SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             
                               FORM 10-Q/A
                                (Amendment No. 1)
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    
For the quarterly period ended October 2, 1998

                            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 executive offices)               (Zip code)

                       (973) 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 outstanding of common stock as of
November  9, 1998: 48,621,815.

      The  undersigned  registrant hereby amends the following
items,  financial statements,  exhibits or other portions of its
Quarterly  Report  on  Form  10-Q pursuant  to  the  Securities and
Exchange Act of  1934,  as  amended,  for  the quarterly  period
ended October 2, 1998, as set forth  in  the  pages  attached
hereto:  Part  I,  Item 1 and Part II, Item 6, as they pertain to
earnings  per share data.

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per share amounts)
     
<CAPTION>
                            Three Months Ended            Six MonthsEnded
                         October 2,   September 30,   October 2,  September 30,
                             1998          1997          1998        1997

<S>                      <C>          <C>             <C>         <C>
NET REVENUES             $  46,762    $ 45,100        $105,888    $  75,543

Costs and expenses:

  Cost of sales             42,273      38,787          94,161       67,186
  Other operating costs
    and expenses               897         637           2,163        1,503
  Selling, general &
    administrative
    expenses                 2,599       3,527           7,497        7,154
                            45,769      42,951         103,821       75,843

OPERATING INCOME (LOSS)        993       2,149           2,067         (300)

Equity in earnings of       
  Affiliate                    348         528             791        1,037
Write-down of investment
  in Joint Venture            (185)         --            (370)          --

Interest expense, net         (551)       (658)         (1,120)      (1,399)

INCOME (LOSS) BEFORE INCOME     
   TAXES                       605       2,019           1,368         (662)

PROVISION FOR INCOME TAXES      22          --              21           41

NET INCOME (LOSS)           $  583    $  2,019        $  1,347     $   (703)

NET INCOME (LOSS) PER COMMON
  SHARE
    Basic                   $  .00    $    .05        $    .02     $   (.02)
    Diluted                 $  .00    $    .03        $    .02     $   (.02)

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING
    Basic                   50,037      42,372          50,625       41,486
    Diluted                 50,037      61,630          62,078       41,486

</TABLE>

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

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (In thousands of dollars)

<CAPTION>
                                                October 2,     April 3,
                                                1998           1998
                    ASSETS                      (Unaudited)
<S>                                             <C>            <C>
Current Assets:
  Cash and cash equivalents                     $   6,624      $  2,608
  Available for sale securities (net fair
    value adjustment of ($770) and $0,
    respectively)                                   1,040            --
  Accounts receivable (net allowances of
    $5,862 and $4,884, respectively)                7,381         6,287
  Other receivables                                 6,554         6,474
  Inventories                                      11,472        11,375
  Prepaid expenses and other current assets         2,541         2,503
             TOTAL CURRENT ASSETS                  35,612        29,247

Property and equipment - (net of
    accumulated depreciation and amortization
    of $3,069 and $3,152, respectively)             1,200         1,381
Investment in Affiliate and Joint Venture          18,357        17,522
Other assets                                        4,155         4,810
            TOTAL ASSETS                          $59,324      $ 52,960

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                                   $ 5,134      $     --
  Current maturities of long-term debt                 58            85
  Accounts payable and other current
    liabilities                                    16,220        13,296
  Accrued sales returns                             5,552         4,511
  Income taxes payable                                109           191
           TOTAL CURRENT LIABILITIES               27,073        18,083

Long-term debt, net of current maturities          20,750        20,750
Other non-current liabilities                         166           179

Shareholders' Equity:
  Preferred shares - 10,000,000
    shares authorized, 3,714 and 5,237
    shares  issued  and  outstanding, 
    respectively                                    3,343         4,713
  Common shares - $.01 par value, 75,000,000
    shares authorized, 51,331,615 and
    51,044,730 shares issued; 48,701,015
    and 51,044,730 shares outstanding,
    respectively                                      513           510
  Treasury stock, at cost, 2,630,600 shares
    and 0 shares respectively.                     (1,409)           --
  Capital in excess of par value                  113,287       113,201
  Unrealized losses  on  securities                  (770)           --
  Accumulated deficit                            (103,826)     (104,673)
  Cumulative translation adjustment                   197           197
          TOTAL SHAREHOLDERS' EQUITY               11,335        13,948
          TOTAL LIABILITIES AND SHAREHOLDERS'
             EQUITY                             $  59,324     $  52,960

