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          September 30, 2000
                           _________________________
                                       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


     Indicate  the number of shares  outstanding  of common stock as of November
10, 2000: 31,275,082.

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                 (In thousands, except earnings per share data)

                                       Three Months Ended               Six Months Ended
                                   September 30,    October 1,      September 30,  October 1,
                                       2000              1999              2000          1999

<S>                                <C>              <C>              <C>            <C>
Net revenues                       $ 97,956         $ 55,531         $  179,783     $98,978
Costs and  expenses:

 Cost of sales                       85,245           49,409            156,655      87,680
 Other operating costs and
      expenses                          892              877              2,622       1,650
 Selling, general & administrative
      expenses                        5,422            3,563             10,111       7,427
                                     ------           ------            -------      ------
                                     91,559           53,849            169,388      96,757
                                     ------           ------            -------      ------
Operating income                      6,397            1,682             10,395       2,221

Equity   in  earnings(loss) of
      affiliate                         (51)              42               (208)        501
Interest expense, net                  (485)            (619)            (1,003)     (1,193)
                                     -------          -------           --------     -------
Income before income taxes            5,861            1,105              9,184       1,529

Provision for income taxes              743              250              1,021         259
                                     -------          -------          ---------     -------
Net income                          $ 5,118           $  855           $  8,163    $  1,270
                                    ========          =======          =========   =========
Net income per common share
  Basic                             $   .15           $  .02           $    .21    $    .03
                                    ========          =======          =========   ========
  Diluted                           $   .13           $  .02           $    .19    $    .02
                                    ========          =======          =========   ========
Weighted average number of
   common shares outstanding

   Basic                             33,867           47,828             38,833      47,828
                                     =======          ======            =======     =======
   Diluted                           42,277           55,916             46,950      55,916
                                     =======          ======            =======     =======

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

</TABLE>

<PAGE>



                      EMERSON RADIO CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                      September 30,    March 31,
                                                          2000             2000
                                                      (Unaudited)

                        ASSETS

Current   Assets:
  Cash  and  cash  equivalents                          $  7,354        $  8,539
  Available  for  sale securities                              9              37
  Accounts receivable (less allowances of
     $4,085 and $3,977, respectively)                      7,779           4,756
  Other   receivables                                        817           4,027
  Inventories                                             20,318          14,384
  Prepaid expenses and  other current assets               1,749           2,653
                                                         -------         -------
     Total current assets                                 38,026          34,396

  Property and equipment - (net of
    accumulated depreciation and amortization
    of $3,635 and $3,402, respectively)                   1,020            1,034
  Investment   in  affiliates  and  joint  venture       21,056           20,277
  Other   assets                                          2,197            2,289
                                                       --------        ---------
          Total  Assets                                $ 62,299        $  57,996
                                                       ========        =========

        LIABILITIES  AND  SHAREHOLDER'S  EQUITY
Current  Liabilities:
   Notes payable                                       $  2,167        $   2,914
   Current maturities of long-term debt                      93               97
   Accounts payable and other current
      liabilities                                        21,480           16,499
   Accrued sales returns                                  6,166            4,897
   Income  taxes payable                                  1,049              135
                                                        -------          -------
        Total current liabilities                        30,955           24,542
   Long-term debt, less current maturities               20,750           20,750
   Other non-current liabilities                             90              141
Shareholders' Equity:
   Preferred shares - 10,000,000
     shares authorized, 3,677
     shares issued and outstanding                       3,310            3,310
   Common shares - $.01 par value, 75,000,000
     shares authorized; 51,331,615 shares
     issued; 31,200,082 and 46,477,615 shares
     outstanding                                           513              513
   Capital  in  excess  of  par  value                 113,289          113,289
   Cumulative   translation   adjustment                   (80)             (76)
   Unrealized loss  on  marketable  securities             (28)             --
   Accumulated   deficit                               (93,308)        (101,445)
   Treasury  stock,  at cost 20,131,533 and
     4,854,000 shares, respectively                    (13,192)          (3,028)
                                                       --------        ---------
     Total shareholders'   equity                       10,504           12,563
                                                       --------        ---------
     Total Liabilities and Shareholders' Equity      $  62,299        $  57,996
                                                     ==========       ==========
           The accompanying notes are an integral part of the interim
                       consolidated financial statements.
<PAGE>


