31,
                                          1995          1995
8-1/2% Senior Subordinated
  Convertible Debentures
  Due 2002. . . . . . . . . . . .        $20,750        $   -
Notes payable to unsecured
  creditors . . . . . . . . . . .             94          465
Equipment notes and other . . . .            389          257
                                          ______          ___
                                          21,233          722
Less current obligations. . . . .            240          508
                                          ______         ____
                                         $20,993        $ 214
                                         =======        =====


      The 8-1/2% Senior Subordinated Convertible Debentures Due 2002
(the  "Debentures") were issued in August 1995.   The  Debentures
bear interest at the rate of 8-1/2% per annum, payable quarterly  on
March  15,  June 15, September 15 and December 15, in each  year.
The  Debentures  mature on August 15, 2002.  The  Debentures  are
convertible into shares of the Company's Common Stock at any time
prior to redemption or maturity at an initial conversion price of
$3.9875   per   share,  subject  to  adjustment   under   certain
circumstances.  The Debentures are redeemable, at the  option  of
the Company, after the expiration of three years from the date of
issuance, in whole or in part, at an initial redemption price  of
104% of principal, decreasing by 1% per year until maturity.  The
Debentures  are  subordinated to all existing and  future  Senior
Indebtedness   (as  defined  in  the  Indenture   governing   the
Debentures).   The Debentures restrict, among other  things,  the
amount  of  Senior Indebtedness and other indebtedness  that  the
Company  and, in certain instances, its subsidiaries, may  incur.
Each  holder of Debentures has the right to cause the Company  to
redeem  the Debentures if certain Designated Events (as  defined)
should occur.  The Debentures are subject to certain restrictions
on  transfer, although the Company has registered the transfer of
the Debentures and the underlying Common Stock.


NOTE 6

      The  30  million  shares  of Common  Stock  issued  to  GSE
Multimedia   Technologies  Corporation,   Fidenas   International
Limited L.L.C. and Elision International, Inc. on March 31, 1994,
pursuant to the Company's bankruptcy restructuring plan, are  the
subject of certain legal proceedings.  Transfer of certain shares
owned  by Fidenas International Limited L.L.C. have been enjoined
by  court orders issued in the United States Bankruptcy Court for
the  Southern  District of New York and the Commonwealth  of  the
Bahamas.   The  Company is not a party to any of the  proceedings
described in this paragraph; it is possible that a court of
competent jurisdiction may order the turnover of all or a portion
of  the  shares of Common Stock owned by such persons to a  third
party.  A  turnover of a substantial portion of the Common  Stock
could  result  in a "change of controlling ownership"  prohibited
pursuant  to  the  terms  of  the  Company's  loan  and  security
agreement  with its primary United States lender and pursuant  to
the  terms  of the Debentures.  Additionally, such  a  change  in
controlling ownership could result in a second "ownership change"
under  Internal Revenue Code Section 382, which could affect  the
Company's  ability to use its net operating loss and  tax  credit
carryforwards and may cause an adjustment of the conversion price
of the Debentures. The Company does not believe the litigation or
the  results thereof will have a material adverse effect  on  the
Company's financial position, but may result in certain  changes 
in ownership of the Company with  any  resulting consequences as 
described in this paragraph.

      The  Company  has  filed  a  shelf  registration  statement
covering  5,000,000  shares  of common  stock  owned  by  Fidenas
International Limited L.L.C., which has reserved the ability
to  assign  the  right to sell certain of such shares to Elision 
International, Inc. and/or GSE  Multimedia Technologies Corporation, 
to finance a settlement, if any, of the litigation described in the 
immediately preceding paragraph.  The shares  covered by the shelf 
registration are subject to  certain contractual restrictions and may 
be offered for sale or sold only by  means  of  a  prospectus  
following  registration  under  the Securities Act of 1933.