</TABLE>

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

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                            (In thousands of dollars)

<CAPTION>
                                                 Six Months Ended
                                           October 2,     September 30,
                                              1998           1997

CASH FLOWS FROM OPERATING ACTIVITIES:

  <S>                                      <C>            <C>  
  Net cash provided by operating
    activities                             $   3,965      $     2,005

CASH FLOWS FROM INVESTING ACTIVITIES:

  Net cash provided (used) by investing
    activities.                               (1,854)              13

CASH FLOWS FROM FINANCING ACTIVITIES:

  Net borrowings (repayments) under line of
    credit facility                            5,134           (1,859)
  Other                                       (3,229)             (73)
  Net cash used by financing
    activities                                 1,905           (1,932)

Net increase in cash and cash
  equivalents                                  4,016               86
Cash and cash equivalents at beginning
  of year                                      2,608            2,640

Cash and cash equivalents at end of
   period(a)                                $  6,624         $  2,726
Supplemental disclosure of cash flow information:

  Interest paid                             $    551         $  1,399

  Income taxes paid                         $     12         $     31

</TABLE>

(a)  Includes $1.4 million and $1.7 million as of October 2, 1998
and  September 30,  1997,  respectively, of cash and cash
equivalents, pledged  to  assure  the availability of certain letter
of 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)
                  (In thousands, except earnings per share data)

NOTE 1 - BUSINESS

      The unaudited interim consolidated financial statements
reflect all normal and  recurring adjustments that are, in the
opinion of management, necessary  to present  a  fair statement of
Emerson Radio Corp.'s (the "Company" or "Emerson") consolidated
financial  position as of October  2,  1998  and  the  results  of
operations  for  the  three  and six month periods ended  October
2,  1998  and September 30, 1997. 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 Company's 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  fiscal year ended April 3,
1998 ("Fiscal 1998"), included in the  Company's annual report on
Form 10-K.

      The  consolidated financial statements include the accounts of
the Company and  all  of  its  majority  owned subsidiaries.  All
significant  intercompany accounts and transactions have been
eliminated in consolidation. The preparation of  the  unaudited
interim consolidated financial statements requires management to
make  estimates  and  assumptions that affect the amounts  reported
in  the financial  statements  and accompanying notes; actual
results  could  materially differ from those estimates.

      Due to the seasonal nature of the Company's consumer
electronics business, the  results of operations for the three and
six month periods ended  October  2 1998  are  not necessarily
indicative of the results of operations that  may  be expected for
the full year ending April 2, 1999 ("Fiscal 1999").

      Beginning in Fiscal 1998, the Company changed its financial
reporting year to a 52/53 week year ending on the Friday closest to
March 31.  Accordingly, the current  fiscal  year will end on April
2, 1999.  Such change in  the  Company's financial  reporting  year
will not have a material  effect  on  the  Company's results of
operations.

      Certain  amounts  in the prior period's consolidated financial
statements have been reclassified to conform to current periods
presentation.

NOTE 2 - EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted
earnings per share (in thousands, except per share amounts):

<TABLE>
                                  For the Three           For the Six
                                   Months Ended           Months Ended
                            October 2,  September 30,  October 2,  September 30,
                               1998         1997          1998        1997
NUMERATOR:
<S>                         <C>         <C>            <C>         <C>  
Net income (loss)           $   583     $  2,019       $1,347      $    (703)
Less:  preferred stock 
  dividends                     446          109          500            245
Numerator for basic earnings
  per share-income available
  to common stockholders        137        1,910          847           (948)
Add back to effect
 assumed conversions:
  Preferred stock dividends      --          109           93             --
  Numerator for diluted
    earnings (loss) per
    share                   $   137     $  2,019       $  940       $   (948)

DENOMINATOR:
Denominator for basic earnings
  per share  -  weighted
  average shares             50,037       42,372       50,625         41,486
Effect of dilutive 
 securities:
  Preferred shares              --        19,258       11,453             --
Denominator for diluted
 earnings per share -
 adjusted weighted average
 shares and assumed
 conversions                 50,037       61,630       62,078         41,486   
Basic earnings (loss)
 per share                 $    .00      $   .05      $   .02       $   (.02)
Diluted earnings (loss)
 per                       $    .00      $   .03      $   .02       $   (.02)

</TABLE>

NOTE 3- CAPITAL STRUCTURE

      The  outstanding capital stock of the Company at October 2,
1998 consisted of  common stock and Series A convertible preferred
stock.  The preferred shares are convertible to common shares until
March 31, 2002.

