SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              FORM 10-Q (Mark One)

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

For the quarterly period ended       December 31, 1999
                            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 January 28,
2000: 47,828,215.










                         PART I - FINANCIAL INFORMATION

<PAGE>



Item 1.  Financial Statements

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

                                                               Three Months Ended                          Nine Months Ended
                                                      --------------------------------------    ------------------------------------
                                                       December 31,           January 1,         December 31,            January 1,
                                                           1999                  1999                1999                   1999
                                                      ------------------     ---------------    ------------------    --------------

<S>                                                        <C>                    <C>                <C>                   <C>
Net revenues                                               $ 61,319               $ 31,588           $160,297              $137,476

Costs and expenses:

   Cost of sales                                             52,987                 26,949            140,667               121,110
   Other operating costs and expenses                         1,303                    990              2,953                 3,153
   Selling, general & administrative
      expenses                                                4,877                  2,527             12,304                10,024
                                                           ------------------     ---------------    ------------------    ---------
                                                             59,167                 30,466            155,924               134,287
                                                           ------------------     ---------------    ------------------    ---------

Operating income                                              2,152                  1,122              4,373                 3,189

Equity in earnings (loss) of
      Affiliate                                                (425)                  (196)                76                   595
Write-down of investment                                        --                     --                 --                   (370)
Interest expense, net                                          (563)                  (620)            (1,756)               (1,740)
                                                           ------------------     ---------------    ------------------    ---------

Income before income taxes                                    1,164                    306              2,693                 1,674

Provision (benefit) for income     taxes
                                                                 37                     (4)               296                    17

                                                           ------------------     ---------------    ------------------    ---------
Net income                                                 $  1,127               $    310           $  2,397              $  1,657

Net income per common share
   Basic                                                   $    .02               $    .01           $    .05              $    .02
   Diluted                                                 $    .02               $    .01           $    .04              $    .02

Weighted average number of
   common shares outstanding
   Basic                                                     47,828                 48,601            47,828                 49,935
   Diluted                                                   55,609                 59,010            55,615                 62,157


====================================================================================================================================
</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>

                                                                         December 31,    April 2,
                                                                            1999          1999___
                                    ASSETS
         (Unaudited)
         Current Assets:
<S>                                                                      <C>             <C>
           Cash and cash equivalents                                     $   3,331       $  3,100
           Available for sale securities (net of fair
              value adjustment of $1,578 and $1,298,
              respectively)                                                    458            738

           Accounts receivable (less allowances of
             $5,016 and $3,907, respectively)                                7,640          5,143
           Other receivables                                                 6,309          6,782
           Inventories                                                      14,300         11,608
           Prepaid expenses and other current assets                         2,967          2,839
                                                                           --------       --------
             Total current assets                                           35,005         30,210

         Property and equipment - (net of
           accumulated depreciation and amortization
           of $3,160 and $2,777, respectively)                               1,230          1,211
         Investment in Affiliate and Joint Venture                          19,387         19,525
         Other assets                                                        2,602          3,449
                                                                           --------       --------
             Total Assets                                                 $ 58,224       $ 54,395
                                                                           ========       ========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
         Current Liabilities:
           Notes payable                                                 $      --       $  2,216
           Current maturities of long-term debt                                 73             50
           Accounts payable and other current
             liabilities                                                    18,840         16,759
           Accrued sales returns                                             5,234          3,926
           Income taxes payable                                              1,033            400
                                                                           -------       --------
             Total current liabilities                                      25,180         23,351

         Long-term debt, less current maturities                            20,750         20,750
         Other non-current liabilities                                          92             97

         Shareholders' Equity:
           Preferred shares - 10,000,000
             shares authorized, 3,677 and 3,714
             shares issued and outstanding, respectively                     3,309          3,343
           Common shares - $.01 par value, 75,000,000
             shares authorized, 51,331,615 shares issued;
             47,828,215 shares outstanding                                     513            513
           Capital in excess of par value                                  113,284        113,288
           Cumulative translation adjustment                                   (76)           (78)
           Unrealized loss on marketable securities                           (280)            --
           Accumulated deficit                                            (102,641)      (104,962)
           Treasury stock, at cost 3,503,400 shares                         (1,907)        (1,907)
                                                                           --------     ----------
           Total shareholders' equity                                       12,202         10,197
                                                                          --------     ----------
           Total Liabilities and Shareholders' Equity                     $ 58,224     $   54,395
                                                                          ========     ==========
</TABLE>