      The  Company  is presently engaged in litigation  regarding
several bankruptcy claims which have not been resolved since  the
restructuring of the Company's debt.  The largest claim was filed
July  25,  1994  in  connection with  the  rejection  of  certain
executory   contracts  with  two  Brazilian   entities,   Cineral
Electronica   de  Amazonia  Ltda.  and  Cineral  Magazine   Ltda.
(collectively, "Cineral"). The contracts were executed in  August
1993,   shortly  before  the  Company's  filing  for   bankruptcy
protection.  The  amount  claimed  was  $93,563,457,   of   which
$86,785,000   represents  a  claim  for   lost    profits     and
$6,400,000  for  plant  installation  and establishment  of offices, 
which were installed  and  established prior  to execution of the 
contracts. The claim was filed  as  an unsecured   claim  and, 
therefore,  will  be  satisfied,  to  the extent the claim is 
allowed by the Bankruptcy Court, in the manner other allowed 
unsecured claims are satisfied.  The Company has objected to  the
claim and intends to vigorously contest such  claim  and believes
it  has meritorious defenses to the highly  speculative portion  
of  the  claim for lost profits and the portion  of  the claim  
for  actual  damages for expenses incurred  prior  to  the 
execution  of  the  contracts.  Additionally,  the  Company   has
instituted  an  adversary  proceeding  in  the  Bankruptcy  Court
asserting  damages caused by Cineral.  A motion filed by  Cineral
to  dismiss  the  adversary  proceeding  has  been  denied.   The
adversary  proceeding and claim objection have been  consolidated
into one proceeding. An adverse final ruling on the Cineral claim
could  have a material adverse effect on the Company, even though
it  would be limited to 18.3% of the final claim determined by  a
court  of  competent jurisdiction; however, with respect  to  the
claim  for  lost profits, in light of the foregoing, the  Company
believes the chances for recovery for lost profits are remote.

      On  December 20, 1995, the Company filed suit in the United
States  District  Court for the District of  New  Jersey  against
Orion  Sales,  Inc., Otake Trading Co. Ltd., Technos  Development
Limited,  Shigemasa  Otake, and John Richard Bond  (collectively,
the  "Otake Defendants") alleging breach of contract,  breach  of
covenant  of  good  faith and fair dealing,  unfair  competition,
interference  with prospective economic gain, and  conspiracy  in
connection with certain activities of the Otake Defendants under
a license agreement covering the use of the "Emerson and G-Clef"
trademark on sales of certain video products by the  Otake 
Defendants  to a significant customer of the Company and  a  supply
agreement for the manufacture and sale of certain video  products
for the Company by certain of the Otake Defendants (collectively,
the  "Otake Agreements").  Mr. Bond is a former officer and sales
representative  of  the  Company, having  served  in  the  latter
capacity  until  he became involved working for the  other  Otake
Defendants.   Certain  of  the other  Otake  Defendants  have
supplied  the  majority  of  the Company's  purchases  until  the
Company's most recent fiscal year.  During the nine months  ended
December  31,  1995, such Otake Defendants supplied approximately
16% of the Company's total purchases.

      On  December 21, 1995, Orion Sales, Inc. and Orion Electric
(America),  Inc.  filed suit against the Company  in  the  United
States  District Court, Southern District of Indiana,  Evansville
Division,  alleging various breaches of the Otake  Agreements  by
the   Company,   including   breaches  of   the   confidentiality
provisions,  certain  payment breaches,  breaches  of  provisions
relating  to product returns, and other alleged breaches  of  the
Otake   Agreements,  and  seeking  damages  in  the   amount   of
$2,452,656, together with interest thereon,   attorneys'  fees,  
and  certain  other   costs.    The plaintiffs  in this action 
have also filed for certain injunctive relief relating to certain 
of the allegations in their complaint. The  Company is seeking to 
have the Indiana action moved  to  the New   Jersey   court  having  
jurisdiction  over  the   Company's previously-filed  suit  relating 
to  the  Otake  Agreements  and consolidating  the actions in such 
court.  The  Company  believes that  the Indiana Court should so 
transfer the Indiana suit,  and should  do  so  prior  to  ruling  
on  certain requests   for injunctive relief sought by the 
plaintiffs in the Indiana action. As  noted  earlier, the Company 
is not as dependent on the  Otake Defendants for its purchases as 
in previous years, and, while the outcome  of the New Jersey and 
Indiana actions is not certain  at this  time,  the  Company  
believes it has  meritorious  defenses against the claims made by 
the plaintiffs in the Indiana action. In any event, the Company 
believes the results of that litigation should  not  have  a  
material adverse effect  on  the  financial condition of the 
Company or on its operations.  Also, the Company cannot determine 
at this time the impact of the final outcome  of the  New  Jersey
and  Indiana actions on  either  of  the  Otake Agreements,  or 
whether any of the Otake Defendants  will  retain any  rights  to 
license certain products with the "Emerson and G-Clef" trademark.
              