      During  the  quarter ended September 30, 1997, 1,434 shares
of  Series  A Preferred  Stock  were converted into 2,990,011 shares
of common  stock.   There were no conversions of Series A Preferred
Stock for the quarter ended October 2, 1998.   During  August  1998,
the Company repurchased directly  1,423  preferred shares.  If all
existing outstanding preferred shares were converted at  October 2,
1998,  an estimated 9.1 million additional common shares would be
issuable. Dividends  for the preferred stock accrued and were
payable quarterly  at  a  7% annual rate until March 31, 1997;
dividend rates decline by 1.4% each succeeding year until  March 31,
2001 when no further dividends are payable. The  dividend
rates  at  October  2,  1998 and September 30, 1997 were  4.2%  and
5.6%,  with $762,000 and $615,000 of dividends in arrears
respectively.

      At  October 2, 1998, the Company had outstanding approximately
1.2 million options  with exercise prices ranging from $1.00 to
$1.10. Approximately 737,000 outstanding warrants are convertible
into approximately 670,000 shares of common stock at conversion
prices ranging between $1.20 and $4.00.

      The  Company  also  has outstanding $20.8 million of  Senior
Subordinated Convertible Debentures due in 2002. See "Note 8 - Long
Term Debt."

NOTE 4 - INCOME TAXES

      Income tax provisions and benefits for the quarterly periods
ended October 2,  1998  and  September  30,  1997 consist of taxes
related  to  international operations.  The Company does not
recognize tax benefits for losses incurred  by its domestic
operations.

NOTE 5 - INVENTORY

      Inventories  are  comprised  primarily  of  finished  goods.
Spare  parts inventories,  net of reserves, aggregating $281,000 and
$384,000 at  October  2, 1998   and  April  3, 1998, respectively,
are included in "Prepaid  expenses  and other current assets."

NOTE 6 - AVAILABLE-FOR-SALE SECURITIES

     Available-for-sale securities are stated at fair value, with
the unrealized gains  and  losses,  reported in a separate component
of  shareholders'  equity. Realized  gains  and  losses, and
declines in value  judged  to  be  other-than temporary are included
in earnings.

      The  following  is  a summary of available-for-sale equity
securities  at October 2, 1998 (in thousands):

<TABLE>
                                 Gross          Gross        Estimated
                                 Unrealized     Unrealized   Fair
                       Cost      Gains          Losses       Value

 <S>                  <C>        <C>            <C>          <C>
 Equity Securities    $1,810     $   --         $770         $1,040

</TABLE>

NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

      The Company owns 2,274,500 (29% of the outstanding) shares of
common stock of  Sport  Supply Group, Inc. ("SSG") which it
purchased in 1996 at an aggregate cost of $15,728,000 or $ 6.92 per
share.  In addition, the Company owns warrants to  purchase an
additional 1 million shares of SSG's common stock for $7.50  per
share ("SSG Warrants") which the Company purchased in 1996 at an
aggregate  cost of  $500,000 or $.50 per SSG warrant.  If the
Company exercises all of  the  SSG Warrants, it will beneficially
own approximately 42% of the SSG common shares.

     The investment in and results of operations of SSG are
accounted for by the equity  method.  In January 1997, SSG changed
its financial reporting  year  end from  October 31 to
September 30. This change in accounting period  resulted  in
the  Company  now  recording its share of SSG earnings on  a
concurrent  basis. Previously,  the Company recorded its share of
SSG's earnings  on  a  two  month delay.  The Company's investment
in SSG includes goodwill of $3,973,000 which is being amortized on a
straight line basis over 40 years.  At October 2, 1998, the
aggregate market value quoted on the New York Stock Exchange of
Emerson's shares of  SSG  common  shares  was approximately $16.2
million.  Summarized  financial information derived from SSG's
financial reports to the Securities and  Exchange Commission was as
follows (in thousands):

<TABLE>
                                  October 2, 1998       April 3,1998
                                     (Audited)          (Unaudited)

<S>                                 <C>                  <C>
Current assets                      $  33,710            $ 37,282
Property, plant and
  equipment and other assets           21,094              19,878
Current liabilities                     8,465               8,395
Long-term debt                          5,161               7,498

</TABLE>
                                  
<TABLE>
                                              (Unaudited)
                                  For the 6 Months    For the 6 Months
                                      Ended               Ended
                                  October 2, 1998     August 1, 1997

    <S>                              <C>               <C>
    Net sales                        $  50,607         $  51,536
    Gross profit                        19,950            20,239
    Net income                           2,994             3,950

</TABLE>

     In July 1997, the Company entered into a Management Services
Agreement with SSG, under which SSG provides various managerial and
administrative services  to the Company.

