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 July 3, 1998

                            or

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

For the transition period from         to

Commission file number  0-25226

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

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                                        
  Indicate the number of shares outstanding of common stock as of July 27, 1998:
50,772,615.

                         PART I - FINANCIAL INFORMATION

     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
                                                July 3,        June 30,
                                                 1998            1997

<S>                                            <C>             <C>
Net revenues                                   $59,126         $30,443

Costs and expenses:

   Cost of sales                                51,888          28,399
   Other operating costs and expenses            1,266             866
   Selling, general & administrative
     expenses                                    5,083           3,627

                                                58,237          32,892

Operating income (loss)                            889          (2,449)

Equity in earnings of Affiliate                    443             509

Interest expense, net                             (569)           (741)

Income (loss) before income taxes                  763          (2,681)

Provision (benefit) for income taxes                (1)             41

Net income (loss)                             $    764         $(2,722)

Net income (loss) per common share

   Basic                                      $    .02         $  (.07)
   Diluted                                    $    .02         $  (.07)

Weighted average number of
      common shares outstanding

   Basic                                       51,220           40,592
   Diluted                                     69,394           40,592

</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>
                                                  July 3,     April 3,
                                                    1998        1998
                    ASSETS                      (Unaudited)
<S>                                             <C>           <C>
Current Assets:
   Cash and cash equivalents                    $   5,619     $  2,608
   Accounts receivable (net allowances of
     $5,822 and $4,884, respectively)               3,000        5,247
   Other receivables                                6,452        6,474
   Inventories                                     11,148       11,375
   Prepaid expenses and other current assets        1,852        2,503
         Total current assets                      28,071       28,207
     
Property and equipment - (net of
     accumulated depreciation and amortization
     of $3,310 and $3,152, respectively)            1,240        1,381
Investment in Affiliate and Joint Venture          18,009       17,522
Other assets                                        4,644        4,810
         Total Assets                            $ 51,964     $ 51,920
     
                  LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                                  $    683     $     --
  Current maturities of long-term debt                 62           85
  Accounts payable and other current
         liabilities                               10,527       12,256
  Accrued sales returns                             5,086        4,511
  Income taxes payable                                168          191
         Total current liabilities                 16,526       17,043
     
Long-term debt, net of current maturities          20,750       20,750
Other non-current liabilities                         175          179
     
Shareholders' Equity:
   Preferred shares - 10,000,000
      shares authorized, 5,137 and 5,237
      shares issued and outstanding, respectively   4,623        4,713
   Common shares - $.01 par value, 75,000,000
      shares authorized, 51,331,615 and 51,044,730
      shares issued; 51,065,115 and 51,044,730
      shares outstanding, respectively                513          510
Treasury stock, at cost, 266,500 shares and 0
      shares respectively.                           (145)          --
Capital in excess of par value                    113,293      113,201
Accumulated deficit                              (103,963)    (104,673)
Cumulative translation adjustment                     192          197
Total shareholders' equity                         14,513       13,948
Total Liabilities and Shareholders' Equity       $ 51,964     $ 51,920

</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>
                                                      Three Months Ended
                                                  July 3,          June 30,
                                                   1998             1997
<S>                                            <C>               <C>
Cash Flows from Operating Activities:

  Net cash provided by operating
    activities                                 $   2,521         $    373

Cash Flows from Investing Activities:

  Net cash provided (used) by investing
    activities.                                      (44)              13

Cash Flows from Financing Activities:

  Net repayments under line of
    credit facility                                  683           (1,113)
  Other                                             (149)            (157)
  Net cash used by financing
    activities                                       534           (1,270)

Net increase (decrease) in cash and cash
  equivalents                                      3,011             (884)
Cash and cash equivalents at beginning
  of year                                          2,608            2,640

Cash and cash equivalents at end of period(a)   $  5,619         $  1,756
Supplemental disclosure of cash flow information:

  Interest paid                                 $    569         $    741

  Income taxes paid                             $     32         $     31

</TABLE>

(a)  Includes $1.0 million of cash and cash equivalents, pledged to  assure  the
availability of certain letter of credit facilities.