    
NOTE 7

      The Company has a 50% investment in E & H Partners, a joint
venture  that  purchases,  refurbishes  and  sells  all  of   the
Company's product returns.  The results of this joint venture are
accounted for by the equity method.  The Company's equity in  the
earnings of the joint venture is reflected as a reduction of cost
of   sales   in  the  Company's  unaudited  interim  Consolidated
Statements   of  Operations.  Summarized  financial   information
relating to the joint venture is as follows (in thousands):

                                     Dec. 31,    March 31,
                                        1995         1995
 Accounts receivable from                       
   joint venture (a)               $  13,255(a)      $15,283
                                   

                                        Nine Months Ended
                                          December 31,
                                       1995          1994
                                   
 Condensed income statement (d):   
    Net sales                        $21,147(b)   $17,142
    Net earnings                         240(c)     2,396
                                
____________________
(a)  Secured by a lien on the partnership's inventory.  Such lien
has  been  assigned to the Company's primary lender as collateral
for the U.S. line of credit facility.
(b)  Includes  sales to the Company of $3,731,000 and  $2,384,000
for   the   nine  months  ended  December  31,  1995  and   1994,
respectively.
(c)  Net  earnings  for the nine months ended December  31,  1995
includes a bad debt provision of approximately $1,575,000 for one
customer.
(d)  E&H Partners was inactive for substantially all of the three
month period ended June 30, 1994.

      The  Company  filed  a complaint on July  5,  1995  in  the
Superior  Court  of  New Jersey, Morris County,  alleging  Hopper
Radio  of Florida, Inc. ("Hopper"), the Company's partner in  E&H
Partners, Barry Smith, the President of Hopper, and three  former
employees  of the Company (collectively, the "Hopper Defendants")
have formed a business entity for the purpose of engaging in  the
distribution of consumer electronics and that the action  of  the
Hopper Defendants in connection therewith violated certain duties
owed  to,  and rights, including contractual rights arising  from
two agreements, of the Company.  E & H Partners has continued  to
operate  since the filing of said lawsuit. On January  25,  1996,
the  New  Jersey  Court dismissed the Company's complaint  as  to
certain   of  the  Hopper  Defendants  based  upon  the   Court's
determination  that certain clauses contained in  the  agreements
between  the  parties mandated Delaware as the more proper  forum
for  Emerson's lawsuit.  The Company  is  considering  an  appeal
of  this  determination.  The Company  also  filed suit on 
January 27, 1996,  in  the  Delaware Chancery  Court, New Castle 
County, as to those Hopper Defendants who   do  not  reside  in  
New  Jersey,  which  contains  similar allegations  to  those  
contained in the New  Jersey  suit.   The Delaware  suit also 
seeks a preliminary injunction against  those Hopper  Defendants 
covered by the Delaware suit.  The Company  is considering  its  
alternatives in this litigation,  in  light  of certain  procedural 
requirements of the Delaware Chancery  Court.  The  Company cannot predict 
at this time how the New Jersey  suit or the Delaware suit will, if at
all, affect the joint venture or the Company.

Note 8

      Effective  December 31, 1995, the Company and  its  primary
U.S.  lender agreed to recast the adjusted net worth covenant  of
its  United States secured credit facility.  The adjusted net
worth   covenant,  as  amended,  requires  the  Company to maintain 
a net worth of not less than  the sum of (i) the "Base Amount", plus 
(ii) any proceeds received by the  Company after December 31, 1995 
from the sale of any  equity or debt securities.  The Base Amount is 
defined to be the  amount  of (i) $38,000,000 through September 30, 
1996,  (ii) $40,000,000 from October 1, 1996 through and including 
March  31, 1997 and (iii) $45,000,000 from and after April 1, 1997.
                                
              EMERSON RADIO CORP. AND SUBSIDIARIES
                                
Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition

General

      On  August  30,  1995, Emerson Radio Corp. (the  "Company")
completed  a private placement of $20,750,000 aggregate principal
amount of Debentures, resulting in net proceeds to the Company of
approximately $19,220,000 after the payment of commissions  and
other  expenses of such offering. The proceeds of  this  offering
were  initially  applied  against  the  Company's  United  States
secured credit facility to reduce present working capital  costs.
See  Note 5 of Notes to Interim Consolidated Financial Statements
included elsewhere in this Form 10-Q. Management is utilizing its
new  capital  to  repay an intercompany balance  with  a  foreign
subsidiary,  exploit new business opportunities via product  line
additions  and  extensions and the expansion of its  distribution
base, and may use such capital for acquisitions.

      The  Company also amended its secured  credit facility  with  
its primary United States lender  (the  "Lender") effective  as of 
August 24, 1995.  The amendment includes,  among other  things, a 
reduction of 1% in the interest rate charged  on borrowings,  down
to  1.25%  above the  stated  prime  rate,  an extension on the term
of the facility for one additional year  to March  1998,  an  increase
in working  capital  requirements,  a reduction of other loan fees and
charges under such facility  and the  release of the Lender's security
interests in the trademarks of  the Company. In addition, the Company 
recast its adjusted net worth covenant on such facility effective December 31, 
1995  (See Note  8  of  Notes to Interim Consolidated Financial Statements).
The  trademarks are subject to a negative pledge  covenant.   The
modifications  to  its  United States  secured  credit  facility,
together  with the net proceeds from the sale of the  Debentures,
should  enable the Company to reduce its  effective cost  of  
borrowing while permitting the Company to expand  its product  
lines and distribution base.  

