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

                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended    December 31, 1997

                            or

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

For the transition period from    to

Commission file number    0-25226

                            EMERSON RADIO CORP.
             (Exact name of registrant as specified in its charter)

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

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

                              (973)884-5800
           (Registrant's telephone number, including area code)


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

   Indicate  by  check  mark whether the registrant (1) has  filed  all  reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange  Act  of
1934  during  the  preceding  12 months (or for such  shorter  period  that  the
registrant was required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.         [X] Yes     [ ] No

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

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


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of common stock as of February  12,
1998:  50,491,786.
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

<CAPTION>
                                 Nine Months Ended     Three Months Ended
                                    December 31,          December 31,         
                                 1997       1996        1997       1996
                                                                   
<S>                              <C>        <C>         <C>        <C>
Net revenues . . . . . . . . .   $123,838   $151,284    $48,295    $49,628
                                                                
Costs and expenses:                                             
                                                                
   Cost of sales . . . . . . .    109,343    145,354     42,157     48,818    

Gross Profit . . . . . . . . .     14,495      5,930      6,138        810
                                                                
   Other operating costs and                                    
     expenses. . . . . . . . .      2,302      2,111        799        488
                                                                
   Selling, general &                                           
     administrative expenses .     11,364     14,698      4,210      4,993
                                                                
   Restructuring and other                                      
     nonrecurring charges. . .         52      2,811          0         77
                                                                
Operating Profit (loss). . . .        777    (13,690)     1,129     (4,748)
                                                                
Equity in Earnings (loss) of                                    
   Affiliate                        1,084          0         (5)         0
                                                                
Interest expense . . . . . . .      2,018      2,525        619        867
                                                                
Earnings (loss) before income                                   
   taxes . . . . . . . . . . .       (157)   (16,215)       505     (5,615)
                                                                
Provision for income taxes . .         53        194         12         28
                                                                
Net Earnings (loss). . . . . .   $   (210)  $(16,409)    $  493    $(5,643)
                                                                
Basic Earnings (loss) per     
   share . . . . . . . . . . .   $   (.01)  $   (.42)    $  .01   $   (.14)

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

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                            (In thousands of dollars)
<CAPTION>
                                                     Dec. 31,     March 31,
                                                       1997         1997
                                                    (Unaudited)
     ASSETS
     Current Assets:
      <S>                                            <C>          <C> 
      Cash and cash equivalents  . . . . . . . . .   $  2,912     $  2,640
       Accounts receivable (less allowances of
         $4,584 and $6,001, respectively) . . . . .     5,824       12,452
       Inventories  . . . . . . . . . . . . . . . .    13,036       13,329
       Prepaid expenses and other current assets  .     9,034        6,497
     
         Total current assets . . . . . . . . . . .    30,806       34,918
     
     Property and equipment - (at cost less
       accumulated depreciation and amortization
       of $3,526 and $3,521, respectively). . . . .     1,551        2,130
     Investment in unconsolidated affiliate . . . .    16,997       16,033
     Other assets . . . . . . . . . . . . . . . . .     5,145        5,687
     
         Total Assets . . . . . . . . . . . . . . .   $54,499     $ 58,768
     
     LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities:
       Notes payable  . . . . . . . . . . . . . . .   $   662     $  5,689
       Current maturities of long-term debt . . . .        89           85
       Accounts payable and other current
         liabilities  . . . . . . . . . . . . . . .    12,913       13,053
       Accrued sales returns  . . . . . . . . . . .     4,505        2,730
       Income taxes payable . . . . . . . . . . . .       120          103
     
         Total current liabilities  . . . . . . . .    18,289       21,660
     
     Long-term debt . . . . . . . . . . . . . . . .    20,778       20,856
     Other non-current liabilities  . . . . . . . .       190          223
     
     Shareholders' Equity:
     Preferred stock - $.01 par value, 10,000,000
       shares authorized, 5,887 and 10,000 shares
       issued and outstanding, respectively . . . .     5,298        9,000
     Common stock - $.01 par value, 75,000,000
       shares authorized, 49,226,529 and 40,335,642
       shares issued and outstanding, respectively.       492          403
     Capital in excess of par value . . . . . . . .   112,634      109,278
     Accumulated deficit  . . . . . . . . . . . . .  (103,380)    (102,843)
     Cumulative translation adjustment  . . . . . .       198          191
     
         Total shareholders' equity   . . . . . . .    15,242       16,029
     
         Total Liabilities and Shareholders' Equity   $54,499     $ 58,768

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

<TABLE>
                 EMERSON RADIO CORP. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                       (In thousands of dollars)
<CAPTION>
                                                   Nine Months Ended
                                                     December 31,
                                                    1997        1996
Cash Flows from Operating Activities:

  <S>                                              <C>        <C>
  Net cash provided by operating
     activities . . . . . . . . . . . . . . . .    $ 5,387    $ 11,317

Cash Flows from Investing Activities:

  Investment in unconsolidated company. . . . .          -   $(14,398)
  Additions to property and equipment . . . . .        (14)      (218)
  Other . . . . . . . . . . . . . . . . . . . .          -        112
  Net cash provided (used) by investing
     activities . . . . . . . . . . . . . . . .        (14)   (14,504)

Cash Flows from Financing Activities:

  Net repayments under line of credit
    facility . . . . . . . . . . . . . . . . .      (5,027)    (6,418)
  Other. . . . . . . . . . . . . . . . . . . .         (74)      (407)
  Net cash used by financing
    activities . . . . . . . . . . . . . . . .      (5,101)    (6,825)

Net increase (decrease) in cash and cash
  equivalents  . . . . . . . . . . . . . . . .         272    (10,012)
Cash and cash equivalents at beginning
  of year. . . . . . . . . . . . . . . . . . .       2,640     16,133

Cash and cash equivalents at end of period . .    $  2,912(a) $ 6,121(a)

Supplemental disclosure of cash flow information:

  Interest paid  . . . . . . . . . . . . . . .    $  1,622   $  2,532

  Income taxes paid  . . . . . . . . . . . . .    $     51   $     15

(a)   The  balances at December 31, 1997 and 1996 include $1.0 million and  $4.0
million,  respectively,  of  cash and cash equivalents  pledged  to  assure  the
availability of certain letter of credit facilities.

</TABLE>

The  accompanying  notes  are  an  integral part  of  the  interim  consolidated
financial statements.
     
                      EMERSON RADIO CORP. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)
NOTE 1 - BUSINESS

      These  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,  1997  and  the
results  of  operations for the three and nine month periods ended December  31,
1997 and 1996. 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 year ended
March 31, 1997, 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  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, 1997 are not necessarily indicative of the results of operations that may be
expected for the full year ending March 31, 1998.

NOTE 2 - EARNINGS (LOSS) PER SHARE
                                        
     In February 1997, the Financial Accounting Standards Board issued Statement
No.  128, "Earnings Per Share" ("FAS 128"), which requires companies to adopt  a
method  for  reporting basic and diluted earnings per share.  All  earnings  per
share  amounts for all periods have been presented and where necessary, restated
to conform to the Statement No. 128 requirements. The following table sets forth
the computation of basic earnings (loss) per share:

<TABLE>
                                        
                                 (In thousands, except per share amount)
<CAPTION>
                                 Nine Months Ended    Three Months Ended
                                    December 31,         December 31,          
                                  1997      1996        1997       1996
                                                                   
   <S>                           <C>       <C>          <C>       <C>
   Income (loss) . . . . . . .   $ (210)   $(16,409)    $ 493     $(5,643)
   Less:  Preferred Stock                              
    Dividends. . . . . . . . .      327         525        89         175
                                                                
   Income (loss) available to                                   
    Common Stockholders
    (numerator). . . . . . . .     (537)    (16,934)      404      (5,818)
                                                                
   Weighted average shares                                      
     (denominator) . . . . . .    43,463     40,281    47,394      40,295
   Basic earnings (loss) per   
     share . . . . . . . . . .   $  (.01)   $  (.42)  $   .01    $   (.14)

</TABLE>

Options and warrants to purchase approximately 1.1 million(a) and 670,000 shares
of  Common  Stock at $1.00 to $2.88 and $1.10 to $4.00 per share,  respectively,
were  outstanding  during  the period ending December  31,  1997  but  were  not
included in the computation of diluted earnings per share because their exercise
price  was  greater  than  the average market price of the  common  shares  and,
therefore, the effect would be anti-dilutive.