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

<PAGE>

<TABLE>

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

<CAPTION>

                                                                              Nine Months Ended
                                                                         December 31,      January 1,
                                                                            1999              1999
Cash Flows from Operating Activities:

<S>                                                                     <C>               <C>
  Net cash provided by operating
    activities                                                          $   3,175         $   7,037
                                                                                                  -

Cash Flows from Investing Activities:

  Net cash used by investing
    activities                                                               (682)           (2,036)

Cash Flows from Financing Activities:

    Net cash used by financing
    activities                                                             (2,262)           (2,020)
                                                                          --------           --------

         Net increase in cash and cash
  equivalents                                                                 231             2,981

Cash and cash equivalents at beginning
  of period                                                                 3,100             1,208
                                                                          --------           -------


Cash and cash equivalents at end of period                               $  3,331           $ 4,189
                                                                         ========            =======


Supplemental disclosure of cash flow information:

  Interest paid                                                          $  1,622           $ 1,718
                                                                         ========           =======

  Income taxes paid                                                      $      2           $     0
                                                                         ========           =======

</TABLE>

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  December  31, 1999 and the
results of operations  for the three and nine month  periods ended  December 31,
1999  and  January  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 April 2, 1999 ("Fiscal 1999"),  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 nine month periods ended
December 31, 1999 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, 2000 ("Fiscal 2000").

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

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



<PAGE>

NOTE 2 - COMPREHENSIVE INCOME

         The Company's total  comprehensive  income for the three and nine month
periods  ended  December  31,  1999  and  January  1,  1999 are as  follows  (in
thousands):

<TABLE>
<CAPTION>

                                                                        Three Months Ended                     Nine Months Ended
                                                                 ---------------------------------      ----------------------------
                                                                  December           January            December         January
                                                                  31,1999            1,1999              31,1999         1,1999
                                                                 ---------------    --------------      --------------    ----------

<S>                                                              <C>                <C>                 <C>               <C>
Net income                                                       $ 1,127            $  310              $2,397            $1,657
Currency translation adjustment                                       (2)               --                   2                --
Unrealized gain (loss)on securities, net
                                                                      87              (120)               (280)             (890)
                                                                 ---------------    --------------      --------------    ----------

Comprehensive income                                             $ 1,212            $  190              $2,119            $  767
                                                                 ===============    ==============      ==============    ==========

</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>

                                                               Three Months Ended                       Nine Months Ended
                                                    -----------------------------------------    ----------------------------------
                                                       December 31,           January 1,            December 31,          January 1,
                                                           1999                 1999                   1999                   1999
                                                    ------------------     ------------------    ------------------  ---------------

Numerator:
<S>                                                     <C>                    <C>                   <C>                   <C>
Net income                                              $   1,127              $   310               $   2,397             $ 1,657
Less:  preferred stock dividends                               26                   39                      78                 539
                                                    ------------------     ------------------    ------------------    -------------
Numerator for basic earnings per
    share - income available to
    common stockholders                                     1,101                  271                   2,319               1,118
Add back to effect assumed conversions:
  Preferred stock dividends                                    26                   39                      78                 132
                                                    ------------------     ------------------    ------------------    -------------
  Numerator for diluted earnings
    per share                                           $   1,127              $   310                $  2,397             $ 1,250
                                                    ==================     ==================    ==================    =============

Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                                 47,828               48,601                  47,828              49,935
Effect of dilutive securities:
  Preferred shares                                          7,781               10,409                   7,787              12,222
                                                    ==================    ==================     ==================    =============
Denominator for diluted earnings
    per share - weighted average
    shares and assumed conversions                         55,609               59,010                  55,615              62,157
                                                    ==================     ==================   ==================    ==============
Basic earnings per share                                $     .02              $   .01               $     .05             $   .02
                                                    ==================     ==================    ==================    =============
Diluted earnings per share                              $     .02              $   .01               $     .04             $   .02
                                                    ==================     ==================    ==================    =============

</TABLE>



NOTE 4 - CAPITAL STRUCTURE

          The  outstanding  capital  stock of the Company at  December  31, 1999
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 December 31, 1999, the Company repurchased 37
shares of its  Series A  Preferred  Stock.  There  were no  repurchases  for the
quarter ended January 1, 1999. If all existing outstanding preferred shares were
converted at December  31, 1999,  approximately  7.8 million  additional  common
shares would be issuable.  The dividend rates on the Series A Preferred Stock at
December  31, 1999 and  January 1, 1999 were 2.8% and 4.2%,  with  $905,000  and
$801,000 of dividends in arrears,  respectively.  The dividend  rate declines by
1.4% each succeeding fiscal year until March 31, 2001, when no further dividends
are payable.