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


                      EMERSON RADIO CORP. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)
                  (In thousands, except earnings per share data)
                                        
NOTE 1 - BUSINESS

      The unaudited interim consolidated financial statements reflect all normal
and  recurring adjustments that are, in the opinion of management, necessary  to
present  a  fair statement of Emerson Radio Corp.'s (the "Company" or "Emerson")
consolidated financial position as of July 3, 1998 and the results of operations
for  the  quarters ended July 3, 1998 and June 30, 1997 and have  been  prepared
pursuant  to the rules and regulations of the Securities and Exchange Commission
and  accordingly  do  not include all of the disclosures normally  made  in  the
Company's  annual consolidated financial statements. It is suggested that  these
unaudited interim consolidated financial statements be read in conjunction  with
the  consolidated  financial statements and notes thereto for  the  fiscal  year
ended April 3, 1998 ("Fiscal 1998"), included in the Company's annual report  on
Form 10-K.

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

      Due to the seasonal nature of the Company's consumer electronics business,
the results of operations for the quarter ended July 3, 1998 are not necessarily
indicative of the results of operations that may be expected for the  full  year
ending April 2, 1999 ("Fiscal 1999").

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

NOTE 2 - EARNINGS (LOSS) PER SHARE

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

<TABLE>
                                                    For the Three            
                                                     Months Ended
                                                July 3,         June 30,
                                                 1998              1997
                                                             
       <S>                                     <C>           <C>
       Numerator:                                            
       Net income (loss)                       $     764     $  (2,722)
       Less:  preferred stock dividends               54           132
       Numerator for basic earnings per                      
           share - income available to                       
           common stockholders                       710        (2,854)
       Added effect of assumed conversions:                  
         Interest on convertible debentures          441            --
         Preferred stock dividends                    54            --
         Numerator for diluted earnings                      
           (loss) per share                  $     1,205     $  (2,854)
                                                             
       Denominator:                                          
       Denominator for basic earnings                        
           per share - weighted average                      
           shares                                 51,220        40,592
       Effect of dilutive securities:                        
         Convertible debentures                    5,204            --
         Preferred shares                         12,970            --
       Denominator for diluted earnings                      
           per share - adjusted weighted                     
           average shares and assumed                        
           conversions                            69,394        40,592
       Basic earnings (loss) per share       $       .02     $    (.07)
       Diluted earnings (loss) per share     $       .02     $    (.07)

</TABLE>

NOTE 3- CAPITAL STRUCTURE

      The outstanding capital stock of the Company at July 3, 1998 consisted  of
common stock and Series A convertible preferred stock.  The preferred shares are
convertible to common shares until March 31, 2002.

      During  the  quarters ended July 3, 1998 and June 30, 1997,  100  and  550
shares  of  Series  A  Preferred Stock were converted into 286,885  and  766,054
shares  of  common  stock, respectively. If all existing  outstanding  preferred
shares were converted at July 3, 1998, an estimated 13 million additional common
shares  would  be issuable. Dividends for the preferred stock accrued  and  were
payable  quarterly  at  a 7% annual rate until March 31,  1997;  dividend  rates
decline  by  1.4%  each  succeeding year until March 31, 2001  when  no  further
dividends are payable. The dividend rates at July 3, 1998 and June 30, 1997 were
4.2% and 5.6%, with $801,000 and $618,000 of dividends in arrears respectively.

      At  July  3,  1998, the Company had outstanding approximately 1.2  million
options  with exercise prices ranging from $1.00 to $1.10. Outstanding  warrants
with  a  common  stock equivalent total approximately 670,000  shares  and  have
conversion prices ranging from $1.20 to $4.00.

      The  Company  also  has outstanding $20.8 million of  Senior  Subordinated
Convertible Debentures due in 2002. See "Note 7 - Long Term Debt.".

NOTE 4 - INCOME TAXES

      Income tax provisions and benefits for the quarterly periods ended July 3,
1998 and June 30, 1997 consist of taxes related to international operations. The
Company  did  not  recognize tax benefits for losses incurred  by  its  domestic
operations during the quarters ended June 3, 1998 and June 30, 1997.

NOTE 5 - INVENTORY

Inventories  are comprised primarily of finished goods. Spare parts inventories,
net of reserves, aggregating $247,000 and $384,000 at July 3, 1998 and April  3,
1998, respectively, are included in "Prepaid expenses and other current assets."