Convertible   preferred  stock  equivalent  to  15.8  million   common   shares,
Convertible  Senior  Subordinated Debentures equivalent to  5.2  million  common
shares  if  converted are excluded from the computation of diluted earnings  per
share as their effect would be anti-dilutive.

(a)   Excludes  600,000 options issued to Eugene I. Davis, a  former  executive,
subject to litigation as more fully explained in Note 8.
                                        
NOTE 3 - CAPITAL STRUCTURE

      In February 1997 the Financial Accounting Standards Board issued Statement
No.  129  "Disclosure  of  Information About Capital Structure"  which  requires
companies  to  adopt  a method for reporting an entity's capital  structure  and
relevant information in summary format.  The following disclosure sets forth the
required information.

      The Company maintains various securities at December 31, 1997 and December
31, 1996 that are summarized as follows.

PREFERRED CONVERTIBLE STOCK - The Company issued 10 million shares of  Series  A
Convertible  Preferred  Stock  in  conjunction  with  the  Company's  Plan    of
Reorganization  completed March 31, 1994.  The preferred shares are  convertible
to  common  shares  at any time beginning March 31, 1997 and through  March  31,
2002.  The conversion rate is equal to 80% of the average daily market price  of
the Company's common stock for the 60 consecutive days immediately preceding the
conversion date.

      During  the  three  and nine months ended December 31, 1997,  the  Company
issued  5.1  million and 8.9 million shares of common stock, respectively,  upon
conversion  of 2,129 and 4,113 shares of Series A Preferred Stock for  which  no
consideration was received by the Company. If all existing outstanding Preferred
shares  were  converted  at  December 31, 1997, 15.8 million  additional  common
shares would be issued. Dividends for the Preferred Stock accrue and are payable
quarterly at 7% up to March 31, 1997 then declining by 1.4% each succeeding year
until March 31, 2001 when no further dividends are payable. The dividend rate is
presently  5.6%.  As of December 31, 1998 $810,000 of dividends were in  arrears
of which $83,000 have since been paid.

       Preferred  shareholders  have  liquidation  rights  subordinated  to  the
Company's  Senior  Secured  Lender  and 8 1/2% Senior  Subordinated  Convertible
Debentures.

8  1/2% SENIOR SUBORDINATED CONVERTIBLE DEBENTURES - The Company has outstanding
$20.8 million of Senior Subordinated Convertible Debentures due in 2002 and  pay
interest quarterly.  The Debentures are redeemable, in whole or in part, at  the
Company's option at the following redemption price:

<TABLE>
                       AUGUST 15    REDEMPTION
                         (YEAR)       PRICE
       
                          <C>          <C>
                          1998         104%
                          1999         103%
                          2000         102%
                          2001         101%

</TABLE>

      Holders  may  redeem the Debentures at any time at a conversion  price  of
$3.9875   per share of common stock, subject to certain adjustments which  would
result  in  5.2 million additional common shares being issued. If  a  change  in
control of the Company occurs, subject to certain circumstances, debenture
holders can  require  the Company to offer to repurchase all outstanding
Debentures,  in whole or in part, at 100% for their principal amount plus
accrued interest.

      The  debentures  are  subordinated  to  all  existing  and  future  senior
indebtedness.

OPTIONS  AND WARRANTS - The Company has outstanding approximately 1.1 million(a)
options  with exercise prices ranging from $1.00 to $2.88.  If the options  were
exercised, the holders would have rights similar to common share holders.

(a)   Excludes  600,000 options issued to Eugene I. Davis, a  former  executive,
subject to litigation as more fully explained in Note 8.

      Outstanding  warrants total approximately 670,000 which have conversion
prices ranging from  $1.10  to  $4.00. If the warrants were exercised,
the holders  would  have rights similar to common share holders.

NOTE 4 - INCOME TAXES

      The  provision for income taxes for the three and nine month periods ended
December  31,  1997 and 1996 consist primarily of taxes related to international
operations.   The Company did not recognize tax benefits for losses incurred  by
its  domestic operations during the nine months ended December 31, 1997, nor was
a tax liability recorded for the net income earned during the three months ended
December 31, 1997.

NOTE 5 - INVENTORY

     Spare parts inventories, net of reserves, aggregating $1.2 million and $1.5
million  at December 31, 1997 and March 31, 1997, respectively, are included  in
"Prepaid expenses and other current assets."

NOTE 6 - INVESTMENT IN UNCONSOLIDATED AFFILIATE

      On  December 10, 1996, the Company purchased from Sport Supply Group, Inc.
("SSG")  1.6  million shares of newly issued common stock, $.01  par  value  per
share  (the  "SSG  Stock"), for aggregate consideration  of  $11.5  million,  or
approximately  $7.19  per  share. In addition, the  Company  purchased,  for  an
aggregate consideration of $500,000, five-year warrants (the "SSG Warrants")  to
acquire  an additional 1.0 million shares of SSG Stock at an exercise  price  of
$7.50  per share, subject to standard anti-dilution adjustments, pursuant  to  a
Warrant  Agreement.   Prior  to such purchase, the  Company  beneficially  owned
approximately  9.9%  of  the  outstanding  shares of  SSG  Stock  which  it  had
purchased  for  $4.2  million  in  open market  transactions.   Based  upon  the
Company's  purchase of the SSG Stock as set forth above, net of  the  effect  of
SSG's  open  market repurchases of stock through December 31, 1997, the  Company
owns  approximately 28% of the outstanding shares of SSG stock. If  the  Company
exercises  all  of the SSG Warrants, it will beneficially own approximately  36%
of  the outstanding SSG stock. In connection with such purchase, SSG
elected  the  Company's designees to become the majority of the members  of  its
Board  of Directors and certain of the Company's management is directly involved
in SSG's day-to-day operations.

     The investment in and results of operations of SSG are accounted for by the
equity  method.   SSG's  fiscal year end has been changed  from  October  31  to
September  30,  and the Company's equity in earnings (losses) of  SSG  is  being
recorded on a three-month delay basis.  The Company's investment in SSG includes
goodwill of $4.0 million which is being amortized on a straight line basis  over
40 years. Equity in earnings (loss) of SSG was $(5,000) and $1.1 million for the
three and nine month periods ended December 31, 1997.  At December 31, 1997, the
aggregate market value quoted on the New York Stock Exchange of Emerson's shares
of  the  SSG  Common Stock owned by the Company was approximately $16.8  million
excluding  the  value  of  the  SSG warrants. Summarized  financial  information
derived  from  SSG's audited financial statements filed with the Securities  and
Exchange Commission is as follows (in thousands):

<TABLE>
                                      AS OF SEPTEMBER 26, 1997

 <S>                                           <C>
 Current assets                                $31,114
 Property, plant and equipment                    
   and other assets                             19,370
 Current liabilities                             7,109
 Long-term debt                                  4,396

</TABLE>
        
<TABLE>
                                          
                                          FOR THE 11 MONTH
                                         FISCAL PERIOD ENDED
                                         SEPTEMBER 26, 1997