     On February 22, 1995, the Company and one of the Company's suppliers
and certain of its affiliates (collectively, the "Supplier") entered into 
two mutually contingent agreements (the  "Agreements").  Effective 
March 31, 1995, the Company granted a license of certain trademarks to 
the Supplier for a three-year term.   The license permits the Supplier to 
manufacture and sell certain video  products  under  the "Emerson and G-Clef" 
trademark to  one of the Company's significant customers (the "Customer"),
in the U.S. and Canada.  As a result, the  Company  will receive royalties
attributable to  such sales over  the  three-year  term of the Agreements 
in  lieu  of reporting  the  full  dollar value of such sales  and  
associated costs. The Company will continue to supply other products to 
the Customer directly.  Further, the  Agreements  provide  that  the 
Supplier will supply  the Company with certain  video products for sale to 
other customers at  preferred prices   for   a   three-year  term. 
Under the  terms   of   the  Agreements,  the  Company  will
receive  non-refundable minimum annual royalties from the Supplier  to
be credited against royalties earned from sales of video cassette
recorders  and  players, television/video cassette  recorder  and
player  combination units, and color televisions to the Customer.  In
addition,  effective August 1, 1995, the Supplier assumed responsibility
for  returns  and after-sale and warranty services on  all  video
products  manufactured by the Supplier and sold to  the Customer,  including
video products sold by the Company prior to August 1, 1995. As  a
result,  the impact of sales returns on the Company's  net  sales
and  operating results have been significantly reduced, effective
with the quarter ended September 30, 1995. The Company expects to
report  lower  direct sales in the fiscal year ending  March  31,
1996 ("Fiscal 1996") as a result of the Agreements, but  no
negative material impact is expected on its net operating results
for such year.  The Company expects to realize a more stable cash
flow  over  the  three-year  term of the Agreements,  and
expects  to reduce short-term borrowings used to finance accounts
receivable  and inventory, thereby reducing interest costs.   The
Company  and the Supplier are currently involved  in  litigation  over
certain  matters  concerning the  terms  of  the Agreements.
(See  Note  6 of Notes  to  Interim  Consolidated Financial 
Statements).

     The Company reported a significant decline in its net direct
sales  for  the  nine  month period ended December  31,  1995  as
compared  to the same period in the fiscal year ended  March  31,
1995  ("Fiscal 1995") primarily due to the licensed video  sales.
However,  the  Company's United States sales to  other  customers
also  declined due to increased price competition,  primarily  in
video  product categories, higher retail stock levels, a slowdown
in retail activity and the extremely high level of sales achieved
in  the first nine months of Fiscal 1995. The Company expects its
United States sales for the fourth quarter of Fiscal 1996  to  be
lower  than the fourth quarter of Fiscal 1995, exclusive  of  the
licensed  video sales, due to the continuing weak retail  climate
and  the  increased level of price competition in  video  product
categories.  Net sales of video product to the Customer in the fourth
quarter  of  Fiscal  1995 (quarter ended  March  31,  1995)  were
$54,270,000  or 43% of consolidated net sales.  On  a  pro  forma
basis,  the  Company's  consolidated net sales,  excluding  video
product  sold to the Customer, for the quarter ended March 31,  1995,
was $71,290,000.

      The  Company's operating results and liquidity are impacted
by  the  seasonality  of its business.  The Company  records  the
majority of its annual sales in the quarters ending September  30
and  December 31 and receives the largest percentage of  customer
returns  in the quarters ending March 31 and June 30.  Therefore,
the results of operations discussed below are not necessarily
indicative  of  the  Company's  prospective  annual results of
operations.


Results of Operations

      Consolidated net sales for the three and nine months  ended
December   31,   1995   decreased  $124,019,000  (or   64%)   and
$314,391,000  (or  59%), respectively, as compared  to  the  same
periods  in  Fiscal  1995. The effects of  the Agreements described
above  accounted  for a  substantial  portion  of  the
decrease in sales (approximately 75%, or $93,500,000, and 85%, or
$267,273,000,  net  of licensing revenues  received),  and  as  a
result,  sales  to  the Customer were reduced  to  19%  and  20%  of
consolidated  net sales for the three and the nine month  periods
ended December 31, 1995, respectively, as compared to 51% and 53%
for  the  same periods in Fiscal 1995.  Net sales to the Customer of
video  products  bearing the "Emerson and G-Clef" trademark were  
reported  by the Supplier to the Company to be $64,309,000 and 
$200,536,000 for  the three  and  the  nine  month  periods ended  
December  31,  1995, respectively, or 32% and 27% lower than recorded by 
the  Company in  the  same periods in Fiscal 1995. In addition, sales for 
the three and nine month periods ended December 31, 1995 decreased as
a  result of lower unit sales of televisions and television/video
cassette  recorder  combination  units  due  to  increased  price
competition  in these product categories partially offset  by  an
increase  in  unit  sales of video cassette recorders  and  audio
products.   Furthermore, a decrease in unit  sales  of  microwave
ovens  for the three months ended December 31, 1995 was partially
offset  by  sales of new product line introductions  including  a
home  theater  system, car audio and personal and  home  security
products. The Company's Canadian operations reported a decline of
$9.3  million  and $15.8 million in net sales for the  three  and
nine month periods ended December 31, 1995, respectively, due  to
declines  in unit volume and sales prices due to a weak  Canadian
economy. The Company's European sales decreased $4.9 million  and
$13.1 million for the three and nine month periods ended December
31,  1995, respectively, relating to the Company's discontinuance
of its Spanish branch, and plan to sell products in Spain through
a distributor.

