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               June 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 August 3,
2000: 31,200,082.

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<PAGE>
<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                 (In thousands, except earnings per share data)

<CAPTION>

                                                                         Three Months Ended

                                                              ----------------------------------------
                                                                 June 30,               July 2,
                                                                   2000                  1999
                                                              ------------------    -----------------

<S>                                                              <C>                    <C>
Net revenues                                                     $ 81,827               $ 43,447

Costs and expenses:

   Cost of sales                                                   71,410                 38,271
   Other operating costs and expenses                               1,730                    773
   Selling, general & administrative
     expenses                                                       4,689                  3,864
                                                                 -----------------     -----------------
                                                                   77,829                 42,908
                                                                 -----------------     -----------------

Operating income                                                    3,998                    539

Equity in (loss) earnings of
     affiliate                                                       (157)                    459
Interest expense, net                                                (518)                   (574)
                                                                ------------------     -----------------

Income before income taxes                                          3,323                     424

Provision for income taxes                                            278                       9
                                                                ------------------     -----------------

Net income                                                       $  3,045               $     415
                                                                ==================     =================

Net income per common share

             Basic                                               $    .07               $    .01
                                                                ==================     =================
             Diluted                                             $    .06               $    .01
                                                                ==================     =================

Weighted average number of  common
   shares outstanding

             Basic                                                 43,853                 47,828
                                                                ==================     =================
             Diluted                                               50,037                 55,197
                                                                ==================     =================


</TABLE>

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


<PAGE>
<TABLE>


                      EMERSON RADIO CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)

<CAPTION>
                                                                                           June 30,             March 31,
                                                                                             2000                  2000
                                                                                      -------------------    -----------------
                                                                                      (Unaudited)

                                           ASSETS

         Current Assets:
<S>                                                                                     <C>                  <C>
           Cash and cash equivalents                                                    $  7,132             $  8,539
           Available for sale securities                                                      17                   37
           Accounts receivable (less allowances of
              $4,021 and $3,977, respectively)                                             3,433                4,756
           Other receivables                                                               1,701                4,027
           Inventories                                                                    15,412               14,384
           Prepaid expenses and other current assets                                       1,820                2,653
                                                                                      -------------------    -----------------
              Total current assets                                                        29,515               34,396

         Property and equipment - (net of
             accumulated depreciation and amortization
             of $3,515 and $3,402, respectively)                                             988                1,034
         Investment in affiliates and joint venture                                       20,920               20,277
         Other assets                                                                      2,122                2,289
                                                                                      -------------------    -----------------
              Total Assets                                                              $ 53,545             $ 57,996
                                                                                      ===================    =================

                            LIABILITIES AND SHAREHOLDER'S EQUITY
         Current Liabilities:

           Notes payable                                                                $  2,209             $  2,914
           Current maturities of long-term debt                                               93                   97
           Accounts payable and other current
             liabilities                                                                  15,137               16,499
           Accrued sales returns                                                           5,363                4,897
           Income taxes payable                                                              395                  135
                                                                                      -------------------    -----------------
              Total current liabilities                                                   23,197               24,542

         Long-term debt, less current maturities                                          20,750               20,750
         Other non-current liabilities                                                        99                  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; 39,377,615 and 46,477,615 shares
             outstanding                                                                     513                  513
           Capital in excess of par value                                                113,289              113,289
           Cumulative translation adjustment                                                 (77)                 (76)
           Unrealized loss on marketable securities                                          (20)                --
           Accumulated deficit                                                           (98,413)            (101,445)
           Treasury stock, at cost 11,954,000 and
             4,854,000 shares, respectively                                               (9,103)              (3,028)
                                                                                      -------------------    -----------------
              Total shareholders' equity                                                   9,499               12,563
                                                                                      -------------------    -----------------
              Total Liabilities and Shareholders' Equity                                $ 53,545             $ 57,996
                                                                                      ===================    =================


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

</TABLE>

<TABLE>

<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (In thousands)