 <S>                                           <C>
 Net revenues                                  $79,109
 Gross Profit                                   31,404
 Earnings from continuing operations             3,552
 Loss from discontinued operations              (2,574)
 Net earnings                                        2

</TABLE>

NOTE 7 - LONG-TERM DEBT

<TABLE>
Long-term debt consists of the following:
(In thousands of dollars)
       
<CAPTION>
                                        Dec. 31,    March 31,
                                          1997        1997

<S>                                      <C>         <C>
8 1/2% Senior Subordinated Convertible
  Debentures Due 2002
  (the "Debentures"). . . . . . .        $20,750     $20,750
Other . . . . . . . . . . . . . .            117         191
                                          20,867      20,941
Less current obligations. . . . .             89          85
                                         $20,778     $20,856

</TABLE>

NOTE 8 - LEGAL PROCEEDINGS

     Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30  million  shares of the Company's Common Stock were issued to GSE  Multimedia
Technologies Corporation ("GSE"), Fidenas International Limited, L.L.C.  ("FIN")
and   Elision  International,  Inc.  ("Elision").  GSE,  FIN  and  Elision  (the
"Affiliated  Entities") are all affiliates of Geoffrey P. Jurick, the  Company's
Chairman of the Board, Chief Executive Officer and President.  On June 11, 1996,
a  Stipulation  of   Settlement  and  Order  (the "Settlement  Agreement")   was
executed,  which settles various legal proceedings in Switzerland,  the  Bahamas
and  the  United  States.  The Settlement Agreement provides  for,  among  other
things,   the payment by Mr. Jurick and his Affiliated Entities of $49.5 million
to   various   claimants  of  Mr.  Jurick  and  the  Affiliated  Entities   (the
"Creditors"), to be paid from the proceeds of the sale of certain  of  the  29.2
million  shares of Emerson common stock (the "Settlement Shares") owned  by  the
Affiliated  Entities.  In addition, Mr. Jurick is to be paid  the  sum  of  $3.5
million from the sale of the Settlement Shares. The Settlement Shares are to  be
sold  over an indeterminate period of time by a financial advisor, initially  TM
Capital  (the "Advisor").  The Advisor is continuing to formulate and  refine  a
marketing plan taking into consideration (i) the interests of Emerson's minority
stockholders,  and (ii) the goal of generating sufficient proceeds  to  pay  the
Creditors  and  Mr. Jurick as quickly as possible.  The Settlement  Shares  have
been  divided  into  two  pools.  The Pool A Shares currently  consist  of  15.3
million shares of Emerson's common stock. The Pool B Shares currently consist of
the  number  of  Emerson  shares with respect to which Mr.  Jurick  must  retain
beneficial ownership of voting power to avoid an event of default arising out of
a  change  of  control pursuant to the terms of the Company's Loan and  Security
agreement  with  a  U.S.  financial  institution  (the  "Lender")  and/or    the
Indenture   governing  the  Company's  8 1/2%  Senior  Subordinated  Convertible
Debentures  Due  2002 (the "Debentures"). Sales may be made  of  the  Settlement
Shares pursuant to a registered offering if the sales price is not less than 90%
of  the  average  of the three most recent closing prices (the "Average  Closing
Price"), or, other than in a registered offering, of up to 1% per quarter of the
Emerson common stock outstanding, if the sales price is not less than 90% of the
Average Closing Price.  Any other attempted sales are subject to the consent  of
the  Company,  Mr. Jurick, the Creditors, and, if necessary, the  United  States
District Court in Newark, New Jersey.

      All  of the Settlement Shares secure payment of the $49.5 million owed  to
the  Creditors on a first priority basis.  Any Creditor may apply to  the  Court
for  an  order to terminate the Settlement Agreement if  certain  events  occur.
Such   events   include, without limitation, delisting of the Settlement  Shares
from  a  national  securities  exchange or a  determination  that  there  is  no
reasonable prospect that the goals contemplated by the Settlement Agreement  can
be  achieved.  On November 26, 1997, Petra Stelling and Barclays  Bank  filed  a
motion  with the Court for an order (i) terminating the Settlement Agreement  on
the  ground that there is no reasonable prospect that the goals contemplated  by
the  Settlement Agreement can be accomplished, and (ii) granting  the  Creditors
authorization to exercise all the rights and remedies provided by the Settlement
and  Pledge  Agreements  in the event of termination including  authorizing  the
Collateral  Agent to sell the Emerson Shares to fund payment of  the  Settlement
Amount and to vote the Emerson Shares pending such sale, directing the entry and
release  of  the  Consent Judgments, authorizing Petra Stelling to  enforce  the
Swiss  Judgment  and for such other relief as the Court deems appropriate.   The
time  for  the  Company  and Mr. Jurick to respond to the  motion  is  presently
scheduled for February 19, 1997, the Creditors then have an opportunity to reply
and the Court will schedule a hearing thereafter.

      If  the  Court  enters an order terminating the Settlement Agreement,  the
Creditors  may take any action permitted by law to execute the Consent Judgments
given  to them in connection with the Settlement Agreement to collect the unpaid
balance  (including, without limitation, foreclosing on the Settlement  Shares).
If the Creditors foreclose on the Settlement Shares and such foreclosure results
in a change of control (as defined in the Indenture governing the Debentures) of
the  Company,  such  foreclosure will be deemed an event of  default  under  the
Company's  Senior  Secured Credit Facility and under the Indenture  pursuant  to
which  the Debentures were issued.  Such default entitles the debtholders, under
certain  circumstances, to accelerate payment of all  such   indebtedness.   Any
such  acceleration would have a material
adverse effect on the Company.

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.,  (collectively, the "Otake Defendants") alleging breach of contract, breach
of  covenant  of  good faith and fair dealing, unfair competition,  interference
with  prospective  economic  gain, and conspiracy  in  connection  with  certain
activities of the Otake Defendants under certain agreements between the  Company
and  the  Otake Defendants.  On December 21, 1995, Orion Sales, Inc.  and  Orion
Electric  (America), Inc. filed suit against the Company in  the  United  States
District  Court,  Southern  District of Indiana, Evansville  Division,  alleging
various breaches of certain agreements by the Company, including breaches of the
confidentiality  provisions, certain payment breaches,  breaches  of  provisions
relating to product returns, and other alleged breaches of those agreements, and
seeking  damages in the amount of $2.5 million, together with interest  thereon,
attorneys' fees, and certain other costs.  While  the outcome of the
New Jersey and Indiana actions are not certain at this time,  the
Company  believes  it has meritorious defenses against the claims  made  by  the
plaintiffs  in  the  Indiana action.  In any event,  the  Company  believes  the
results  of  that litigation should not have a material adverse  effect  on  the
financial condition of the Company or on its operations.

     The Company is presently engaged in litigation regarding several bankruptcy
claims  which  have not been resolved since the restructuring of  the  Company's
debt  in March 31, 1994.  The largest claim was filed on or about July 25,  1994
in  connection  with  the  rejection of certain  executory  contracts  with  two
Brazilian  entities, Cineral Electronica de Amazonia Ltda. and Cineral  Magazine
Ltda.  (collectively,  "Cineral"). The amount currently  claimed  is  for  $93.6
million,  of which $86.8 million represents a claim for lost profits. The  claim
will  be satisfied, to the extent the claim is allowed by the Bankruptcy  Court,
in  the  manner other allowed unsecured claims were satisfied.  The Company  has
objected  to the claim and intends to vigorously contest such claim and believes
it  has meritorious defenses to the highly speculative portion of the claim  for
lost  profits  and  the  portion of the claim for actual  damages  for  expenses
incurred prior to the execution of the contracts. An adverse final ruling on the
Cineral  claim could have a material adverse effect on the Company, even  though
it would be limited to 18.3% of the final claim determined by
a  court of competent jurisdiction; however, with respect to the claim for  lost
profits,  the  Company believes the chances for recovery for  lost  profits  are
remote.