          At December 31, 1999, the Company had  outstanding  approximately  1.4
million options with exercise prices ranging from $1.00 to $1.10.  Approximately
987,000  outstanding  warrants are convertible into an equal number of shares of
common stock 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 9 - Long Term Debt".

NOTE 5 - INCOME TAXES

          Income tax  provisions  for the quarterly  periods ended  December 31,
1999 and January 1, 1999 relate to its international operations. For the quarter
ended December 31, 1999 a provision of $656,000 was recorded which was offset by
a tax credit of $619,000,  as a result of a favorable court ruling pertaining to
a foreign subsidiary. See "Note 10 - Legal Proceedings".

          The Company does not recognize tax benefits for losses incurred by its
domestic operations.

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
December 31, 1999 and April 2, 1999 (in thousands):

<TABLE>
<CAPTION>

                                                               Gross                  Gross               Estimated
                                                            Unrealized             Unrealized                Fair
                                           Cost                Gains                 Losses                 Value
                                       -------------     ------------------    --------------------    -----------------
<S>        <C>                            <C>                   <C>               <C>                        <C>
 Equity Securities:
  December 31,1999                        $2,036                $--               $1,578                     $458

  April 2,1999                             2,036                 --                1,298                      738

</TABLE>

NOTE 8 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

         The  Company  owns  2,269,500  (approximately  31% of the  outstanding)
shares of common stock of Sport Supply Group,  Inc. ("SSG") that it purchased in
1996 at an aggregate cost of $15,728,000.  In addition,  the Company acquired in
1996 for $500,000, warrants to purchase an additional 1 million shares of SSG at
$7.50  per share  ("SSG  Warrants").  If the  Company  exercises  all of the SSG
Warrants,  it will  beneficially own approximately 40% of the SSG common shares.
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.

         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
$6,530,000  which is being  amortized on a straight line basis over 40 years. At
December  31,  1999,  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 $15.6 million. Summarized financial information derived from SSG's
financial  reports to the Securities and Exchange  Commission was as follows (in
thousands):

<TABLE>
<CAPTION>

                                                                 December 31, 1999                     April 2, 1999
                                                              ------------------------            -----------------------
                                                                  (Unaudited)                             (Unaudited)

<S>                                                              <C>                                       <C>
       Current assets                                            $  49,110                                 $ 44,322
       Property, plant and equipment and other assets
                                                                    29,521                                   30,252
       Current liabilities                                          15,184                                   14,966
       Long-term debt                                               22,541                                   19,045
       Stockholders' Equity                                         40,906                                   40,563


                                                              -----------------------------      --------------------------
                                                                 For the 9 Months Ended             For the 9 Months Ended
                                                                   December 31, 1999                   January 1, 1999
                                                              -----------------------------      --------------------------

       Net sales                                                 $  75,756                                $  65,477
       Gross profit                                                 28,084                                   25,703
       Net income                                                    1,056                                    2,434

</TABLE>


<PAGE>


NOTE 9 - LONG TERM DEBT

          As of December 31, 1999 and April 2, 1999, long-term debt consisted of
the following (in thousands of dollars):

                                               December 31,            April 2,
                                                  1999                 1999___
8 1/2% Senior Subordinated Convertible
  Debentures Due 2002                            $20,750               $20,750
Equipment notes and other                             73                    50
                                                 -------               -------
                                                  20,823                20,800
Less current obligations                              73                    50
                                                 -------               -------
   Long term debt                                $20,750               $20,750
                                                 =======               =======

          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.  Presently  the Company  may, at its option,  redeem the
Debentures  in whole  or in part 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 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 10 - LEGAL PROCEEDINGS

Tax Claim

          The Company's wholly owned subsidiary, Emerson Radio (Hong Kong) Ltd.,
received a favorable ruling from the Hong Kong Court of Final Appeals  regarding
a tax assessment levied by the Hong Kong Inland Revenue Department. Accordingly,
a tax credit of $619,000 has been  recorded in the Company's  financial  results
for the quarter ended December 31, 1999.