NOTE 8 -LONG TERM DEBT

      As  of  October 2, 1998 and April 3, 1998 long-term debt
consisted of  the following (in thousands of dollars):

<TABLE>
                                          October 2,      April 3,
                                              1998         1998
<S>                                       <C>             <C>
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002                     $20,750         $20,750
Equipment notes and other                      58              85
                                           20,808          20,835

Less current obligations                       58              85
   Long term debt                         $20,750         $20,750


</TABLE>

     The Senior Subordinated Convertible Debentures Due 2002
("Debentures") were issued  in  August  1995, bear interest at the
rate of 8-1/2%  per  annum,  payable quarterly,  and 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  a conversion price of $3.9875 per share, subject to adjustment
under certain circumstances.   Beginning August 15, 1998 at the
option  of  the  Company,  the Debentures are redeemable 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 Debenture
holder  has  the right to cause the Company to redeem the Debentures
if  certain designated events (as defined) should occur.

Note 9 --LEGAL PROCEEDINGS

      The  Company  is involved in a number of legal proceedings and
claims  of various types, the most significant of which are
described in "Part I - Item  3. Legal Proceedings" of the Company's
Form 10-K for the fiscal year ended April 3, 1998  and  "Part  II  -
-  Other Information Item 1. Legal Proceedings"  of  this Quarterly
Report on Form 10-Q.  While any such litigation contains an element
of uncertainty, management presently believes that the outcome of
such  proceedings and claims will not have a material adverse effect
on the Company's consolidated financial position.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION

GENERAL

           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 fiscal quarters ending in
September  and December  and receives the largest  amount of
customer returns in the fiscal quarters ending in  March  and June. 
Therefore, the results of operations discussed below are not necessarily
indicative of the Company's prospective annual results.  The Company
expects its United States sales for the fiscal quarter ended
December 1998 to be lower  than the third fiscal quarter of Fiscal
1998 due to reduced product sales.

RESULTS OF OPERATIONS

           NET REVENUES   Consolidated net revenues for the  three
and six month periods  ended  October 2, 1998 increased $1.7 million
(3.7%) and $30.3  million (40.2%) as compared to the same periods in
the fiscal year ended March 31,  1998 ("Fiscal 1998"), respectively.
The increase in revenues resulted primarily  from increases  in
unit sales of audio products, partially offset by  reductions  in
microwave  ovens. Additionally, a significant reduction in returned
product  was recorded in the current period as compared to the same
period in the prior  year resulting  from  an  overall more
restrictive return  policy  by  the  Company's customers.   Revenues
earned from the licensing  of  the  Emerson  and  G  Clef trademark
were $1 million and $1.6 million in the three and six  month
periods ended  October 2, 1998 as compared to $1.5 million and $2.5
million in the  same periods in Fiscal 1998, respectively.

     COST OF SALES  Cost of Sales, as a percentage of consolidated
revenues, was 90%  and  89%  for  the three and six month periods
ended  October 2,  1998  as compared  to 86% and 89% for the
same periods in Fiscal 1998, respectively.  The increase in
cost of sales as a percent of sales for the three month period ended
October  2,  1998  as compared to the same period in the
prior fiscal  year  was primarily attributable to lower margins
in audio products, and  a  decrease in licensing revenues and
marketing fees.

      The  Company's gross profit margins continue to be subject to
competitive pressures  arising from pricing strategies associated
with the category  of  the consumer  electronics  market  in  which
the Company  competes.   The  Company's products  are  generally
placed in the low-to-medium priced  categories  of  the market
which  tend to be  the  most competitive and generate the lowest
profit margins.   The  Company  believes that its marketing
agreements,  its  licensing agreements  in  the  United  States  and
various  foreign  countries  and  its distribution
agreements  in  Canada, Europe and  parts  of  Asia
will  have  a favorable  impact  on  the  Company's gross profit.
The  Company  continues  to promote  its  direct import programs to
reduce its inventory levels and  working capital risks thereby
reducing its inventory overhead costs.  In addition, the
Company continues to focus on its higher margin products and
continually reviews new  products that can generate higher margins
than its current business, either through license arrangements,
acquisitions, joint ventures or on its own.