      On  September 24, 1997, pursuant to the terms of his Employment Agreement,
as  amended, Eugene I. Davis, former Vice Chairman of the Company, was requested
to  resign  as  a  director.  On September 25, 1997 the Company  terminated  Mr.
Davis' employment.  The circumstances surrounding such termination of employment
are  the subject of two proceedings filed in the Superior Court of the State  of
New  Jersey  ("Superior Court").  The Company filed an action  in  the  Chancery
Division  of  the Superior Court against Mr. Davis on October 2,  1997,  seeking
injunctive and other relief arising from claims of breach of contract, breach of
good  faith and fair dealing and breach of fiduciary duty.   On or about October
1,  1997, Mr. Davis filed an action against the Company, SSG and various unnamed
"Johns  Doe"  in the Law Division of the Superior Court seeking damages  against
the  Company, its affiliates and the unnamed "Johns Doe", jointly and severally,
alleging   breach   of   contract,   tortious  interference   with   contractual
relationships  and compelled defamation.  The Company has filed  and  served  an
answer  to  Mr.  Davis'  claims  and  has  counterclaimed  for  injunctive   and
declaratory relief, and money damages, arising from Mr.
Davis'   breaches   of   contract  and  fiduciary  duty,  conversion,   tortious
interference  with contract and unjust enrichment.  While the outcome  of  these
actions  are  not certain at this time, the Company believes it has  meritorious
defenses  against  the claims made by Mr. Davis.  In any  event,   the   Company
believes the results of the litigation should not
have  a material adverse effect on the financial condition of the Company or  on
its results of operations.

      In  June  and  October  1988, the Franchise Tax  Board  of  the  State  of
California issued a formal Notice of Action assessing an additional state income
tax  deficiency of approximately $664,000, in the aggregate, plus interest,  for
the  fiscal years 1980, 1985 and 1986. This matter was temporarily stayed during
the Company's bankruptcy proceeding, until the Bankruptcy Court entered an Order
of  Abstention directing the parties to litigate in California.  The  proceeding
in  California is currently pending and a hearing is scheduled for February  26,
1998.

      On  February 15, 1994, the Franchise Tax Board issued Notices of  Proposed
Assessment to the Company proposing additional state income tax of approximately
$382,000 in the aggregate, plus interest, for the fiscal  years  1987, 1988  and
1989.   The Company filed its protest with the Franchise Tax Board on April  15,
1994,  taking  exception  to  the  Notices of  Proposed  Settlement.  Management
believes  that  adequate  amounts of tax reserves have  been  provided  for  any
adjustments  which  may  result  from the above  assessments  and  any  possible
additional adjustments for years not currently under examination.

     On January 19, 1998, the Company was served with a Summons and Statement of
Claim  arising from a lawsuit filed in the Regional Court - 21st Civil Division,
Frankfurt  am  Main, Germany, filed by Professor Gerhard Eisenbach  against  the
Company, Geoffrey P. Jurick, the Company's Chairman, Chief Executive Officer and
President,  Fidenas  International Ltd. LLC, an affiliate  of  Mr.  Jurick,  and
Eugene  I.  Davis,  a  former  executive officer of  the  Company,  jointly  and
severally,  alleging  breach  of contractual duty,  tort  and  investment  fraud
arising from Eisenbach's $1,000,000 investment in the Company, on or about March
31,  1994,  in  conjunction with the Company's reorganization in the  Bankruptcy
Court.   The  Statement  of Claim seeks damages against the  defendants  in  the
amounts  of  US$1,000,000 plus 8.75% interest accruing since April 1,  1994  and
DM107,850.00 plus 4% interest accruing from the date of service of the Statement
of  Claim  as  well as other costs of litigation. The time for  the  Company  to
respond  has  not expired and a hearing has been scheduled for  June  22,  1998.
While  the  outcome  of  this action is not certain at this  time,  the  Company
believes  it  has  meritorious  defenses to  the  claims  made  and  intends  to
vigorously defend this action.

Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition

This  report  contains forward-looking statements under the  Private  Securities
Litigation Reform Act of 1995 (the "Reform Act").  The Company's actual  results
may  materially  differ  from  the  results  discussed  in  the  forward-looking
statements.   Factors that might cause such a difference include,  but  are  not
limited  to, those discussed in this report.  

GENERAL

     In February 1997, the Company executed five-year license/supply agreements,
subject  to renewals, with Cargil covering the Caribbean and Central  and  South
American markets.  The agreements provide for the license of the Emerson and  G-
Clef  trademark  for  certain consumer electronics and other  products  and  the
provision  of  sourcing  and  inspection  services.   Under  the  terms  of  the
agreement, the Company will receive minimum annual royalties through the life of
the  agreements  and  will  receive a separate fee for sourcing  and  inspection
services.  Cargil assumes all costs and expenses associated with the purchasing,
marketing  and after sales support of such products.  The Company believes  that
this  transaction will have a positive impact on operating results by generating
royalty  and  servicing revenues with minimal costs while limiting  its  working
capital risks.

      In  April  1997,  Emerson  executed  a  four-year  agreement  with  Daewoo
Electronics  Co.  Ltd.  and  its U.S. affiliate (collectively,  "Daewoo").  This
agreement  provides  that, subject to certain existing  agreements  relating  to
sales   of  video  products  to  Wal-Mart  Stores,  Inc.  ("Wal-Mart"),   Daewoo
manufacture  and sell television and video products bearing the Emerson  and  G-
Clef  trademark to all customers in the U.S. market. The Company arranges  sales
and provides marketing services and receives commissions for such services. Such
commissions  are recorded as licensing revenues. Sales of television  and  video
products  to  Wal-Mart  are  currently subject  to  an  existing  license/supply
agreement which expires on March 31, 1998. The Company has presented its line of
video  products bearing the Emerson and G-Clef trademark to all of its  accounts
based  in the United States and continues to receive responses from the accounts
for product placement. No assurance can be made that the Company will be able to
renew,  renegotiate or replace such license/supply agreements on terms favorable
to  the  Company or if at all, the loss of which would result in a loss  of  the
licensing  revenues  thereon and would have a material  adverse  effect  on  the
financial condition of the Company.

      In  June  1997, the Company entered into a non-exclusive license agreement
with  World Wide One, a Hong Kong corporation, for use of the Emerson and G-Clef
trademark  in connection with the sale of certain consumer electronics  products
and  other products for sale exclusively to certain retail  chains  located   in
Asia.  In February 1998, this agreement was amended to extend the term  from  18
months  to 24 months. Emerson provides sourcing and inspection services  for  at
least 50% of World Wide One's purchase requirements.