      Cost  of sales, as a percentage of consolidated sales,  was
96%  and  92% for the three and nine month periods ended December
31,  1995  as compared to 92% and 93%, respectively for the  same
periods  in Fiscal 1995.  Gross profit margins in the  three  and
the  nine  month periods ended December 31, 1995 were lower on a 
comparative basis due primarily to the recognition of large 
purchase discounts in the prior year periods and the recognition
of a loss experienced by the Company's 50% owned joint venture
that sells product returns in the third quarter of the current 
fiscal year.  Additionally, the Company experienced lower sales 
prices and the allocation of reduced fixed  costs over  a lower sales
base in the current fiscal year which were substantially offset by a change
in product mix, the recognition of licensing income, reduced reserve 
requirements  for sales returns and reduced fixed costs associated 
with the downsizing  of the Company's foreign offices.

     The reduction in gross margins was also unfavorably impacted
by  the accrual of $3.8 million and $7.7 million in the three and
nine  month  periods  ended December 31, 1994,  respectively,  of
purchase    discounts   received  from  one  of   the   Company's
suppliers based  on purchases from the supplier in calendar years 
1993  and 1994.   Due to the increase in the value of the Japanese
Yen  in 1995,  and  its  impact on the cost of certain raw materials 
and subassemblies  of the Company's suppliers, the  Company  has  not
received  any purchase discounts from its suppliers in the  first
half  of  Fiscal 1996, and the Company has also absorbed  certain
price  increases from its suppliers.  Additionally,  the  Company
has  not  been  able  to recover such price  increases  from  its
customers due to increased price competition. To mitigate the
impact  of  the value of the Yen, the Company has  been  able  to
negotiate  lower  prices  (including  purchase  discounts)   from
various  sources of supply for certain audio products, commencing
primarily in the second half of Fiscal 1996.

      Other  operating costs and expenses declined  $927,000  and
$3,248,000 in the three and nine month periods ended December 31,
1995 as compared to the same periods in Fiscal 1995, primarily as
a  result  of  a  decrease in (i) handling  and  freight  charges
associated with customer returns and exchanges due to  the Agreements,
(ii) compensation  expense  and  other expenses  incurred
to  process product  returns  and  after-sale services, relating to 
the Company's downsizing program and change in  the  resale arrangement 
for product returns (See  Note  7  of Notes to Interim Consolidated 
Financial Statements).

      Selling, general and administrative expenses ("S,G & A") as
a  percentage of sales, was 8% for both the three and nine  month
periods  ended  December 31, 1995, as compared to 4% and  5%  for
the  same   periods in  Fiscal 1995, respectively.   In  absolute
terms,  S,G  &  A decreased by $2,343,000 and $7,526,000  in  the
three  and nine month periods ended December 31, 1995 as compared
to  the  same periods in Fiscal 1995, respectively. The  decrease
for  the three and nine month periods ended December 31, 1995 was
primarily attributable to lower selling expenses due to the lower
sales,  a  reduction  in compensation and  fixed  overhead  costs
relating to the Company's downsizing program in both the U.S. and
in   its  foreign  offices  and  lower  provisions  for  accounts
receivable  reserves  due  to  higher  realization  of   accounts
receivable.  Additionally, the decrease for the nine months ended
December  31, 1995 also included lower professional fees  due  to
bankruptcy costs incurred in the prior year. The increase in  the
S,G  &  A  as  a  percentage of sales is  due  primarily  to  the
allocation  of  fixed  S,G & A costs over a  significantly  lower
sales   base  resulting  from  the  licensing  of  video   sales.
Additionally,   the  Company's  exposure  to   foreign   currency
fluctuations,  primarily in Canada and  Spain,  resulted  in  the
recognition  of  net foreign currency exchange gains  aggregating
$497,000  in  the  nine  month  period  ended  December  31, 1995
as compared  to $72,000 in the same period in Fiscal 1995.  However,
the   Company  incurred  net  foreign  currency  exchange  losses
aggregating $174,000 in the three month period ended December 31,
1995 as compared to $753,000 for the same period in Fiscal 1995.