      OTHER  OPERATING COSTS AND EXPENSES   Other operating costs
and  expenses increased $260,000 and $660,000 in the three and six
month periods ended October 2,1998  as  compared to the same periods
in Fiscal 1998, respectively, primarily as  a  result  of the
Company's return-to-vendor program.  Under the  return-tovendor
program,  the  Company, by paying a fee, is  able  to  return
defective product to its suppliers and, to receive in exchange, a
replacement unit.

      SELLING,  GENERAL  AND  ADMINISTRATIVE EXPENSES ("S,G&A")
S,G&A,  as  a percentage  of  revenues, was 5.6% and 7.1% for the
three and six month  periods ended  October  2, 1998, as compared to
7.8% and 9.5% for the  same  periods  in Fiscal  1998,
respectively. In absolute terms, S,G&A decreased by $930,000  for
the three month period ended October 2, 1998, and for the six month
period ended October  2,1998 increased by $340,000 as compared to
the same period  in  Fiscal 1998. The decrease of $930,000 in S,G&A
for the three month period was primarily attributable to a decrease
in advertising costs and rent expense, offset  by  an increase  in
professional fees.  The increase of $340,000 in S,G&A for  the  six
month  period was primarily attributable to increased professional
fees,  offset by a decrease in advertising costs and a decrease in
the charges incurred in the prior year for relocation costs of the
Company's back office operations from New Jersey to Texas.

      OPERATING  INCOME (LOSS)   The Company reported operating
income  of  $1.0 million and $2.0 million for the three and six
months ended October 2, 1998,  as compared  to  operating  income of
$2.1 million and an operating  loss  of  $.3 million
for the same periods in Fiscal 1998, respectively. Operating
income  for the  three  month period ended October 2,1998 as
compared to the same period  in the prior year is lower by $1.1
million mainly due to a higher cost of sales  in the  current
period, offset by a reduction in S,G&A expenses.  Operating  income
for the six month period ended October 2, 1998 as compared to the
same period in the  prior year is higher by $2.3 million primarily
due to a higher revenue base of approximately $30 million.

     EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE   The Company's
share in the earnings  of  SSG amounted to $348,000 and $791,000 in
the three and  six  month periods  ended October 2,1998 as compared
to $528,000 and $1.0 million  for  the same periods in the prior
Fiscal year, respectively.

      INTEREST EXPENSE   Interest expense decreased by $107,000 and
$279,000  in the three and six month periods ended October 2, 1998
as compared  to  the  same periods  in  Fiscal  1998,  respectively.
The decrease  was  attributable  to  a significant reduction in
short term average borrowings.  The decrease  in  short term
borrowings was due to a reduction in working capital requirements.

      NET  EARNINGS (LOSS)   As a result of the foregoing factors,
the  Company generated  net  earnings  of $583,000 and $1,347,000 for  the
three  and  six month  periods ended October 2, 1998,  as compared to
net earnings of $2,019,000 and a net loss of $703,000 for the same
periods in Fiscal 1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $4.0 million
for the six months  ended  October 2, 1998. Cash was provided
primarily by  an  increase  in accounts  payable,  increased
borrowings, partially offset  by  an  increase  in accounts
receivable, combined with increased profitability of the Company.

      Net  cash  utilized by investing activities was $1.9 million
for  the  six months ended October 2, 1998.
 
     In the six months ended October 2, 1998, the Company's financing
activities provided  $1.9 million of cash.  The Company increased its
borrowings under  its U.S.  line of credit facility by $5.1 million
and utilized $3.2 million for  the purchase of the Company's
preferred and common stock to be held in treasury.
 
     The  Company  maintains an asset-based $10 million  U.S.  line
of  credit facility.   In addition, the Company maintains 2 credit
facilities with  a  Hong Kong based bank: a $4.2 million letter of
credit facility and a $25 million backto-back  letter of credit
facility.  At October 2, 1998, there was $315,000  and $18.0 million
of letters of credit outstanding under the $4.2 million letter  of
credit facility and the $25 million letter of credit facility,
respectively.