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

RESULTS OF OPERATIONS

      NET  REVENUES    Consolidated net revenues for the  three and  nine  month
periods  ended  December 31, 1997 decreased $1.3 million (3%) and $27.4  million
(18%)  as  compared to the same periods in the fiscal year ended March 31,  1997
("Fiscal 1997"), respectively. The decrease in revenues resulted primarily  from
decreases   in   unit  sales  of  video  cassette  recorders,  televisions   and
television/video  cassette  recorder combination  units  due  to  the  Company's
agreement  with  Daewoo  described  above.   The  decrease  also  resulted  from
decreases  in unit sales of (i) home audio products, due to a reduction  in  the
variety of products offered and (ii) car audio products, which were discontinued
in Fiscal 1998. Furthermore, the Company's Canadian and European sales decreased
$1.8  and  $5.9 million for the three and nine month periods ended December  31,
1997,  respectively, as a result of the closure of these operations in favor  of
independent  distributors.  The  reduced  revenues  were  partially  offset   by
increased  sales  of microwave ovens and the introduction of the  Company's  new
home theater product, CinemaSurround(TM), into foreign markets as well as the
U.S. market.  Revenues earned from the licensing of the Emerson and G-Clef
trademark were  $1  million  and  $3.4 million in the three and nine month
periods  ended December  31, 1997 as compared to $1 million and $3 million in
the same periods in Fiscal 1997, 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.
Consequently,  the Company's future related revenues, as compared to  pre-Fiscal
1997,  are  expected to be lower but the Company's gross profit  margins  should
improve.  The  Company  expects its U.S. gross sales on its  Core  Products  to
improve  and  its  margins on such sales to also improve due to  the  change  in
product mix to higher margin products.

      GROSS PROFIT   Gross profit, as a percentage of consolidated revenues, was
13%  and  12%  for the three and nine month periods ended December 31,  1997  as
compared  to  2%  and 4% for the same periods in Fiscal 1997, respectively.   In
absolute dollars, gross profit increased by $5.3 million (658%) and $8.6 million
(144%)  for the three and nine month periods ended December 31, 1997 as compared
to  the same periods in Fiscal 1997. The significant improvement in gross profit
in  absolute  dollars  and as a percent of sales for the three  and  nine  month
periods  ended December 31, 1997 as compared to the same periods  in  the  prior
Fiscal  year were primarily attributable to the change in product mix to  higher
margin  products  and  the  reduction of inventory overhead  costs  due  to  the
Company's successful efforts to shift a higher proportion of its sales   to  its
customers on a direct import basis.  For the three and nine month periods  ended
December  31,  1997,  products representing approximately 79%  and  84%  of  net
revenues were directly imported from manufacturers to the Company's customers as
compared  to  43%  and  48%  for the same periods  in  the  prior  fiscal  year,
respectively.

      The  Company's gross profit margins continue to be subject to  competitive
pressures  arising from pricing strategies associated with the category  of  the
consumer  electronics  market  in  which the Company  competes.   The  Company's
products are generally placed in the low-to-medium priced category of the market
which  tend  to be  the  most competitive and generate the lowest profits.   The
Company  believes that the combination of the (i) arrangement with Daewoo,  (ii)
license  agreement  with  Cargil, (iii) introduction of  its  new  home  theater
product, CinemaSurround (TM), and (iv) distributor agreements in Canada,  Europe
and parts of Asia will all have a favorable impact on the Company's gross profit
margins.  The Company continues to promote its direct import programs to  reduce
its  inventory  levels and working capital risks thereby reducing its  inventory
overhead  costs.   In addition,  the Company continues to focus  on  its  higher
margin  products and is reviewing new products which can generate higher margins
than  its  current business, either through license arrangements,  acquisitions,
joint ventures or on its own.

      OTHER  OPERATING COSTS AND EXPENSES   Other operating costs  and  expenses
increased $.3 million and $.2 million in the three and nine month periods  ended
December  31, 1997 as compared to the same periods in Fiscal 1997, respectively,
primarily as a result of the Company's inventory servicing costs.

      SELLING,  GENERAL  AND  ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of  revenues,  was 9% for the three and  nine  month  periods  ended
December  31,  1997,  as compared to 10% for the same periods  in  Fiscal  1997,
respectively. In absolute terms, S,G&A decreased by $.8 million and $3.3 million
in  the three and nine month periods ended December 31, 1997 as compared to  the
same  period in Fiscal 1997, respectively.  In the three and nine month  periods
ended  December  31,  1997,  the  decrease was  primarily  attributable  to  the
following:

               a)   A  decrease in salary expense associated with the Company's
                    reduction in staffing levels;

               b)   A decrease in professional fees; and

               c)   A decrease in depreciation expense.

     RESTRUCTURING AND OTHER NONRECURRING CHARGES   The Company recorded charges
of  $2.8  million in the nine month period ended December 31, 1996. The  charges
recorded  in  the  nine month period ended December 31, 1997 include  costs  for
employee  severances  relating  to  further downsizing  of  the  Company's  U.S.
operations.  The  charges recorded for the nine months ended December  31,  1996
included  (i) costs for employee severance, asset writedowns, and  the  cost  of
facility  closings and equipment lease write-offs totaling $1.0 million  related
to the  conversion  of  the  Company's
local  Canadian office to an independent distributor, and (ii) $1.8  million  of
professional  and  finance expenses related to the unsuccessful  acquisition  of
International Jensen Incorporated.

      OPERATING  PROFIT (LOSS)   The Company reported operating profit  of  $1.1
million  and  $777,000 for the three and nine months ended  December  31,  1997,
respectively, compared to losses of $4.8 million and $13.7 million for the  same
periods ended December 31, 1996.  This is attributable to improved gross  profit
margins  due to the change in the mix of products being sold and to the  reduced
inventory exposure associated with reduced overall inventory levels, and reduced
S,G&A expenses.

      EQUITY IN EARNINGS (LOSS) OF UNCONSOLIDATED AFFILIATE   The Company's  28%
share in the earnings (loss) of SSG amounted to $(5,000) and $1.1 million in the
three and nine month periods ended December 31, 1997, respectively.  During  the
fiscal  period,  SSG  reported two consecutive quarters of record  earnings,  as
compared  to the same periods a year ago, in its first two quarters of operation
under the Company's management.

      INTEREST EXPENSE   Interest expense decreased by $248,000 and $507,000  in
the  three and nine month periods ended December 31, 1997 as compared   to   the
same periods  in  Fiscal 1997, respectively. The decrease was attributable to  a
significant  reduction  in  borrowings on the  U.S.  revolving  line  of  credit
facility  primarily due to the reduction in inventory and a  majority  of  sales
being  on  a  direct  import basis. The average rate in  effect  on  the  credit
facility  for  the  three month periods ended December 31,  1997  and  1996  was
approximately 9.75% and 9.5%, respectively.

      NET  EARNINGS (LOSS)   As a result of the foregoing factors,  the  Company
generated  net  earnings  of $493,000 for the three month period ended  December
31,  1997  and  incurred a net loss of $210,000 for the nine month period  ended
December  31, 1997, as compared to net losses of $5.6 million and $16.4  million
for the same periods in Fiscal 1997, respectively.

LIQUIDITY AND CAPITAL RESOURCES

      Net  cash provided by operating activities was $5.4 million for  the  nine
months  ended December 31, 1997. Cash was provided by the decrease  in  accounts
receivables partially offset by a decrease in accounts payable and other current
liabilities.

      Net  cash provided by investing activities was $14,000 for the nine months
ended December 31, 1997.

      In  the  nine  months  ended December 31, 1997,  the  Company's  financing
activities  utilized $5.1 million of cash.  The Company reduced  its  borrowings
under its U.S. line of credit facility by $5.0 million through the collection of
accounts receivable.