                                                                                                   Three Months Ended

                                                                                          -------------------------------------
                                                                                             June 30,              July 2,
                                                                                               2000                 1999
                                                                                          ----------------     ----------------

      Cash Flows from Operating Activities:

<S>                                                                                       <C>                 <C>
        Net cash provided (used) by operating
          activities                                                                      $ 6,308              $(1,805)
                                                                                          ----------------     ----------------

      Cash Flows from Investing Activities:

        Investment in Affiliate                                                              (802)                  --
        Other                                                                                ( 87)                (385)
                                                                                          ----------------     ----------------
        Net cash used by investing activities                                                (889)                (385)

      Cash Flows from Financing Activities:

        Purchase of Common Stock                                                           (6,075)                 --
        Net (borrowings)repayments under Line of Credit                                    (  705)                 609
        Other                                                                              (   46)                ( 50)
                                                                                          ----------------     ----------------
        Net cash (used) provided by financing
          activities                                                                       (6,826)                 559

      Net decrease in cash and cash
          equivalents                                                                      (1,407)              (1,631)
      Cash and cash equivalents at beginning
          of year                                                                           8,539                3,100
                                                                                          ----------------     ----------------

      Cash and cash equivalents at end of period                                           $7,132               $1,469
                                                                                          ================     ================


 The accompanying notes are an integral part of the interim consolidated financial statements.
</TABLE>

<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 June 30, 2000
     and the results of operations for the quarters ended June 30, 2000 and July
     2, 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 quarter ended June 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 months ended June 30, 2000
and July 2, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                                                Three Months Ended

                                                                      ---------------------------------------
<S>                                                                     <C>                    <C>
                                                                        June 30,               July 2,
                                                                          2000                  1999
                                                                      ----------------     ------------------

     Net income                                                       $ 3,045              $  415
     Currency translation adjustment                                       (1)                 --
     Unrealized losses on securities, net                                 (20)               (248)
                                                                      ----------------     ------------------

     Comprehensive income                                             $ 3,024              $  167
                                                                      ================     ==================

</TABLE>

<TABLE>
<CAPTION>
     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):

                                                                                                         For the Three
                                                                                                         Months Ended

                                                                                        --------------------------------------------
                                                                                            June 30,                   July 2,
                                                                                             2000                       1999
                                                                                        -----------------         ------------------

           Numerator:

<S>                                                                                       <C>                          <C>
           Net income                                                                     $ 3,045                      $   415
           Less:  preferred stock dividends                                                    13                           26
                                                                                        ----------------------       ---------------
           Numerator for basic earnings per
               share - income available to
               common stockholders                                                          3,032                          389
           Add back to effect assumed conversions:
             Preferred stock dividends                                                         13                           26
                                                                                        ----------------------       ---------------
             Numerator for diluted earnings
                per share                                                               $   3,045                    $     415
                                                                                        ======================       ===============

           Denominator:
           Denominator for basic earnings
               per share - weighted average
               shares                                                                      43,853                       47,828
           Effect of dilutive securities:
             Preferred shares                                                               6,184                        7,369
                                                                                        ----------------------       ---------------
           Denominator for diluted earnings
               per share - adjusted weighted
               average shares and assumed
               conversions                                                                 50,037                       55,197
                                                                                        ======================       ===============
           Basic earnings per share                                                     $     .07                    $     .01
                                                                                        ======================       ===============
           Diluted earnings per share                                                   $     .06                    $     .01
                                                                                        ======================       ===============

</TABLE>

     NOTE 4- CAPITAL STRUCTURE

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

     During  the  quarters  ended  June 30,  2000 and July 2, 1999 there were no
conversions of Series A Preferred Stock. If all existing  outstanding  preferred
shares were  converted at June 30, 2000,  approximately  6.2 million  additional
common  shares would be issuable.  The dividend  rates on the Series A Preferred
Stock at June 30, 2000 and July 2, 1999 were 1.4% and 2.8%,  with  $951,000  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 June 30, 2000,  the Company had  outstanding  approximately  1.4 million
options with  exercise  prices  ranging from $1.00 to $1.10.  Approximately  1.5
million  outstanding  warrants are convertible into an equal number of shares of
common stock at conversion prices ranging from $1.30 to $4.00.