      At  present, management believes that future cash flow from
operations and its  existing institutional financing noted above will
be sufficient to fund all of  the  Company's cash requirements for
the next twelve months.   However,  the adequacy  of  future  cash
flow from operations is dependent  upon  the  Company achieving its
operating plan.

      As  of October 2, 1998 the Company had no material commitments
for capital expenditures.

INFLATION AND FOREIGN CURRENCY

     Neither inflation nor currency fluctuations had a significant
effect on the Company's results of operations during the first six
months of Fiscal 1999.  The Company's  exposure to currency
fluctuations has been minimized by  the  use  of U.S. dollar
denominated purchase orders, and by sourcing production in more than
one   country.  The  Company  purchases  virtually  all  of  its
products  from manufacturers located in various Asian countries.
The economic crises in  these countries and its related
impact on their financial markets has not impacted
the Company's ability to purchase product. Should these
crises continue, they could have  a  material  adverse
effect on the Company by  inhibiting  the  Company's relationship
with its suppliers and its ability to acquire products for resale.

YEAR 2000

     The  Company has in place detailed programs to address Year 2000
readiness in  its  internal  computer systems and its key customers
and  suppliers.   The Company's  Year  2000  readiness  team includes
both  internal  personnel  and external consultants.  The team's
activities are designed to ensure that  there will  be  no material
adverse effects on the Company's business operations  and that
transactions with customers, suppliers, and financial institutions
will be fully  supported.   The specific costs of achieving Year
2000  compliance  are expected  to be $300,000, of which
approximately $100,000 has been expended  to date.

     The  Company  has  converted  a  significant  portion  of  its
operational software,  with testing scheduled to take place in the
last quarter of  calendar year  1998.   The  balance of the Company's
software is to be  updated  from  an outside vendor, which the
Company expects to take place in the first quarter  of Calendar
1999.  The Company expects that all critical systems will be
compliant by  June  1999 and fully tested by September 1999.  The
Company is also  in  the process  of ensuring  that its
significant suppliers, customers and  financial institutions
have appropriate plans to ensure that they are Year 2000
compliant. Risk  assessment,  readiness evaluation, action
plans  and  contingency  plans related  to third
parties are expected to be completed during the first half  of
Calendar 1999.

     While the Company believes its planning efforts are adequate to
address its Year 2000 concerns, there can be no guarantee that all
internal systems, as well as  those of third parties on which the
company relies, will be converted  on  a timely basis and will not
have a material affect on the Company's operations.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

      Recent pronouncements to the Financial Accounting Standards
Board ("FASB") that are not required to be adopted (and that the
Company has not adopted as  of October  2,  1998),  include the
following Statements  of  Financial  Accounting Standards ("SFAS"):

      SFAS No. 130, "Reporting Comprehensive  Income," 
establishes standards  for reporting  and  display  of
comprehensive  income  (all  changes in equity  during 
a  period  except  those resulting from investments
by and distributions to owners) and its components in the  financial
statements.  This new standard, which will be effective  for  the
Company's  April 2, 1999 financial statements, is not currently
anticipated  to have  a  significant impact on the Company's
financial statements based  on  the current financial structure and
operations of the Company.

      SFAS  No.  131,  "Disclosure about Segments of an Enterprise
and  Related Information,"  which  will  be  effective  for  the
Company  for  Fiscal  1999, establishes standards for reporting
information about operating segments in  the annual  financial
statements, selected information about operating  segments  in
interim   financial  reports  and  disclosures  about  products  and
services, geographic areas and major customers.  This new standard
requires the Company to report financial information on the basis
that is used internally for evaluating segment  performance and
deciding how to allocate resources to  segments,  which may  result
in more detailed information in the notes to the Company's financial
statements  than is currently required and provided.  The Company
has  not  yet determined the effects, if any, of implementing SFAS
No. 131 on its reporting of financial information.
     
     SFAS No. 132, "Employers Disclosures about Pension and other
Postretirement Benefits,"  revises  disclosures about pension and
other postretirement  benefit plans.   This new standard,
standardizes the disclosure requirements for pension and  other
postretirement  benefits  to the  extent  practicable  and  requires
additional information on changes in the benefit obligations and
fair values  of plan  assets that will facilitate financial
analysis.  This new standard,  which will  be  effective for Fiscal
1999, will not have a significant impact  on  the Company's
financial  statements based on the current  financial  structure
and operations of the Company.
     