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                                 (In thousands)


                                                          Six Months Ended
                                                   September 30,      October 1,
                                                      2000               1999
Cash Flows from Operating Activities:

  Net cash provided (used) by operating
    activities                                       $  11,125        $ (2,268)
                                                      ---------        --------
Cash Flows from Investing Activities:

Investment in Affiliate                                 (1,097)            --
  Other                                                 (  247)           (676)
                                                       --------        ---------
  Net cash used by investing
    activities                                          (1,344)           (676)
                                                       --------        ---------
Cash Flows from Financing Activities:

         Purchase of Common Stock                      (10,164)             --
         Net borrowings (repayments) under Line
          of Credit                                       (747)           1,880
         Other                                             (55)              11
                                                       --------        ---------
  Net cash (used) provided by financing
    activities                                         (10,966)           1,891
                                                       --------        ---------
   Net decrease in cash and cash equivalents            (1,185)          (1,053)

Cash and cash equivalents at beginning of year           8,539            3,100
                                                        -------          ------
Cash and cash equivalents at end of period             $ 7,354          $ 2,047
                                                       =======          =======



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

<PAGE>


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


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  September  30, 2000 and the results of
operations  for the three and six month  periods  ended  September  30, 2000 and
October 1, 1999. 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 March 31, 2000 ("Fiscal 2000"),  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  September
30, 2000 are not necessarily indicative of the results of operations that may be
expected for any other interim period or for the full year ending March 31, 2001
("Fiscal 2001").

     The management of the Company  considers the Company to have one reportable
segment,  consumer  electronics,  and assesses  performance  on a single segment
basis.

     For Fiscal 2000, and prior year, the Company's  financial reporting periods
ended the Friday closest to the calendar quarter.  Beginning in Fiscal 2001, the
Company changed its financial reporting year to end March 31 and the quarters to
end on the  last  day of the  month.  Such  change  in the  Company's  financial
reporting  year will not have a  material  effect on the  Company's  results  of
operations.


<PAGE>

NOTE 2 - COMPREHENSIVE INCOME

     The  Company's  comprehensive  income  for the three and six month  periods
ended September 30, 2000 and October 1, 1999 are as follows (in thousands):

<TABLE>

                                                 Three Months Ended           Six Months  Ended
                                               September       October    September        October
                                                30, 2000        1, 1999     30, 2000       1, 1999

<S>                                             <C>            <C>        <C>             <C>
Net Income                                      $ 5,118        $   855    $  8,163        $  1,270
Currency  translation  adjustment                    (3)             4          (4)              4
Unrealized losses on securities,  net                (8)          (119)      (  28)           (367)
                                                 -------        -------    --------        --------
Comprehensive   income                          $ 5,107        $   740    $  8,131        $    907
                                                ========       ========   =========       =========
</TABLE>


NOTE 3 - EARNINGS PER SHARE

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

                                                  For the Three                     For the Six
                                                   Months Ended                     Months Ended
                                              September       October          September         October
                                              30, 2000        1, 1999          30, 2000          1, 1999

Numerator:
<S>                                           <C>              <C>              <C>                <C>
Net income                                    $  5,118         $ 855            $  8,163           $  1,270
Less:   preferred   stock   dividends               13            26                  26                 52
                                              --------         ------           --------           --------
Numerator for basic earnings per
    share - income available to
    common stockholders                          5,105           829               8,137              1,218
Add  back to effect assumed conversions:
    Preferred  stock  dividends                     13            26                  26                 52
    Interest on convertible debentures             441            --                 882                 --
                                              --------         ------           --------           --------
    Numerator for diluted earnings
       per share                              $  5,559        $  855            $  9,045            $ 1,270
                                              ========        =======           ========           ========
Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                      33,867        47,828              38,833             47,828
Effect of dilutive securities:
    Preferred   shares                           2,620         8,088               2,620              8,088
    Convertible debentures                       5,204            --               5,204                --
    Options and warrants                           586            --                 293                --
                                               -------        -------           --------           --------
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                                 42,277        55,916              46,950             55,916
                                             ==========      =======            ========            =======
Basic earnings per share                     $     .15       $   .02            $    .21            $   .03
                                             ==========      =======            ========            =======
Diluted  earnings per share                  $     .13       $   .02            $    .19            $   .02
                                             ==========      =======            ========            =======
</TABLE>

<PAGE>


NOTE 4- CAPITAL STRUCTURE

     The  outstanding  capital  stock  of the  Company  at  September  30,  2000
consisted  of  common  stock  and  Series A  convertible  preferred  stock.  The
preferred shares are convertible to common shares until March 31, 2002.