      Interest expense increased by $79,000 and $198,000  in  the
three  and  nine   month  periods  ended December  31,  1995, 
respectively, as compared  to  the same periods in Fiscal 1995.  The
increase  in interest expense was  attributable to interest  incurred 
on  the Debentures  issued  in  August 1995, partially  offset  by  lower
average  borrowings and lower average interest  rates  associated
with the Company's United States secured credit facility.

      As  a result of the foregoing factors, the Company incurred
net  losses of $4,398,000 and $5,673,000 for the three  and  nine
month  periods  ended  December 31,  1995,  as  compared  to  net
earnings  of  $4,658,000 and $5,353,000 for the same  periods  in
Fiscal 1995, respectively.

Liquidity and Capital Resources

      Net  cash  utilized by operating activities was $11,478,000
for  the  nine months ended December 31, 1995. Cash was  used  to
fund  the  loss  from  operations and  higher  inventory  levels,
partially  offset  by a decrease in accounts receivable  and  the
receipt  of funds for purchase discounts accrued in Fiscal  1995.
License revenues earned from sales of video products by the Supplier  to
the Customer have not generated any cash in Fiscal 1996,  since  the
minimum  royalty payment received by the Company in  Fiscal  1995
has not been exceeded as of December 31, 1995.

     Net cash utilized by investing activities was $1,875,000 for
the  nine  months  ended December 31, 1995. Investing  activities
consisted  primarily of capital expenditures for the purchase  of
new product molds.

      In  the  nine months ended December 31, 1995, the Company's
financing  activities provided $15,374,000  of  cash.   Cash  was
provided  by  the  private  placement  of  $20,750,000  aggregate
principal  amount  of Debentures.  The proceeds of  approximately
$19,220,000, net of issuance costs, was initially used to  reduce
borrowings under the U.S. line of credit facility, and have since
been  used  to  repay  an  intercompany balance  with  a  foreign
subsidiary,  and  to  fund costs for product line  additions  and
extension and expansion of the Company's distribution base.

      The  Company  maintains an asset-based  revolving  line  of
credit facility with the Lender.  The  facility provides for 
revolving loans and letters of credit, subject  to  individual 
maximums and, in the  aggregate,  not  to exceed  the  lesser of 
$60 million or a "Borrowing Base" amount based on specified percentages
of eligible accounts receivable and inventories. All credit extended 
under the line of credit  is secured by all U.S. and Canadian assets 
of the Company except  for  trademarks, which are subject to a  negative
pledge covenant. The interest rate on all borrowings is 1.25% above  the
prime  rate.  At  December  31, 1995,  there  was   approximately
$24.7  million  outstanding  on  the  Company's  revolving   loan
facility,  and approximately  $2.5 million of letters  of  credit
outstanding issued for inventory purchases.  Based on the "Borrowing
Base" amount at December  31, 1995, $6.1 million of the credit facility
was  not utilized.  Pursuant  to  the terms of  the  credit  facility,  as
amended,  the Company is required to maintain a minimum  adjusted net
worth  of  $38,000,000, effective December 31,  1995.   This minimum 
will increase to $40,000,000 effective October  1,  1996 and then to 
$45,000,000 effective April 1, 1997.

      The Company's Hong Kong subsidiary maintains various credit
facilities  aggregating $114.3 million with a bank in  Hong  Kong
consisting of the following:  (i) a $12.3 million credit facility
generally  used for letters of credit for a foreign  subsidiary's
direct import business and affiliates' inventory purchases,  (ii)
a  $2 million standby letter of credit facility, and (iii) a $100
million credit facility, for the benefit of a foreign subsidiary,
which  is for the establishment of back-to-back letters of credit
with  the Company's largest customer.  At December 31, 1995,  the
Company's  Hong  Kong  subsidiary  had  pledged  $4  million   in
certificates  of deposit to this bank to assure the  availability
of  these  credit facilities.  At December 31, 1995,  there  were
approximately $4.2 million and $2.7 million of letters of  credit
outstanding  on  the  $12.3  million  and  $100  million   credit
facilities, respectively.

      The  Company's Hong Kong subsidiary maintains an additional
credit  facility  with another bank in Hong Kong.   The  facility
provides for a $10 million line of credit for documentary letters
of  credit  and a $10 million back-to-back letter of credit  line
collateralized  by  a  $5  million  certificate  of  deposit.  At
December 31, 1995, the Company's Hong Kong subsidiary had pledged
$5.0   million   in  certificates  of  deposit  to   assure   the
availability of these credit facilities.  At December  31,  1995,
there  were  approximately  $3.3 million  of  letters  of  credit
outstanding on these credit facilities.