Swiss Proceedings, Involving Certain Directors

          In 1994, two creditors of Geoffrey P. Jurick, the Company's  Chairman,
Chief  Executive   Officer  and  President,   Petra  and  Donald  Stelling  (the
"Stellings"),  filed a complaint  with the Swiss  Authorities  claiming that Mr.
Jurick,  Jerome H. Farnum and Peter G. Bunger, also directors of the Company had
engaged in improper activities in connection with the financing of the Company's
Plan of Reorganization. These allegations also had formed the basis for a number
of the claims  made by the  Creditors  which were  settled in 1996 in the United
States  District  Court for the District of New Jersey.  In December  1999,  the
Swiss Tribunal dismissed all charges against Messrs.  Jurick, Farnum and Bunger.
The Swiss  Tribunal did find,  however,  which finding is subject to appeal that
Messrs.  Jurick and Farnum had  engaged  in banking  operations  in  Switzerland
without  all  appropriate  licenses  and fined them  approximately  $12,500  and
$5,000, respectively.

<PAGE>

         The  Company is involved  in a number of other  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 2,  1999  and  Form 8-K  dated  December  16,1999.  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.


NOTE 11 - TERMINATION OF LETTER OF INTENT

         On August 3, 1999,  the Company and Geoffrey P. Jurick,  the  Company's
Chairman of the Board,  Chief  Executive  Officer and President,  entered into a
letter of intent  with  Oaktree  Capital  Management  Corp.  and  certain of its
affiliated  entities  ("Oaktree").  The  letter of intent  set forth a  proposed
series of transactions  which,  if  consummated,  would have resulted in: i) the
Company  selling  its  entire  ownership  in SSG to  Oaktree;  ii)  the  Company
purchasing  up to  $23  million  of  its  outstanding  common  stock  through  a
self-tender;  and iii) the  resolution  of  litigation  between  Mr.  Jurick and
certain of his creditors.  On December 2, 1999, Oaktree stated in an amended 13D
filing that it did not intend to consummate  the  transactions  described in the
letter of intent.


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  results for any subsequent  periods or for the year
ending  March 31,  2000.  The Company  expects its United  States  sales for the
quarter ending March 31, 2000 to increase as compared to the quarter ended April
2, 1999 due to increased product sales.

Results of Operations

                  Net Revenues  Consolidated net revenues for the three and nine
month periods ended December 31, 1999 increased  $29.7 million (94.1%) and $22.8
million  (16.6%) as compared to the same periods in Fiscal  1999,  respectively.
The increase in revenues for the three months ended  December  31,1999  resulted
primarily  from  increases in unit sales of  microwave  ovens,  audio  products,
digital video disc (DVD) products, and home office product categories, partially
offset by a reduction in unit sales in the home theater  category.  The increase
in revenues for the nine months ended December 31, 1999 resulted  primarily from
increases in unit sales of microwave ovens and DVD product  category,  partially
offset by a decrease in unit sales of audio and home theater products.

<PAGE>

         Revenues earned from the licensing of the "[OBJECT OMITTED]"  trademark
were  $939,000  and $2.5  million  in the three  and nine  month  periods  ended
December  31,  1999 as compared  to $1.0  million  and $2.6  million in the same
periods in Fiscal 1999, respectively. 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  86.4% and 87.8%  for the  three  and nine  month  periods  ended
December  31, 1999 as compared to 85.3% and 88.1% for the same periods in Fiscal
1999,  respectively.  The increase in the cost of sales as a percentage of sales
for the three  months ended  December 31, 1999,  as compared to the prior fiscal
year, was primarily attributable to a change in the product mix.

         Other  Operating  Costs and Expenses Other operating costs and expenses
for the three  month  period  ended  December  31,  1999 as compared to the same
period in Fiscal 1999 decreased  from 3.1% to 2.1% of revenues  primarily due to
reduced fees associated with its  return-to-vendor  program.  For the nine month
period ended December 31, 1999 as compared to the same period in the prior year,
other operating costs decreased from 2.3% to 1.8% of revenues due primarily to a
reduction in warranty related expenses.

         Selling,  General  and  Administrative  Expenses  ("S,G&A")  S,G&A as a
percentage of revenues was substantially  unchanged at 8.0% for the three months
ended  December  31,1999  as  compared  to the same  period in  Fiscal  1999 and
increased  from 7.3% to 7.7% for the nine month period ended  December 31, 1999.
In absolute  terms,  S,G&A  increased by $2.4 million for the three month period
ended  December 31, 1999,  and for the nine month period ended December 31, 1999
increased  by $2.3  million as compared to the same period in Fiscal  1999.  The
increase  of $2.4  million in S,G&A for the three  month  period  was  primarily
attributable  to  an  increase  in:  i)advertising  costs;  ii)  salaries;  iii)
professional  fees;  and iv) charges  related to bad debt.  The increase of $2.3
million in S,G&A for the nine  month  period was  primarily  attributable  to an
increase in i) advertising costs; ii) salaries; and iii) professional fees.