     SFAS   No.  133,  "Accounting  for  Derivative  Instructments
and  Hedging Activities,"  which  will  be  effective  for  the
Company  for  Fiscal 2000, establishes  accounting
and  reporting standards  for  derivative
instruments, including  certain  derivative  instruments embedded
in  other  contracts,  and hedging activities.  The Company has not
yet determined the effects, if any,  of implementing SFAS No. 133 on
its reporting of financial information.

FORWARD-LOOKING INFORMATION

      This  report contains various forward looking statements under
the Private Securities Litigation Reform Act of 1995 (the "Reform
Act") and information that is  based on Management's beliefs as well
as assumptions made by and information currently  available  to
Management.  When  used  in  this  report,  the  words "anticipate",
"estimate",   "expect",  "predict",   "project",   and   similar
expressions are intended to identify forward looking statements.
Such statements are  subject to certain risks, uncertainties and
assumptions. Should one or more of  these risks or
uncertainties materialize, or should underlying
assumptions prove  incorrect,  actual  results may vary materially
from  those  anticipated, expected or projected.  Among the key
factors that could cause actual results to differ  materially are as
follows:  (i) the ability of the Company  to  continue selling
products to its largest customers whose net revenues represented 58%
and 16%  of  Fiscal 1998 net revenues; (ii) competitive factors such
as  competitive pricing  strategies  utilized  by retailers in  the
domestic  marketplace  that negatively  impacts product gross
margins; (iii) the ability of the  Company  to maintain its
suppliers, primarily all of whom are located in the Far East;  (iv)
the  Company's  ability to replace the licensing income from the
Supplier  with commission  revenues  from  Daewoo; (v) the  outcome
of  litigation;  (vi)  the availability  of  sufficient capital to
finance the Company's  operating  plans; (vii) the ability of the
Company to comply with the restrictions imposed upon it by  its
outstanding indebtedness; (viii) the effect of the worldwide
volatility in  the  financial markets and the Company's securities
that are being  held  as available-for-sale; and (ix) general
economic conditions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                            PART II OTHER INFORMATION
ITEM 1.   LEGAL PROCEEDINGS.

                During  July  1998, testimony concluded on  the
          Creditors' motion  to  terminate the Settlement
          Agreement  in  the  Stelling litigation.  No decision
          has been rendered by the Court.
          
          In  August 1998, the Company voluntarily dismissed
          with prejudice its lawsuit against Grace Brothers,
          Ltd.
          
          On  September 22,1998, Connecticut General Life
          Insurance Company (CGLIC)  filed  suit  against the
          Company in  the  United  States District  Court,  for
          the District of New Jersey, alleging   that the
          Company  entered into an insurance agreement and
          failed  to honor  its  obligation  as  stated in the
          agreement.   CGLIC  is seeking damages in the amount
          of $785,890.  While the outcome  of this action is
          not certain at this time, the Company believes  it
          has meritorious defenses.
          
          For  further  information on the Stelling  litigation
          and  other litigation to which the Company is a
          party, reference is made  to Part  1  Item-3-Legal
          Proceedings in the Company's  most  recent annual
          report on Form 10-K.
          
ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          In  August  1998, the Company repurchased and retired
          1,423 shares  of its outstanding Series A Preferred Stock.
          
          During  the  quarter  ended  October 2,  1998  the
          Company  purchased 2,364,100  shares of its common stock
          that is being held  as  treasury stock.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          (a)  None
       
          (b)  None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          Not Applicable.

ITEM 5.   OTHER INFORMATION.

          (a)  None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  EXHIBITS:

          (10)(a) Amendment No. 8 to Financing Agreements, dated as of
          November 13, 1998.

          (10)(b) Third Lease Modification made the 26 day of October,
          1998 between Hartz Mountain Parsippany and Emerson.

          (10)(c)  Purchasing  Agreement, dated  June  30,  1998,
          between  AFGElektronik GmbH and Emerson Radio
          International Ltd.
          
          (27) Financial Data Schedule for quarter ended October 2,
          1998.*

          (b)  REPORTS ON FORM 8-K - During the three month period
          ended October 2, 1998, no Form 8-K was filed.
____________________________
*Filed herewith.



                             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 23, 1999          /s/ Geoffrey P. Jurick
                                  Geoffrey P. Jurick
                                  Chairman, Chief Executive Officer
                                  and President



Date: February 23, 1999          /s/ John P. Walker
                                 John P. Walker
                                 Executive Vice President and
                                 Chief Financial Officer