      In November 1995, the Company's Board of Directors approved
a  plan  to  repurchase up to 2 million of its common shares,  or
about  20 percent of the Company's current float of approximately
10  million  shares, from time to time in the open  market.   
Although there are 40,252,772  shares outstanding,  approximately  
29.2  million  shares   are   held directly  or  indirectly by 
affiliated entities of Geoffrey  Jurick,  Chairman and Chief Executive
Officer  of  the Company.  The  Company  has  agreed with Mr.  Jurick 
that such shares will  not be subject to repurchase.  The stock repurchase
program is  subject  to  consent  of certain of  the  Company's  lenders,
certain  court  imposed restrictions, price and  availability  of
shares,  compliance with securities laws and alternative  capital
spending programs, including new acquisitions.  The repurchase of
common  shares   is  intended  to be funded by  working capital,  
if and when available.  It is uncertain at  this  time when the 
Company might be able to so repurchase any of its shares of Common 
Stock.

      Management's  strategy to compete more effectively  in  the
highly  competitive consumer products market in the United States
and   Canada  is  to   combine  innovative   approaches   to  the
Company's current product line, such as value-added promotions, augment
its product  line  on  its own or through acquisitions  with  higher
margin  complementary  products,  including  higher-end  consumer
electronics  products, personal and home  security  products,   a
home  theater  system, clocks  and watches,  and  car  audio  products.
The  Company  also  also intends to engage in the marketing of 
distribution, sourcing  and other  services  to third parties. In addition, 
Company  intends  to undertake  efforts  to  expand  the  international 
distribution of its products into areas where management believes low  to  
moderately priced, dependable consumer  electronics  and microwave 
oven products will have a broad appeal. The Company has in the past 
and intends in the future to pursue such plans either on  its  own  
or by forging new relationships, including  through license 
arrangements, partnerships or joint ventures.

      Management  believes that future cash flow from  operations
and   the   institutional  financing  described  above  will   be
sufficient  to  fund all of the Company's cash  requirements  for
the  next  year for its core business and to exploit certain  new
business  opportunities.  Cash  flow  from  operations   may   be
negatively  impacted  by  a decrease in  the  proportion  of  the
Company's  direct  import sales to consolidated  sales.  A  lower
percentage  of direct import sales may require increased  use  of
the  Company's credit facility with the Lender and  may  restrict
growth of the Company's sales.  However, management believes that
it  has sufficient working capital to finance its sales plan  for
the next year.


                EMERSON RADIO CORP. AND SUBSIDIARIES

                              PART II

                         OTHER INFORMATION

ITEM 1.   Legal Proceedings.

                The  information required by  this  item  is
          included  in  Notes 6 and 7 of  Notes  to  Interim
          Consolidated Financial Statements filed in Part  I
          of  Form  10-Q for the quarter ended December  31,
          1995, and is incorporated herein by reference.

ITEM 2.   Changes in Securities.

                (a)  On February 14, 1996, the Company filed
          a  certificate of Amendment to its Certificate  of
          Incorporation to increase the number of authorized
          shares of preferred stock from one million to  ten
          million.

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

          (a)   An Annual Meeting of Stockholders  was
          held on November 28, 1995.

          (b)  The following directors were elected at
          the Annual Meeting of Stockholders and constituted
          the   entire  Board  of  Directors  following  the
          Meeting:

           Robert   H.   Brown, Jr.
           Peter G. Bunger
           Raymond L. Steele
           Jerome H. Farnum
           Geoffrey P. Jurick
           Eugene I. Davis

               (c)  Other matters voted at Annual Meeting:

                    (i) Election of Directors:

                                            For       Against
                                                
           Robert   H.   Brown, Jr.     37,730,390    129,984                 
           Peter G. Bunger              37,730,270    130,194               
           Raymond L. Steele            37,729,129    131,265      
           Jerome H. Farnum             37,730,629    129,745           
           Geoffrey P. Jurick           37,730,390    129,984              
           Eugene I. Davis              37,730,270    130,194
                                    

                     (ii)  Amendment of certificate  of
            incorporation  to  increase  the  number   of
            authorized shares of preferred  stock from one  
            million to ten million - 31,990,968 shares  for,
            1,554,343   shares  against  and 60,775 shares
            abstained.

                          (iii)  Adoption  of  1994  Non-Employee
            Director  Stock  Plan  -  37,331,250  shares  for,
            371,241   shares   against  and   102,128   shares
            abstained.