NOTE 6 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

      The Company owns 2,200,000 (28% of the outstanding) shares of common stock
of  Sport  Supply Group, Inc. ("SSG") which it purchased in 1996 at an aggregate
cost of $15,728,000 or $ 6.92 per share.  In addition, the Company owns warrants
also  purchased by it in 1996 for $500,000 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 36%  of  the  SSG
common shares.

     The investment in and results of operations of SSG are accounted for by the
equity  method.  In January 1997, SSG changed its financial reporting  year  end
from  October 31 to September 30. This change in accounting period  resulted  in
the  Company  now  recording its share of SSG earnings on  a  concurrent  basis.
Previously,  the Company recorded its share of SSG's earnings  on  a  two  month
delay.  The Company's investment in SSG includes goodwill of $3,973,000 which is
being  amortized on a straight line basis over 40 years.  At July 3,  1998,  the
aggregate market value quoted on the New York Stock Exchange of Emerson's shares
of  SSG  common  shares  was  approximately $18 million.   Summarized  financial
information derived from SSG's financial reports to the Securities and  Exchange
Commission was as follows (in thousands):

<TABLE>
                                               (Unaudited)                
                                    July 3, 1998        April 3, 1998
                                                     
    <S>                              <C>                  <C>
    Current assets                   $ 30,966             $ 37,282
    Property, plant and                                       
    equipment and other assets         20,974               19,878
    Current liabilities                 6,741                8,395
    Long-term debt                      2,446                7,498
 
</TABLE>
                                                    
<TABLE>
                                               (Unaudited)                   
                                  For the 3 Months    For the 3 Months
                                       Ended               Ended
                                    July 3, 1998        May 2, 1997
                                                              
    <S>                              <C>                  <C>
    Net sales                        $  25,340            $ 28,312
    Gross profit                         9,840              10,717
    Net income                           1,739               1,974
                                                              
</TABLE>
    
     In July 1997, the Company entered into a Management Services Agreement with
SSG, under which SSG provides various managerial and administrative services to
the Company.

NOTE 7 -LONG TERM DEBT

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

<TABLE>
    
                                           July 3,     April 3,
                                             1998        1998
<S>                                         <C>        <C>
8 1/2% Senior Subordinated Convertible
  Debentures Due 2002                       $20,750     $20,750
Equipment notes and other                        62          85
                                             20,812      20,835
Less current obligations
  Long term debt                                 62          85
                                            $20,750     $20,750

</TABLE>

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued  in  August 1995, bear interest at the rate of 8 1/2% per annum,  payable
quarterly,  and mature on August 15, 2002.  The Debentures are convertible  into
shares of the Company's common stock at any time prior to redemption or maturity
at  a conversion price of $3.9875 per share, subject to adjustment under certain
circumstances.   Beginning August 15, 1998 at the option  of  the  Company,  the
Debentures are redeemable in whole or in part at an initial redemption price  of
104% of principal, decreasing by 1% per year until maturity.  The Debentures are
subordinated to all existing and future senior indebtedness (as defined  in  the
Indenture  governing  the  Debentures). The  Debentures  restrict,  among  other
things,  the  amount  of  senior indebtedness and other  indebtedness  that  the
Company, and, in certain instances, its subsidiaries, may incur.  Each Debenture
holder  has  the right to cause the Company to redeem the Debentures if  certain
designated events (as defined) should occur.

NOTE 8 --LEGAL PROCEEDINGS

      The  Company  is involved in a number of legal proceedings and  claims  of
various types, the most significant of which are described in "Part I - Item  3.
Legal Proceedings" of the Company's Form 10-K for the fiscal year ended April 3,
1998  and  "Part  II  --  Other Information Item 1. Legal Proceedings"  of  this
Quarterly Report on Form 10-Q.  While any such litigation contains an element of
uncertainty, management presently believes that the outcome of such  proceedings
and claims will not have a material adverse effect on the Company's consolidated
financial position.
                                        
Item 2. Management's Discussion and Analysis of Results of
        Operations and Financial Condition

GENERAL

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

RESULTS OF OPERATIONS

      NET  REVENUES   Consolidated net revenues for the three month period ended
July  3, 1998 increased $28.6 million (94%) as compared to the same period ended
June  30,  1997. The increase in net revenues resulted primarily from  increased
unit  sales  of   audio  products  and  microwave  ovens,  partially  offset  by
reductions in other product categories. Additionally, a significant reduction in
returned  product  was recorded in the current period as compared  to  the  same
period  in  the  prior year.  The significant reduction in returned  product  is
attributable to higher returns in the June, 1997 quarter due to the opening of a
return  processing  center in early 1997 that resulted in delays  in  processing
returns  that flowed into the June 1997 quarter; and an overall more restrictive
return  policy by the Company's customers.  While the Company expects the latter
to  continue, the effect of the processing center was a one time event. Revenues
earned from the licensing of the Emerson and G-Clef trademark were $613,000  and
$1,000,000  in  the  three  month period ended July  3,1998  and  June  30,1997,
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.