     During the quarters  ended  September  30, 2000 and October 1, 1999,  there
were no conversions  of Series A Preferred  Stock.  If all existing  outstanding
preferred shares were converted at September 30, 2000, approximately 2.6 million
additional  common shares would be issuable.  The dividend rates on the Series A
Preferred  Stock at  September  30, 2000 and October 1, 1999 were 1.4% and 2.8%,
with $964,000 and $879,000 of dividends in arrears,  respectively.  The dividend
rate is 1.4%  until  March  31,  2001 at which  time no  further  dividends  are
payable.

     At  September  30,  2000,  the Company had  outstanding  approximately  1.7
million  options  with  exercise  prices  ranging  from  $1.00  to  $1.10,   and
approximately  987,000  warrants at conversion  prices ranging between $1.30 and
$4.00.

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

NOTE 5 - INCOME TAXES

     Income tax  provisions for the quarterly  periods ended  September 30, 2000
and October 1, 1999 consisted of taxes related to international operations.

     As  of  March  31,  2000  the  Company  had  federal  net  operating   loss
carryforwards of approximately $130.8 million that expire between 2006 and 2019.
The  utilization of such losses are limited based on Sections 382 and 383 of the
Internal Revenue Code.

NOTE 6 - INVENTORY

     Inventories  are comprised  primarily of finished goods which are stated at
the lower of cost (first-in, first-out) or market.

NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     At September 30, 2000 the Company owned 2,656,800 (37% of the  outstanding)
shares of common stock of Sport Supply  Group,  Inc.  ("SSG") at a total cost of
$17,666,000, of which 2,269,500 shares were purchased in 1996 and the balance of
the shares were purchased  subsequently.  In addition, the Company owns warrants
to purchase an additional one million shares of SSG's common stock for $7.50 per
share ("SSG Warrants") which the Company  purchased in 1996 at an aggregate cost

<PAGE>

of  $500,000.  If the  Company  exercises  all  of the  SSG  Warrants,  it  will
beneficially own  approximately  44% of the SSG common shares.  The warrants are
scheduled to expire in December 2001.  Effective March 1997, the Company entered
into a Management  Services  Agreement with SSG, under which various  managerial
and administrative services are provided between the companies for a fee.

     The  investment  in, and results of operations of, SSG are accounted for by
the equity  method.  As of the date of this  filing,  SSG has not  reported  its
results  of  operations   for  the  fiscal  year  ending   September  30,  2000.
Accordingly,  the Company  recorded a best  estimate  for the equity in earnings
(loss) of SSG for the quarter ended  September  30, 2000,  which was recorded on
the  selling,  general  &  administrative  line  of the  Company's  Consolidated
Statements  of  Operations,  so as  not to  disclose  another  public  company's
earnings.  Only  amortization of goodwill was recorded on the equity in earnings
(loss) of affiliate line of the Company's Consolidated  Statements of Operations
for the quarter  ending  September  30, 2000.  The  Company's  investment in SSG
includes  goodwill of  $7,355,000  which is being  amortized on a straight  line
basis over 40 years.  Summarized  financial  information derived from the annual
and quarterly financial reports as filed by SSG with the Securities and Exchange
Commission was as follows (in thousands):
<TABLE>
<CAPTION>

                                                        (Unaudited)
                                        June  30,  2000                  March 31, 2000

<S>                                      <C>                                 <C>
Current  assets                          $ 46,482                            $  50,488
Property,  plant and  equipment and
  other assets                             28,103                               30,158
Current liabilities                        12,920                               38,450
Long-term  debt                            20,033                                  252
Stockholders' Equity                       41,632                               41,945

                                                        (Unaudited)
                                        For the 3 Months                For the 3 Months
                                            Ended                             Ended
                                        June 30, 2000                    July  2,  1999

Net  sales                               $  29,045                         $   26,310
Gross profit                                 9,400                             10,717
Net (loss) income                             (329)                             1,759
</TABLE>