     The Company  also has  outstanding  approximately  $20.8  million of Senior
Subordinated Convertible Debentures due in 2002. See "Note 9 - Long Term Debt".

     NOTE 5 - INCOME TAXES

     Income tax  provisions  for the  quarterly  periods ended June 30, 2000 and
July 2, 1999 primarily consisted of taxes related to international operations.

     As of  March  31,  2000  the  Company  had a  federal  net  operating  loss
carryforward 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 - 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.


<PAGE>

         The following is a summary of  available-for-sale  equity securities at
June 30, 2000 and March 31, 2000 (in thousands):

<TABLE>
<CAPTION>

                                                                Gross                Gross                                 Estimated
                                                             Unrealized           Unrealized              Gross               Fair

                                            Cost                Gains               Losses                Losses             Value
                                        -------------     ------------------    --------------------     -------------    ----------

<S>       <C>                           <C>                      <C>               <C>                   <C>                <C>
     June 30, 2000                      $    37                  $--               $    20               $  --              $   17
     March 31, 2000                          37                   --                    --                  --                  37

</TABLE>


NOTE 8 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     The Company owns 2,555,000 (35% of the outstanding)  shares of common stock
of Sport Supply Group,  Inc.  ("SSG") at a total cost of  $17,371,000,  of which
2,269,500 shares were purchased in 1996. 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.  If the  Company  exercises  all  of the  SSG  Warrants,  it  will
beneficially own  approximately  43% 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 SSG provides various
managerial and administrative services to the Company for a fee.

     The  investment  in, and results of operations of, SSG are accounted for by
the  equity  method.  The  Company's  investment  in SSG  includes  goodwill  of
$7,355,000  which is being  amortized on a straight line basis over 40 years. At
June 30, 2000, the aggregate  market value quoted on the New York Stock Exchange
of SSG  common  shares  equivalent  in  number  to those  owned by  Emerson  was
approximately $12 million.  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 Ended             For the 3 Months 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 9 - LONG-TERM DEBT

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

<TABLE>
<CAPTION>

                                                                      June 30,             March 31,
                                                                        2000                  2000
                                                                  -----------------     -----------------

     8 1/2% Senior Subordinated Convertible

<S>                   <C>                                         <C>                   <C>
       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
                                                                  =================     =================

</TABLE>

         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 103% 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 10 - LEGAL PROCEEDINGS

         The  Company is  involved  in 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.

     Note 11 - SUBSEQUENT EVENT

         On July 31, 2000 the Company purchased  8,177,533 shares of outstanding
     Common  Stock  for  approximately  $4.1  million.   The  Company  used cash
     generated from operations and required no additional borrowings to complete
     the transaction.

<PAGE>

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 month period ended
June 30, 2000  increased  $38.4  million  (88.3%) as compared to the same period
ended July 2,  1999.  The  increase  in net  revenues  resulted  primarily  from
increased  unit sales of audio  product and  microwave  oven  product  category,
partially  offset by a decrease  in unit sales of the  Digital  Video Disc (DVD)
product line. The increase in audio products was primarily  attributable  to the
introduction of new audio products,  combined with customers  ordering  products
earlier  in the  year.  Revenues  earned  from  the  licensing  of the  "[OBJECT
OMITTED]" trademark were $1,233,000 and $704,000 in the three month period ended
June 30, 2000 and July 2,1999,  respectively.  The increase in licensing revenue
is primarily attributable to the License Agreement with Daewoo.

     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.

     Cost of Sales Cost of Sales, as a percentage of  consolidated  net revenues
was 87.3% for the three  months ended June 30, 2000 as compared to 88.1% for the
same period in Fiscal 2000. The decrease in the cost of sales as a percentage of
sales was primarily  attributable to a change in the product mix and an increase
in license revenues.