      COST  OF  SALES    Cost  of Sales, as a percentage  of  consolidated   net
revenues,  was 88% for the three month period ended July 3, 1998 as compared  to
93%  for  the  same period in Fiscal 1998.  Margins in the current quarter  were
significantly  improved as a percent of sales primarily as a result  of:  (i)  a
change  in  the  product  mix to higher margin products;  (ii)  a  reduction  of
inventory overhead costs due to the Company's successful efforts to shift  to  a
higher  portion of its sales to a direct import basis; and (iii)  a  significant
reduction  in  returned products and resulting loss on such  product.   For  the
three  month period ended July 3, 1998, products representing approximately  87%
of  net  revenues  were directly imported from manufacturers  to  the  Company's
customers as compared to 78% for the same period last year.

      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  compete generally in the low-to-medium priced category of  the  market
which  tend to be  the  most competitive and generate the lowest profit margins.
The  Company believes that its marketing agreements, licensing agreements in the
United  States and various foreign countries and its distribution agreements  in
Canada,  Europe  and  parts  of Asia all will have a  favorable  impact  on  the
Company's  gross  profit.  The Company continues to promote  its  direct  import
programs  to  reduce  its  inventory levels and working  capital  risks  thereby
reducing  its  inventory overhead costs.  In addition, the Company continues  to
focus  on its higher margin products and continually reviews new products  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  $400,000 for the three months ended July 3,1998 as  compared  to  the
same  period in  Fiscal 1998, primarily as a result of the Company's  return-to-
vendor  program.  Under the return-to-vendor program, the Company, by  paying  a
fee,  is  able to return defective product to its suppliers and, to  receive  in
exchange, a replacement unit.

      SELLING,  GENERAL  AND  ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of net revenues, were 9% of net revenues for the three month  period
ended  July 3,1998 as compared to 12% in the same period a year ago. In absolute
terms,  S,G&A  increased  by $1.5 million in the period  ended  July  3,1998  as
compared to the same period last year. The decrease in  S,G&A as a percentage of
net  revenues was attributable primarily to a higher revenue base.  The increase
in  S,G&A  in  absolute  terms  was  caused primarily  by  (i)  an  increase  in
promotional  programs and (ii) a decrease in the charges incurred in  the  prior
year  for  relocation  costs of the Company's back office  operations  from  New
Jersey to Texas.

     OPERATING INCOME (LOSS)   The Company reported operating income of $889,000
for  the three month period ended July 3,1998, as compared to an operating  loss
of  $2.4  million for the same period a year ago. The operating  income  in  the
current year is attributable to a higher revenue base and improved gross  profit
margins and a reduction in S,G&A expenses as a percent of revenues.

     EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE   The Company's 28% share in
the  earnings of SSG amounted to $443,000 for the three month period ended  July
3,1998 as compared to $509,000 for the same period last year.

      INTEREST  EXPENSE   Interest expense decreased by $172,000  in  the  three
months ended July 3,1998 as compared to the same period a year ago. The decrease
was  attributable  to a significant reduction in short term average  borrowings.
The  decrease in short term borrowings was due to a reduction in working capital
requirements.

      NET  INCOME   As a result of the foregoing factors, the Company  generated
net  income  of $764,000 for the three months ended July 3,1998, as compared  to
a net loss of $2.7 million for the three months ended June 30,1997.

     LIQUIDITY AND CAPITAL RESOURCES

     Net  cash  provided by operating activities was $2,521,000 for the  three
months  ended  July  3,1998.   Cash was provided primarily  by  a  reduction  in
accounts receivables along with the profitability of the Company for the period,
partially  offset by a decrease in accounts payable.  The decrease  in  accounts
receivable  resulted  primarily  from an  increase  in  the  percentage  of  the
Company's sales which were on a direct shipment basis.