      The Company maintains an asset-based revolving line of credit facility, as
amended, with a U.S. financial institution (the "Lender") which expires on March
31,  1998.  The  facility provides for revolving loans and  letters  of  credit,
subject to individual maximums which, in the aggregate, cannot exceed the lesser
of  $30  million or a "Borrowing Base" amount based on specified percentages  of
eligible accounts receivable and inventories. All credit extended under the line
of  credit is secured by the  U.S.  assets of the Company except for trademarks,
which  are  subject to a negative pledge covenant. The interest  rate  on  these
borrowings is 1.25% above the stated prime rate. At December 31, 1997, there was
approximately $662,000 outstanding on the Company's revolving loan facility.  At
December  31,  1997, the Company's letter of credit facility was  not  utilized.
Based  on the "Borrowing Base" amount at December 31, 1997, $4.8 million of  the
credit  facility was not utilized. Pursuant to the terms of the credit facility,
as amended, the Company is required to maintain certain financial covenants.  At
December  31, 1997, the Company was in compliance with all such covenants.   The
Company  plans to renegotiate its asset-based revolving line of credit  facility
by  March 31, 1998.  No assurance can be made that the Company will be  able  to
renegotiate its credit facility with the Lender on terms favorable to it  or  if
at  all.  Although the Company believes that its relationship with the Lender is
good,  failure by the Company to maintain an asset based lending facility  would
be  an  event  of default pursuant to the terms of the Indenture  governing  the
Debentures.  Such a default, if not cured, would have a material adverse  effect
on the financial condition of the Company.

      The Company's Hong Kong subsidiary maintains various credit facilities, as
amended,  aggregating $28.5 million with a bank in Hong Kong consisting  of  the
following:  (i)  a  $3.5  million credit facility which is  generally  used  for
letters  of  credit  for  a  foreign subsidiary's  direct  import  business  and
affiliates' inventory purchases, and (ii) a $25 million credit facility for  the
benefit  of a foreign subsidiary, which is for the establishment of back-to-back
letters  of credit with the Customer.  At December 31, 1997, the Company's  Hong
Kong subsidiary had pledged $1.0 million in certificates of deposit to this bank
to  assure  the availability of these credit facilities.  At December 31,  1997,
there  were  approximately $3.5 million and $12.5 million of letters  of  credit
outstanding  on  the  credit facilities, respectively.   The  Hong  Kong  credit
facilities  are subject to an annual review in April 1998. No assurance  can  be
made  that  the  Company will be able to maintain these credit facilities.   The
Company's financial relationship with its bank has been good,  however,  failure
by the Company to renew, renegotiate or replace these credit facilities in April
1998  may  have  a  material adverse effect on the financial  condition  of  the
Company or on its operations.

      At  present, management believes that future cash flow from operations and
the  institutional financing noted above will be sufficient to fund all  of  the
Company's  cash requirements for the next twelve months.  However, the  adequacy
of  future cash flow from operations is dependent upon (i) the Company achieving
its  business  plan  and  (ii)  successfully refinancing  the  Company's  credit
facilities. The Company's results of operations were substantially in line  with
its  business  plan for the nine months ended December 31, 1997.  During  Fiscal
1997, the Company reduced inventory levels approximately 62% and executed  cost-
reduction programs in both its U.S. and foreign offices. The Company intends  to
further reduce inventory levels and continue to shift a higher proportion of its
sales  to direct import thereby reducing its inventory and its needs for working
capital.   In  Fiscal  1997,  products representing  approximately  48%  of  net
revenues  were directly imported from manufacturers to the Company's  customers.
The  Company's  business  plan  includes  an  increase  in  this  percentage  to
approximately 80% in Fiscal 1998 and was 84% for the nine months ended  December
31,  1997.  This increase in the direct import portion of sales is  critical  in
providing sufficient working capital to meet its sales and liquidity objectives.

      There  can  be no assurance that the Company will be able to  successfully
achieve its business plan in a time frame or manner that will permit the Company
to  fund  current  operations  and other planned  expenditures  at  current  and
expected sales volumes.

      The  Company  purchases virtually all of its products  from  manufacturers
that   are   located   in  various   Asian  countries.  The economic  crises  in
these  countries  and  its  related impact on their financial  markets  has  not
impacted  the  Company's  ability  to purchase  product.   Should  these  crises
continue,  it could have a material adverse effect on the Company by  inhibiting
its  ability  to  acquire  products for resale and  its  relationship  with  its
suppliers.

      The  Company's liquidity is impacted by the seasonality of  its  business.
The  Company  records  the majority of its annual sales in the  quarters  ending
September  30  and December 31.  This requires the Company to open significantly
higher  amounts  of  letters of credit during the quarters ending  June  30  and
September  30, therefore significantly increasing the Company's working  capital
needs  during  these  periods. Additionally, the Company  receives  the  largest
percentage of customer returns in the quarter ending March 31.  The higher level
of  returns  during  this  period  adversely impacts  the  Company's  collection
activity  during  this  period,  and  therefore  its  liquidity.   The   Company
believes,   however,  that the agreements with Daewoo and Cargil,  as  discussed
above,  and  the  arrangements it has implemented over the  past  twelve  months
concerning returned merchandise, should favorably impact the Company's cash flow
over  their  respective terms. The Company's liquidity could also  be  adversely
affected by an unfavorable outcome of certain matters discussed in Note 8 to the
Interim  Consolidated  Financial  Statements  included  herein.  There  are   no
significant commitments for capital purchases.

Year 2000 Computer Software Modification

      Management  has initiated an evaluation of the Company's computer  systems
and  applications to determine the extent of effort required, if any, to  insure
that  these systems are Year 2000 compliant. A preliminary evaluation noted that
the  costs  required are not expected to have a material effect on its financial
position or results of operations.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

                EMERSON RADIO CORP. AND SUBSIDIARIES

                              PART II

                         OTHER INFORMATION

ITEM 1.   Legal Proceedings.

               The information required by  this item is included in Note 8
          of  Notes  to Interim Consolidated Financial Statements filed  in
          Part I of Form 10-Q for the quarter ended December 31, 1997,  and
          is incorporated herein by reference. Please refer to Part 1 Item-
          3-Legal Proceedings in the Company's most recent annual report on
          Form 10-K.

ITEM 2.   Changes in Securities and Use of Proceeds.

                The  Company's U.S. Senior Secured Credit Facility and  the
          Indenture  governing  the  Company's 8 1/2%  Senior  Subordinated
          Convertible Debentures due 2002 contain certain dividend  payment
          restrictions  on  the Company's common stock.  In  addition,  the
          Company's Certificate of Incorporation defining the rights of the
          Series  A Preferred Stock prohibits payment of dividends  on  the
          common stock unless the Series A dividends are paid or put aside.
          The  Series  A  Preferred Stock accrues dividends  payable  on  a
          quarterly  basis  at a 7% dividend rate through March  31,  1997,
          then declining by a 1.4% dividend rate each succeeding year until
          March  31,  2001  when no further dividends are  payable.  As  of
          December  31,  1997,  the Company is in arrears  on  $810,000  of
          dividends on Series A Preferred Stock of which $83,000 have  been
          subsequently paid.

                The Series A Preferred Stock is convertible into shares  of
          the  Company's  common  stock  at  any  time  during  the  period
          beginning  on March 31, 1997 and ending on March 31,  2002.   The
          conversion  rate is equal to 80% times the average of  the  daily
          market prices of a share of the Company's common stock for the 60
          consecutive days immediately preceding the conversion date.

               During the three and six months ended December 31, 1997, the
          Company issued a total of 5,134,831 and 8,890,887 shares  of  the
          common  stock, respectively, upon conversion of 2,129  and  4,113
          shares   of   Series   A  Preferred  Stock,   respectively.    No
          consideration was received by the Company for the issuance of the
          shares  of common stock.  The shares of common stock were  issued
          by  the  Company to certain of its existing holders of  Series  A
          Preferred  Stock  where no commission or other  remuneration  was
          paid   or  given  directly  or  indirectly  for  soliciting  such
          exchange.   The  shares of common stock were issued  pursuant  to
          Section 3(a)(9) of the Securities Act of 1933, as amended.