NOTE 8 -LONG TERM DEBT

     As of September 30, 2000 and March 31, 2000,  long-term  debt  consisted of
the following (in thousands of dollars):

                                                   September 30,       March 31,
                                                      2000               2000
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002                              $20,750             $20,750
Equipment notes and other                               93                  97
                                                    -------             ------
                                                    20,843              20,847
Less current obligations                                93                  97
                                                    ------              ------
   Long term debt                                  $20,750             $20,750
                                                   =======             =======


<PAGE>

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued in August 1995.  The  Debentures  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 an initial  conversion  price of $3.9875 per share,
subject to adjustment under certain circumstances.  The Debentures are presently
redeemable in whole or in part at the Company's  option at a redemption price of
102% 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 consolidated  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.  The
Debentures are subject to certain restrictions on transfer, although the Company
has registered  the offer and sale of the  Debentures and the underlying  common
stock.


NOTE 9 --LEGAL PROCEEDINGS

     The  Company is  involved  in a number of legal  proceedings  and claims of
various types in the ordinary course of its business.  While any such litigation
to which the Company is a party contains an element of  uncertainty,  management
presently  believes  that the outcome of each such  proceeding or claim which is
pending  or known to be  threatened,  or all of them  combined,  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


Results of Operations

     Net Revenues  Consolidated net revenues for the three and six month periods
ended  September  30, 2000  increased  $42.4  million  (76.4%) and $80.8 million
(81.6%) as compared to the same  periods in the fiscal year ended March 31, 2000
("Fiscal  2000"),  respectively.  The increase in revenues for the three and six
month periods ended September 30, 2000 resulted primarily from increases in unit
sales of audio products and microwave ovens,  partially offset by a reduction in
unit sales of the Digital  Versatile  Disc (DVD) product  line.  The increase in
audio and microwave product sales was primarily attributable to the introduction
of new audio products,  combined with customers ordering products earlier in the
year.  The Company  anticipates  that revenues for the December  quarter will be
comparable to prior years revenues in the same period.

<PAGE>

     The  Company  reports  royalty  and  commission  revenues  earned  from its
licensing  arrangements,  covering various products and territories,  in lieu of
reporting the full dollar value of such sales and  associated  costs.  Effective
January 1, 2001 the Company's Video license agreement  previously held by Daewoo
Electronics  Co. Ltd. will be replaced and expanded  with the agreement  entered
into on October 17, 2000 with Funai Corporation.

     Cost of Sales Cost of Sales, as a percentage of net revenues, was 87.0% and
87.1% for the three and six month periods  ended  September 30, 2000 as compared
to 89.0% and 88.6%  for the same  periods  in  Fiscal  2000,  respectively.  The
decrease  in  the  cost  of  sales  as  a  percentage  of  sales  was  primarily
attributable to a change in the product mix.

     Other Operating Costs and Expenses Other operating costs and expenses, as a
percentage of net revenues for the three and six month  periods ended  September
30, 2000 were 0.9% and 1.5% as compared to 1.6% and 1.7% for the same periods in
Fiscal 2000.  The decrease in other  operating  costs and expenses was primarily
attributable to the effect of a higher sales base.

     Selling,   General  and  Administrative   Expenses  ("S,G&A")  S,G&A  as  a
percentage of net revenues  decreased from 6.4% to 5.5% and 7.5% to 5.6% for the
three and six months ended September 30, 2000, as compared to the same period in
Fiscal 2000, respectively. The decrease in S,G&A as a percentage of net revenues
was  primarily  attributable  to the effect of a higher sales base.  In absolute
terms,  S,G&A  increased  by $1.9 million and $2.7 million for the three and six
months ended  September 30, 2000.  The increase in absolute  terms for the three
and six month periods ended  September 30, 2000 was the result of an increase in
advertising and compensation costs, partially offset by a decrease in litigation
costs.

     Equity In Earnings  (Loss) Of  Unconsolidated  Affiliate The investment in,
and results of operations of the  unconsolidated  affiliate are accounted for by
the equity method. As of the date of this filing, the  unconsolidated  affiliate
has not reported its results of operations for the fiscal year ending  September
30, 2000.  Accordingly,  the Company  recorded a best estimate for the equity in
earnings (loss) of the affiliate for the quarter ended September 30, 2000, which
was  recorded on the selling,  general &  administrative  line of the  Company's
Consolidated Statement of Operations. Only amortization of goodwill was recorded
separately in the quarter ending  September 30, 2000.  Earnings of the Company's
affiliate  amounted to losses of $51,000 and $208,000 in the three and six month
periods  ended  September 30, 2000 as compared to income of $42,000 and $501,000
for the same periods in Fiscal 2000,  respectively.  See "Note 7 - Investment in
Sport Supply Group, Inc.".