      In the three months ended July 3,1998, the  Company's financing activities
provided $534,000 of cash as the Company increased its borrowings under its  $10
million  U.S.  line of credit facility from $0 at April 3, 1998 to  $683,000  at
July  3, 1998.  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  July  3,  1998,  there  was  $1,565,000  and
$9,647,000, respectively, of letters of credit outstanding.

      At  present, management believes that future cash flow from operations and
its  existing institutional financing noted above will be sufficient to fund all
of  the  Company's  cash requirements for the next twelve months.  However,  the
adequacy  of  future  cash flow from operations is dependent  upon  the  Company
achieving its operating plan.  During the three month period ended July  3,1998,
the Company reduced  accounts receivable by 48%. The Company intends to maintain
the  reduced accounts receivable levels and to continue the sale of its products
on  a  direct  import  basis.  For the three month period ended  July  3,  1998,
products  representing approximately 87% of net revenues were directly  imported
from  manufacturers to the Company's customers as compared to 78% for  the  same
period  last  year.   The direct import program implemented by  the  Company  is
critical   in  providing  sufficient  working  capital  to  meet  its  liquidity
objectives.

      As  of  July  3, 1998 the Company had no material commitments for  capital
expenditures.

INFLATION AND FOREIGN CURRENCY

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

YEAR 2000

      The Company has developed and is in the process of implementing a plan  to
modify its management information system to be year 2000 compliant.  The Company
currently expects to be substantially complete with this conversion by mid-1999.
The  incremental cost of conversion is estimated to be less than $300,000.   The
Company  does  not  expect  the  conversion to  have  a  significant  effect  on
operations  or  the  Company's financial results.  In addition,  the  year  2000
problem may impact other entities with which the Company transacts business, and
the Company cannot predict the effect of the year 2000 problem on such entities.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

      Recent pronouncements of the Financial Accounting Standards Board ("FASB")
which are not required to be adopted and the Company has not adopted them as  of
July 3, 1998, include the following Statements of Financial Accounting Standards
("SFAS"):

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

      SFAS  No.  131,  "Disclosure about Segments of an Enterprise  and  Related
Information,"  which  will  be  effective  for  the  Company  for  Fiscal  1999,
establishes standards for reporting information about operating segments in  the
annual  financial statements, selected information about operating  segments  in
interim   financial  reports  and  disclosures  about  products  and   services,
geographic areas and major customers.  This new standard requires the Company to
report financial information on the basis that is used internally for evaluating
segment  performance and deciding how to allocate resources to  segments,  which
may  result in more detailed information in the notes to the Company's financial
statements  than is currently required and provided.  The Company  has  not  yet
determined the effects, if any, of implementing SFAS No. 131 on its reporting of
financial information.

FORWARD-LOOKING INFORMATION

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Not applicable.

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                        
                            PART II OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

          During  July  1998,  further  hearings  were  held  on  the
          Creditors'  motion to terminate the Settlement Agreement  in  the
          Stelling litigation.  It is expected that all testimony  in  that
          matter will be concluded in the next month.
          
          In  August 1998, the Company voluntarily dismissed with prejudice
          its lawsuit against Grace Brothers, Ltd.

          For  further  information on the Stelling  litigation  and  other
          litigation to which the Company is a party, reference is made  to
          Part  1  Item-3-Legal  Proceedings in the Company's  most  recent
          annual report on Form 10-K.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          During  the  three months ended July 3, 1998,  the  Company
          issued  a  total  of  286,885 shares of the  common  stock,  upon
          conversion  of  100  shares  of  Series  A  Preferred  Stock.  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.

          In   August  1998,  the  Company  repurchased  1,423  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 July 3, 1998.*

          (b)  Reports on Form 8-K - During the three month period
               ended July 3, 1998, no Form 8-K was filed.

____________________________
*Filed herewith.


                             SIGNATURES


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


                              EMERSON RADIO CORP.
                                    (Registrant)



Date:  August 4, 1998         /s/ Geoffrey P. Jurick
                              Geoffrey P. Jurick
                              Chairman, Chief Executive Officer and
                              President



Date:  August 4,  1998        /s/   John   P.   Walker
                              John P. Walker
                              Executive Vice President and
                              Chief Financial Officer