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:

                (2)   Confirmation  Order  and  Fourth  Amended  Joint  Plan  of
         Reorganization  of  Emerson  Radio Corp. ("Old  Emerson")  and  certain
         subsidiaries  under  Chapter 11 of the United States  Bankruptcy  Code,
         dated  March  31,  1994 (incorporated by reference to  Exhibit  (2)  of
         Emerson's  Registration  Statement on Form S-1,  Registration  No.  33-
         53621,  declared  effective by the Securities and  Exchange  Commission
         ("SEC") on August 9, 1994).

               (3)  (a)    Certificate of Incorporation of Emerson (incorporated
         by  reference to Exhibit (3) (a) of Emerson's Registration Statement on
         Form  S-1, Registration No. 33-53621, declared effective by the SEC  on
         August 9, 1994).

               (3) (b)   Certificate of Designation for Series A Preferred Stock
         (incorporated   by   reference  to  Exhibit  (3)   (b)   of   Emerson's
         Registration   Statement  on  Form  S-1,  Registration  No.   33-53621,
         declared effective by the SEC on August 9, 1994).

               (3)  (c)   Plan of Reorganization and Agreement of Merger by  and
         between  Old  Emerson and Emerson Radio (Delaware) Corp.  (incorporated
         by  reference to Exhibit (3) (c) of Emerson's Registration Statement on
         Form  S-1, Registration No. 33-53621, declared effective by the SEC  on
         August 9, 1994).

               (3)  (d)    Certificate of Merger of Old Emerson  with  and  into
         Emerson  Radio (Delaware) Corp. (incorporated by reference  to  Exhibit
         (3)  (d)  of Emerson's Registration Statement on Form S-1, Registration
         No. 33-53621, declared effective by the SEC on August 9, 1994).

               (3) (e)   Amendment dated February 14, 1996 to the Certificate of
         Incorporation of Emerson (incorporated by reference to Exhibit (3)  (a)
         of  Emerson's  Quarterly  Report on Form 10-Q  for  the  quarter  ended
         December 31, 1995).

               (3) (f)   By-Laws of Emerson adopted March 1994 (incorporated  by
         reference  to  Exhibit (3) (e) of Emerson's Registration  Statement  on
         Form  S-1, Registration No. 33-53621, declared effective by the SEC  on
         August 9, 1994).

               (3)  (g)    Amendment dated November 28, 1995 to the  By-Laws  of
         Emerson  adopted March 1994 (incorporated by reference to  Exhibit  (3)
         (b)  of  Emerson's Quarterly Report on Form 10-Q for the quarter  ended
         December 31, 1995).

                (4) (a)   Warrant Agreement to Purchase 750,000 shares of Common
          Stock,  dated  as  of  March 31, 1994 (incorporated  by  reference  to
          Exhibit  (4)  (a)  of Emerson's Registration Statement  on  Form  S-1,
          Registration No. 33-53621, declared effective by the SEC on August  9,
          1994).

                (4) (b)   Indenture, dated as of August 17, 1995 between Emerson
          and  Bank One, Columbus, NA, as Trustee (incorporated by reference  to
          Exhibit (1) of Emerson's Current Report on Form 8-K filed with the SEC
          on September 8, 1995).

                (4)  (c)    Common Stock Purchase Warrant Agreement to  purchase
          50,000  shares of Common Stock, dated as of December 8,  1995  between
          Emerson and Michael Metter (incorporated by reference to Exhibit  (10)
          (e)  of Emerson's Quarterly Report on Form 10-Q for the quarter  ended
          December 31, 1995).

                (4)  (d)    Common Stock Purchase Warrant Agreement to  purchase
          200,000  shares of Common Stock, dated as of December 8, 1995  between
          Emerson and Kenneth A. Orr (incorporated by reference to Exhibit  (10)
          (f)  of Emerson's Quarterly Report on Form 10-Q for the quarter  ended
          December 31, 1995).

                (10) (a)  Loan and Security Agreement, dated March 31, 1994,  by
          and  among  Emerson,  Majexco  Imports, Inc.  and  Congress  Financial
          Corporation  ("Congress") (incorporated by reference to  Exhibit  (10)
          (f)  of Emerson's Registration Statement on Form S-1, Registration No.
          33-53621, declared effective by the SEC on August 9, 1994).

                (10)  (b)  Amendment No. 1 to Financing Agreements, dated as  of
          August  24,  1995, among Emerson, Majexco Imports, Inc.  and  Congress
          (incorporated by reference to Exhibit (2) of Emerson's Current  Report
          on Form 8-K filed with the SEC on September 8, 1995).

                (10)  (c)  Amendment No. 2 to Financing Agreements, dated as  of
          February  13, 1996 (incorporated by reference to Exhibit (10)  (c)  of
          Emerson's Quarterly Report on Form 10-Q for the quarter ended December
          31, 1995).

                (10)  (d)  Amendment No. 3 to Financing Agreements, dated as  of
          August  20,  1996 (incorporated by reference to Exhibit  (10)  (b)  of
          Emerson's Quarterly Report on Form 10-Q for the quarter ended December
          31, 1995).

                (10)  (e)  Amendment No. 4 to Financing Agreements, dated as  of
          November  14, 1996 (incorporated by reference to Exhibit (10)  (c)  of
          Emerson's  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
          September 30, 1996).

                (10)  (f)  Amendment No. 5 to Financing Agreements, dated as  of
          February  18, 1997 (incorporated by reference to Exhibit (10)  (e)  of
          Emerson's Quarterly Report on Form 10-Q for the quarter ended December
          31, 1996).

                (10)  (g)  Amendment No. 6 to Financing Agreements, dated as  of
          August 14, 1997.

                 (10)  (h)   Emerson  Radio  Corp.  Stock  Compensation  Program
          (incorporated   by  reference  to  Exhibit  (10)  (i)   of   Emerson's
          Registration  Statement  on  Form  S-1,  Registration  No.   33-53621,
          declared effective by the SEC on August 9, 1994).

                (10)  (i)   Employment Agreement between Emerson and  Eugene  I.
          Davis  (incorporated  by  reference to Exhibit  6(a)(4)  of  Emerson's
          Quarterly Report on Form 10-Q for quarter ended June 30, 1992).

                (10) (j)  Extension of Employment Agreement between Emerson  and
          Eugene  I.  Davis dated April 16, 1997 (incorporated by  reference  to
          Exhibit  (10)(n) of Emerson's Annual Report on Form 10-K for the  year
          ended March 31, 1997).

                (10)  (k)  Employment Agreement between Emerson and Geoffrey  P.
          Jurick  (incorporated  by reference to Exhibit  6(a)(6)  of  Emerson's
          Quarterly Report on Form 10-Q for quarter ended June 30, 1992).

                (10) (l)  Employment Agreement between Emerson Radio (Hong Kong)
          Ltd.  and  Geoffrey  P. Jurick (incorporated by reference  to  Exhibit
          6(a)(6)  of Emerson's Quarterly Report on Form 10-Q for quarter  ended
          June 30, 1992).

                 (10)   (m)    Employment   Agreement  between   Emerson   Radio
          International  Ltd.  (formerly  Emerson  Radio  (B.V.I.),  Ltd.)   and
          Geoffrey  P. Jurick (incorporated by reference to Exhibit  6(a)(6)  of
          Emerson's  Quarterly Report on Form 10-Q for quarter  ended  June  30,
          1992).

                (10) (n)  Extension of Employment Agreement between Emerson  and
          Geoffrey P. Jurick dated April 16, 1997 (incorporated by reference  to
          Exhibit  (10)(r) of Emerson's Annual Report on Form 10-K for the  year
          ended March 31, 1997).

                (10)  (o)   Lease Agreement dated as of March 26, 1993,  by  and
          between  Hartz  Mountain Parsippany and Emerson with  respect  to  the
          premises  located at Nine Entin Road, Parsippany, NJ (incorporated  by
          reference to Exhibit (10) (ww) of Emerson's Annual Report on Form 10-K
          for the year ended December 31, 1992).