     Other  Operating  Costs and Expenses Other operating costs and expenses for
the three  month  period  ended June 30,  2000 as compared to the same period in
Fiscal  2000  increased  from  1.8%  to 2.1% of net  revenues  primarily  due to
increased activity with its return to vendor programs.

     Selling, General and Administrative Expenses ("S,G&A") S,G&A decreased from
8.9% of net  revenues  for the three  months  ended July 2, 1999 to 5.7% for the
same period in Fiscal 2001. The decrease in S,G&A was primarily  attributable to
the effect of a higher sales base.

     Equity In (Loss)  Earnings Of  Unconsolidated  Affiliate  The Company's 35%
share in the  earnings of an  affiliate  amounted to a loss of $157,000  for the
three month  period  ended June 30, 2000 as compared to earnings of $459,000 for
the same period in the prior year.

     Interest Expense Interest expense decreased from $574,000 in Fiscal 2000 to
$518,000 in Fiscal 2001 primarily due to reduced average borrowings,  which were
primarily offset by higher borrowing costs.

     Provision for Income Taxes  Provision for income taxes was $278,000 for the
three month period ended June 30, 2000 as compared to $9,000 for the same period
in the same period in Fiscal 2000.

<PAGE>

     Net Income As a result of the foregoing  factors,  the Company recorded net
income of  $3,045,000  for the three months ended June 30, 2000,  as compared to
$415,000 for the three months ended July 2, 1999.

     Liquidity and Capital Resources

     Net cash  provided by operating  activities  was $6.3 million for the three
months ended June 30, 2000.  Cash was  primarily  provided by an increase in the
profitability  of the Company,  a reduction  of accounts and other  receivables,
partially  offset by an increase in inventory and a decrease in accounts payable
and other current liabilities.

     Net cash utilized by investing activities was $889,000 for the three months
ended June 30, 2000.  Cash was utilized  primarily for  additional  purchases of
shares in its unconsolidated affiliate.

     Net cash used for financing  activities  was  $6,826,000  primarily for the
purchase of the Company's stock for treasury and the repayment of borrowing.

     The Company  maintains two credit facilities with a Hong Kong based bank: a
$3.5 million letter of credit facility and a $20 million  back-to-back letter of
credit facility with seasonal  over-advances.  At June 30, 2000,  there was $3.5
million and $27.5 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 June 30, 2000,  the Company had no material  commitments  for capital
expenditures. See Note 11 - Subsequent Event regarding cash commitment and stock
purchase made subsequent to June 30, 2000.

Inflation and Foreign Currency

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations  during the first  quarter of Fiscal 2001.  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.

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 2001 and
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
<PAGE>

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", "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  outcome of  litigation;  (v) the  ability of the Company to comply with the
restrictions imposed upon it by its outstanding  indebtedness;  and (vi) general
economic conditions. 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.


                           PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings.

         The   circumstances    surrounding   the   termination of Eugene Davis'
employment were the subject of two  proceedings  filed on September 30, 1997 and
October 2, 1997,  in  the Superior  Court of  the  State of New Jersey.  Emerson
modifies   its  disclosure  about   the  circumstances  surrounding   Mr. Davis'
termination and this litigation to state that Emerson and Mr. Davis have settled
this  litigation  based on their  mutual  determination  that it was in the best
interest  of the parties to terminate their business relationship.

        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.

<PAGE>

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:

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

         (b) Reports  on Form 8-K - Current  report  on Form 8-K,  dated May 25,
             2000,   reporting  the  settlement  of  certain  of  the  Company's
             outstanding litigation.

----------------------------
*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:        August 14, 2000          /s/ Geoffrey P. Jurick
                                           ----------------------
                                           Geoffrey P. Jurick
                                           Chairman, Chief Executive Officer and
                                           President

     Date:        August 14, 2000          /s/ John P. Walker
                                           ------------------
                                           John P. Walker
                                           Executive Vice President and
                                           Chief Financial Officer