                          (iv) Appointment of Ernst & Young,  LLP
            to  audit financial statements of the Company  for
            the  fiscal  year  ending  in  1996  -  37,758,853
            shares  for,  43,238  shares  against  and  58,553
            shares abstained.

ITEM 5.     Other Information.

                   (a)    The   Company  and  First  Cambridge
            Securities    Corporation   ("First Cambridge")
            entered   into  a  one-year  consulting  agreement
            dated  as  of December 8, 1995.  Pursuant  to  the
            consulting  agreement, First Cambridge  agreed  to
            provide  financial consulting services in exchange
            for  $6,000 per month and stock purchase  warrants
            to  be  issued to First Cambridge, and/or officers
            of  First  Cambridge it so designates (see Exhibits 
            10 e and 10 f below).  The  stock purchase  warrants
            were issued to two officers  of First  Cambridge  and 
            entitle the holders  thereof to  purchase an aggregate 
            of 250,000 shares of the  Company's  common  stock at
            an exercise  price  of $4.00 per share, and expire on 
            December 8, 2000.

ITEM 6.   Exhibits and Reports on Form 8-K.

                  (a)  Exhibits:

                     3(a) Amendment dated February 14,  1996
               to  the  Certificate of Incorporation  of  Emerson
               Radio Corp. ("Emerson").

                       3(b) Amendment dated November 28,  1995
               to the By-Laws of Emerson adopted March 1994.

                       10(a) Agreement dated as  of  January 1, 1996,
               between   Emerson  and Albert  G.  McGrath,   Jr. 
               relating to termination of employment and agreement on
               consulting services.

                       10(b) Agreement dated as of January  31,  
               1996, between  Emerson  and Merle  Eakins  relating
               to termination of employment  and   agreement on 
               consulting services.

                       10(c)  Amendment No.  2  to  Financing
               Agreements, dated as of February 13, 1996.

                       10(d) Consulting Agreement, dated as of
               December   8,  1995  between  Emerson  and   First
               Cambridge Securities Corporation.

                       10(e) Common Stock Purchase Warrant 
               Agreement to purchase 50,000 shares of Common
               Stock,  dated  as  of  December  8, 1995 
               between  Emerson   and Michael Metter.

                       10(f)  Common  Stock  Purchase  Warrant
               Agreement  to  Purchase 200,000 shares  of  Common
               Stock,  dated  as  of  December  8,  1995  between
               Emerson and Kenneth A. Orr.

                       27 Financial Data Schedule  for  the nine 
               months ended December  31, 1995.


                    (b)  Reports on Form 8-K:

                          During  the  three month  period  ended
               December  31, 1995, no Form 8-K was filed  by  the
               Company.


                EMERSON RADIO CORP. AND SUBSIDIARIES

                              PART II

                   OTHER INFORMATION - CONTINUED




                             SIGNATURES


      Pursuant to the requirements 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.



                                   EMERSON RADIO CORP.
                                      (Registrant)





Date:  February 14, 1996        /s/  Geoffrey P. Jurick
                                     Geoffrey P. Jurick
                                     Chief Executive Officer





Date:  February 14, 1996        /s/  Eugene  I. Davis
                                     Eugene I. Davis
                                     President






                         INDEX TO EXHIBITS
                                
                                                        PAGE NUMBER
                                                  IN SEQUENTIAL NUMBERING
EXHIBIT              DESCRIPTION                         SYSTEM

3(a)      Amendment  dated February  14,
          1996    to   the   Certificate    of
          Incorporation of Emerson Radio Corp.
          ("Emerson").

3(b)      Amendment  dated November  28,
          1995   to  the  By-Laws  of  Emerson
          adopted March 1994.

10(a)     Agreement  dated as  of  January  1,
          1996, between Emerson and Albert  G.
          McGrath, Jr. relating to termination
          of   employment  and  agreement   on
          consulting services.

10(b)     Agreement  dated as of  January  31,
          1996,   between  Emerson  and  Merle
          Eakins  relating to  termination  of
          employment    and    agreement    on
          consulting services.

10(c)     Amendment   No.   2   to   Financing
          Agreements, dated as of February 13,
          1996.

10(d)     Consulting  Agreement, dated  as  of
          December 8, 1995 between Emerson and
          First      Cambridge      Securities
          Corporation.

10(e)     Common    Stock   Purchase   Warrant
          Agreement to purchase 50,000  shares
          of   Common  Stock,  dated   as   of
          December 8, 1995 between Emerson and
          Michael Metter.

10(f)     Common    Stock   Purchase   Warrant
          Agreement to Purchase 200,000 shares
          of   Common  Stock,  dated   as   of
          December 8, 1995 between Emerson and
          Kenneth A. Orr.

27        Financial Data Schedule for the
          nine months ended December 31, 1995.