         Equity In Earnings Of  Unconsolidated  Affiliate The Company's share in
the  earnings of SSG amounted to a loss of $425,000 and income of $76,000 in the
three and nine month  periods  ended  December  31,1999 as compared to a loss of
$196,000  and income of $595,000  for the same periods in the prior fiscal year,
respectively.

         Interest Expense Interest expense decreased by $57,000 and increased by
$16,000 in the three and nine month periods ended  December 31, 1999 as compared
to the same periods in Fiscal 1999, respectively.  The decrease was attributable
to a  decrease  in  average  short term  borrowings  which more then  offset the
increase in the cost of  borrowings.  The decrease in short term  borrowings was
due to a decrease in working capital requirements.

         Net Income As a result of the foregoing factors,  the Company generated
net income of  $1,127,000  and  $2,397,000  for the three and nine month periods
ended  December 31, 1999, as compared to net earnings of $310,000 and $1,657,000
for the same periods in Fiscal 1999, respectively.

<PAGE>


Liquidity and Capital Resources

         Net cash provided by operating activities was $3.2 million for the nine
months  ended  December 31,  1999.  Cash was provided  primarily by increases in
accounts  payable,  income taxes payable and the  profitability  of the Company,
offset by an increase in accounts receivable and inventory.

         Net cash  utilized by  investing  activities  was $682,000 for the nine
months ended December 31, 1999.

         In the nine months ended  December 31, 1999,  the  Company's  financing
activities  utilized $2.3 million  primarily to repay the  borrowings  under the
Company's U.S. line of credit facility.

         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 $3.5  million  letter of credit  facility  and a $25 million
back-to-back  letter of credit facility.  At December 31, 1999, the $3.1 million
of the $3.5  million  letter of credit  facility  was fully  utilized  and $23.5
million was outstanding under the $25 million letter of credit facility.

         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 December  31, 1999 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 nine  months  ended
December  31,1999.  The  Company's  exposure to currency  fluctuations  has been
minimized by the use of U.S. dollar denominated purchase orders, and by sourcing
production  from  manufacturers  located in various Asian  countries.  Financial
turmoil  in the  South  American  economies  may have an  adverse  impact on the
Company's South American licensee.

Year 2000

         The Year 2000 issue is  primarily  the result of  computer  programs or
databases using a two-digit  format,  as opposed to four digits,  to represent a
calendar year. Prior to December  31,1999,  the Company completed a company-wide
study  and  testing  program  to  locate  and cure any Year  2000  issues in the
information systems on which it relies and in the products it offers for sale at
a cost of approximately $500,000.

         To date,  the Company has not  experienced  any  significant  Year 2000
related system failures nor, to our knowledge, have any of our suppliers, or the
products the company currently offers for sale or license.  The Company plans on
monitoring its information  systems for ongoing Year 2000  compliance;  however,

<PAGE>

there  can be no  assurance  that the  companies  with  which the  Company  does
business will not be adversely affected.

          Based on the  assessment  effort to date, the Company does not believe
that the Year 2000 issue will have a material  adverse  effect on its  financial
condition, results of operations, or cash flows.

Recent Pronouncements of the Financial Accounting Standards Board

          SFAS No.  133,  "Accounting  for  Derivative  Instruments  and Hedging
Activities,"   which  will  be  effective  for  the  Company  for  Fiscal  2001,
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 52% and
24% of Fiscal 1999 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.


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 December
          16,1999.

ITEM 2.   Changes in Securities and Use of Proceeds.

          In December 1999, the Company repurchased 37 shares of its outstanding
          Series A Preferred 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:

          (27) Financial Data Schedule for quarter ended December 31, 1999.*

          (b)  Reports on Form 8-K - Current  report on Form 8-K dated  December
               16, 1999,  reporting the retention by Sport Supply Group, Inc. of
               PaineWebber as its investment  banker and the decision by Oaktree
               not to exercise its option to purchase  the Sport  Supply  Group,
               Inc.      common      stock     held     by     the      Company.


----------------------------
*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:    January 28, 2000                   /s/Geoffrey P. Jurick
                                               _________________________
                                               Geoffrey P. Jurick
                                               Chairman, Chief Executive
                                               Officer and President



Date:    January 28, 2000                   /s/John P. Walker
                                               __________________________
                                               John P. Walker
                                               Executive Vice President and
                                               Chief Financial Officer