     Interest  Expense,  net Net  interest  expense  decreased  by $134,000  and
$190,000 in the three and six month periods ended September 30, 2000 as compared
to the same periods in Fiscal 2000, respectively.  The decrease was attributable
to a decrease  in short term  average  borrowings,  and an  increase in interest
income, partially offset by higher borrowing costs.

<PAGE>

     Provision for income taxes Provision for income taxes,  which are primarily
attributable  to the  Company's  international  operations,  was $743,000 and $1
million for the three and six month periods ended September 30, 2000 as compared
to $250,000 and $259,000 for the same periods in Fiscal 2000, respectively.

     Net Income As a result of the foregoing factors,  the Company generated net
income of $5.1  million  and $8.2  million  for the three and six month  periods
ended  September  30,  2000,  as compared to net  earnings of $855,000  and $1.3
million for the same periods in Fiscal 2000, respectively.

Liquidity and Capital Resources

     Net cash  provided by operating  activities  was $11.1  million for the six
months ended  September  30, 2000.  Cash was provided  primarily by increases in
accounts  payable and the  profitability  of the Company and  decreases in other
receivables, which were partially offset by increases in accounts receivable and
inventory.

     Net cash  utilized by  investing  activities  was $1.3  million for the six
months ended  September 30, 2000.  Cash was utilized  primarily  for  additional
purchases of shares in its unconsolidated affiliate.

     Net cash used for financing  activities was $11.0 million primarily for the
purchase of the Company's stock for treasury and the repayment of borrowings.

     The Company  maintains two credit facilities with a Hong Kong based bank: a
$5.0 million letter of credit facility and a $35 million  back-to-back letter of
credit facility with seasonal  over-advances.  At September 30, 2000,  there was
$4.7 million and $16.4 million,  respectively,  of letters of credit outstanding
under these facilities.

     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.

     As of  September  30,  2000 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 three or six months ended September
30, 2000. 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.



<PAGE>

Recent Pronouncements of the Financial Accounting Standards Board

     During the second quarter of 1998 the Financial  Accounting Standards Board
(FASB)  issued  Statement  of  Financial  Accounting  Standards  (SFAS) No. 133,
"Accounting for Derivative  Instruments  and Hedging  Activities." In June 1999,
the FASB issued SFAS No. 137 which  deferred the effective  date of SFAS No. 133
by one year.  SFAS No. 133 will be effective for the Company for Fiscal 2002 and
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  This new standard 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.


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", "believe", "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 55% and
21% of Fiscal 2000 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 ability of the Company to comply with the  restrictions  imposed  upon it by
its  outstanding  indebtedness;  and (v) general  economic  conditions and other
risks  detailed in the Company's  annual report on Form 10-K for the fiscal year
ended March 31, 2000 and other  reports filed with the  Securities  and Exchange
Commission.  Due to these uncertainties and risks,  readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not material.

<PAGE>

                           PART II OTHER INFORMATION


ITEM 1.  Legal Proceedings.


     For  further  information  on  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, and on Form 8-K dated May 25, 2000.

ITEM 2.  Changes in Securities and Use of Proceeds.

None


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)(z) License  Agreement  effective  as  of  January 1, 2001  by  and
                 between Funai Corporation and Emerson Radio Corp.*

          (27)   Financial Data Schedule for quarter ended September 30,  2000.*

          (b)    Reports on  Form 8-K - During  the  three  month  period  ended
                 September 30, 2000, no Form 8-K was filed.
____________________________
*Filed herewith.

<PAGE>


                                   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:    November 13, 2000                  /s/ Geoffrey P. Jurick
                                                Geoffrey P. Jurick Chairman,
                                                Chief Executive Officer and
                                                President



Date:    November 13, 2000                  /s/ John P. Walker
                                                John P. Walker
                                                Executive Vice President and
                                                Chief Financial Officer