                (10)  (p)   Employment Agreement, dated April 1,  1994,  between
          Emerson  and John Walker (incorporated herein by reference to  Exhibit
          (10)(ee)  of  Emerson's Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

               (10) (q)  Amendment No. 1 to Employment Agreement between Emerson
          and John P. Walker dated April 16, 1997 (incorporated by reference  to
          Exhibit  (10)(u) of Emerson's Annual Report on Form 10-K for the  year
          ended March 31, 1997).

                (10)  (r)  Employment Agreement, dated January 29, 1996  between
          Emerson  and  Marino  Andriani (incorporated herein  by  reference  to
          Exhibit  (10) (a) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended September 30, 1996).

                (10)  (s)   Partnership Agreement, dated April 1, 1994,  between
          Emerson and Hopper Radio of Florida, Inc. (incorporated by
          reference to Exhibit (10) (q) of Emerson's Annual Report on
          Form 10-K for the  year ended March 31, 1995).

                (10)  (t)   Agreement, dated as of April 24, 1996 by  and  among
          Emerson  and  E & H Partners relating to amendments of the Partnership
          Agreement dated April 1, 1994 and the Sales Agreement dated  April  1,
          1994 and the settlement of certain outstanding litigation.

                (10)  (u)   License Agreement, dated February 22, 1995,  between
          Emerson  and  Otake Trading Co. Ltd. and certain affiliates  ("Otake")
          (incorporated  by reference to Exhibit 6(a)(1) of Emerson's  Quarterly
          Report on Form 10-Q for quarter ended December 31, 1994).

                (10)  (v)   Supply Agreement, dated February 22,  1995,  between
          Emerson  and  Otake (incorporated by reference to Exhibit  6(a)(2)  of
          Emerson's Quarterly Report on Form 10-Q for quarter ended December 31,
          1994).

                 (10)   (w)   1994  Non-Employee  Director  Stock  Option   Plan
          (incorporated  by  reference to Exhibit (10) (y) of  Emerson's  Annual
          Report on Form 10-K for the year ended March 31, 1995).

                (10) (x)  License Agreement, dated as of August 23, 1996 between
          Emerson and REP Investment Limited Liability Company (incorporated  by
          reference to Exhibit (10) (d) of Emerson's Quarterly Report on
          Form 10- Q for the quarter ended September 30, 1996).

                (10) (y)  Distribution Agreement, dated as of September 11, 1996
          between  Emerson, Emerson Radio Canada Ltd. and AVS Technologies  Inc.
          (incorporated by reference to Exhibit (10) (e) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1996).

               (10) (z)  Stipulation of Settlement and Order dated June 11, 1996
          by  and  among  the Official Liquidator of Fidenas International  Bank
          Limited, Petra Stelling, Barclays Bank PLC, the Official Liquidator of
          Fidenas  Investment Limited, Geoffrey P. Jurick, Fidenas International
          Limited,   L.L.C.,   Elision  International,  Inc.,   GSE   Multimedia
          Technologies Corporation and Emerson.

                (10)  (aa)  Pledge  Agreement dated as of February  4,  1997  by
          Fidenas  International Limited, L.L.C. ("FIN") in favor of TM  Capital
          Corp.  (incorporated  by reference to Exhibit (10)  (a)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1996).

                (10) (ab) Registration Rights Agreement dated as of  February 4,
          1997  by  and  among Emerson, FIN, the Creditors, FIL and  TM  Capital
          Corp.  (incorporated  by reference to Exhibit (10)  (b)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1996).

                (10)  (ac)  License  and Exclusive Distribution  Agreement  with
          Cargil International Corp. dated as of February 12, 1997 (incorporated
          by reference to Exhibit (10) (c) of Emerson's Quarterly Report on Form
          10-Q for the quarter ended December 31, 1996).

                 (10)   (ad)   Supply  and  Inspection  Agreement  with   Cargil
          International  Corp.  dated as of February 12, 1996  (incorporated  by
          reference to Exhibit (10) (d) of Emerson's Quarterly Report on 
          Form 10- Q for the quarter ended December 31, 1996).

                (10)  (ae)  Agreement dated April 10, 1997 between  Emerson  and
          Daewoo  Electronics  Co., Ltd. (incorporated by reference  to  Exhibit
          (10)(ak)  of Emerson's Annual Report on Form 10-K for the  year  ended
          March 31, 1997).

                (10) (af) Securities Purchase Agreement dated as of November 27,
          1996,  by  and  between Sport Supply Group, Inc. ("SSG")  and  Emerson
          (incorporated  by  reference to Exhibit (2)(a)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

                (10)  (ag)  Form  of Warrant Agreement  by and between  SSG  and
          Emerson  (incorporated  by reference to Exhibit  (4)(a)  of  Emerson's
          Current Report on Form 8-K dated November 27, 1996).

                (10)  (ah) Form of Registration Rights Agreement by and  between
          SSG  and  Emerson  (incorporated by reference  to  Exhibit  (4)(b)  of
          Emerson's Current Report on Form 8-K dated November 27, 1996).

                (10)  (ai) Consent No. 1 to Financing Agreements among  Emerson,
          certain  of its subsidiaries, and Congress (incorporated by  reference
          to  Exhibit  (10)(b) of Emerson's Current Report  on  Form  8-K  dated
          November 27, 1996).

                (10)  (aj)  License Agreement dated as of June 16, 1997  by  and
          between World Wide One Ltd. and Emerson (incorporated by reference  to
          Exhibit (10)(ap) of Emerson's Annual Report on Form 10-K for the  year
          ended March 31, 1997).

                (10)  (ak) Agreement dated as of July 2, 1997 by and between  Hi
          Quality  International  (U.S.A.) Inc.  and  Emerson  (incorporated  by
          reference to Exhibit (10)(aq) of Emerson's Annual Report on Form  10-K
          for the year ended March 31, 1997).

                (10)  (al)  Form  of Indemnification  Agreement  dated
          September  23, 1997 by and between the Company and  Terrence
          M. Babilla.

                (10)  (am) Consulting Agreement effective as of July 1, 1997  by
          and between the Company and Jerome E. Ruzicka.

                (10) (an) Management Services Agreement dated July 1, 1997 to be
          effective  March 7, 1997 by and between Sport Supply Group,  Inc.  and
          Emerson  (incorporated  by reference to Exhibit  10(ar)  of  Emerson's
          Form 10-K/A-1 for the fiscal year ended March 31, 1997.

                (10)  (ao) Amendment to the Management Services Agreement  dated
          October 18, 1997.*

                (10)  (ap)  Form of Amendment to Geoffrey P. Jurick's Employment
          Agreement dated as of October 18, 1997.*

               (11)  Computation of Primary Earnings Per Share.*

                (27) Financial Data Schedule for the nine months ended
          December 31, 1997.*

(b)            Reports on Form 8-K:

                (1)  During the three month period ended December
          31, 1997, Form 8-K was not filed.

__________________
*  Filed herewith.

                                        
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES

                              PART II

                   OTHER INFORMATION - CONTINUED




                             SIGNATURES


      Pursuant  to the requirements of the Securities Exchange Act of 1934,  the
Registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.



                                   EMERSON RADIO CORP.
                                      (Registrant)



Date: February 17, 1998           /s/ Geoffrey P. Jurick
                                  Geoffrey P. Jurick
                                  Chairman, Chief Executive Officer and
                                    President





Date: February 17, 1998           /s/ John P. Walker
                                  John P. Walker
                                  Executive Vice President and
                                    Chief Financial Officer