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  September 30, 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 November  13,
1997: 45,739,099.
                                        
                         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>
                                        
                                        Six Months Ended   Three Months Ended
                                           September 30,      September 30,
                                        1997        1996    1997       1996

<S>                                   <C>        <C>        <C>      <C>
Net  revenues  . . . . . . . . . . .  $ 75,543   $101,656   $45,100  $60,509

Costs and expenses:

    Cost  of sales . . . . . . . . .    67,186     96,536    38,787   57,752

    Other operating costs and expenses   1,503      1,624       637      689

    Selling, general & administrative
      expenses. . . . . . . . . . . .    7,154      9,705     3,552    4,342

   Restructuring and other nonrecurring
      charges . . . . . . . . . . . .       52      2,734         0    2,734

                                        75,895    110,599    42,976   65,517

Operating  profit (loss). . . . . . .     (352)    (8,943)    2,124   (5,008)

Equity in earnings of affiliate. .  .    1,089          -       553        -

Interest  expense . . . . . . . . . .    1,399      1,657       658      845

Earnings (loss) before income taxes. . .  (662)   (10,600)    2,019   (5,853)

Provision for income taxes . . . . . .      41        166         0      190

Net earnings (loss). . . . . . . . .  $   (703)  $(10,766)  $ 2,019  $(6,043)

Net earnings (loss) per common share  $   (.02)  $   (.28)  $   .03  $  (.15)

Weighted average number of common and
  common equivalent shares outstanding  41,487     40,274    59,684   40,295

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

<TABLE>
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                            (In thousands of dollars)
<CAPTION>
                                                      Sept. 30,     March 31,
                                                         1997          1997
                                                     (Unaudited)
     <S>                                              <C>          <C>
     ASSETS
     Current Assets:
       Cash and cash equivalents  . . . . . . . . .   $  2,726      $  2,640
       Accounts receivable (less allowances of
         $4,591 and $6,001, respectively) . . . . .      8,165        12,452
       Inventories  . . . . . . . . . . . . . . . .     12,643        13,329
       Prepaid expenses and other current assets  .      8,140         6,497
     
         Total current assets . . . . . . . . . . .     31,674        34,918
     
     Property and equipment - (at cost less
       accumulated depreciation and amortization
       of $3,342 and $3,521, respectively). . . . .      1,721         2,130
     Investment in unconsolidated affiliate . . . .     17,022        16,033
     Other assets . . . . . . . . . . . . . . . . .      5,319         5,687
     
         Total Assets . . . . . . . . . . . . . . .   $ 55,736      $ 58,768
     
     LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities:
       Notes payable  . . . . . . . . . . . . . . .   $  3,830      $  5,689
       Current maturities of long-term debt . . . .         86            85
       Accounts payable and other current
         liabilities  . . . . . . . . . . . . . . .     12,800        13,053
       Accrued sales returns  . . . . . . . . . . .      3,094         2,730
       Income taxes payable . . . . . . . . . . . .         90           103
     
         Total current liabilities  . . . . . . . .     19,900        21,660
     
     Long-term debt . . . . . . . . . . . . . . . .     20,804        20,856
     Other non-current liabilities  . . . . . . . .        201           223
     
     Shareholders' Equity:
     Preferred stock - $.01 par value, 10,000,000
       shares authorized, 8,016 and 10,000 shares
       issued and outstanding, respectively . . . .      7,214         9,000
     Common stock - $.01 par value, 75,000,000
       shares authorized, 44,091,698 and 40,335,642
       shares issued and outstanding, respectively.        441           403
     Capital in excess of par value . . . . . . . .    110,769       109,278
     Accumulated deficit  . . . . . . . . . . . . .   (103,791)     (102,843)
     Cumulative translation adjustment  . . . . . .        198           191
     
         Total shareholders' equity   . . . . . . .     14,831        16,029
     
         Total Liabilities and Shareholders' Equity   $ 55,736      $ 58,768
     
     
     The accompanying notes are an integral part of the interim consolidated
     financial statements.

</TABLE>

<TABLE>
     
                 EMERSON RADIO CORP. AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)
                       (In thousands of dollars)
<CAPTION>
                                                    Six Months Ended
                                                     September 30,
                                                    1997        1996
<S>                                               <C>        <C>
Cash Flows from Operating Activities:

  Net cash provided by operating
    activities . . . . . . . . . . . . . . . .    $  2,005   $  3,322

Cash Flows from Investing Activities:

  Purchases of investment securities. . . . . .        -     $ (2,256)
  Other. . . . . . . . . . . . . . . . . . . .          13        (56)
  Net cash provided (used) by investing
    activities . . . . . . . . . . . . . . . .          13     (2,312)

Cash Flows from Financing Activities:

  Net repayments under line of credit
    facility . . . . . . . . . . . . . . . . .      (1,859)    (1,965)
  Other. . . . . . . . . . . . . . . . . . . .         (73)      (176)
  Net cash used by financing
    activities . . . . . . . . . . . . . . . .      (1,932)    (2,141)

Net increase (decrease) in cash and cash
  equivalents  . . . . . . . . . . . . . . . .          86     (1,131)
Cash and cash equivalents at beginning
  of year. . . . . . . . . . . . . . . . . . .       2,640     16,133

Cash and cash equivalents at end of period . .    $  2,726(a) $15,002(a)

Supplemental disclosure of cash flow information:

  Interest paid  . . . . . . . . . . . . . . .    $  1,399   $  1,661

  Income taxes paid  . . . . . . . . . . . . .    $     31   $     15

(a)   The balances at September 30, 1997 and 1996 include $1.7 million and  $4.0
million,  respectively,  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.

</TABLE>
     
                      EMERSON RADIO CORP. AND SUBSIDIARIES
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                             (Unaudited)
NOTE 1

      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 September  30,  1997  and  the
results  of  operations for the three and six month periods ended September  30,
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
materially differ from those estimates.

      Due to the seasonal nature of the Company's consumer electronics business,
the  results  of operations for the three and six month periods ended  September
30, 1997 are not necessarily indicative of the results of operations that may be
expected for the full year ending March 31, 1998.

NOTE 2

     Net earnings per common share for the three months ended September 30, 1997
is  based  on  the  weighted average number of shares and related  common  stock
equivalents  outstanding  during the period.  Common Stock  equivalents  include
17,312,000  shares  assuming conversion of $8.0 million of  Series  A  Preferred
Stock at a price equal to 80% of the weighted average market value of a share of
Common Stock, determined on a quarterly basis.

      Net  loss  per  common  share for the three and six  month  periods  ended
September  30, 1996 and the six month period ended September 30, 1997 are  based
on  the net loss and deduction of preferred stock dividend requirements and  the
weighted  average  number  of shares of common stock outstanding   during   each
period.  These per share amounts do not include common stock equivalents assumed
outstanding since they are anti-dilutive.

     In February 1997, the Financial Accounting Standards Board issued Statement
No.  128,  "Earnings Per Share" ("FAS 128"), which is required to be adopted  on
December  31,  1997.  At that time, the Company will be required to  change  the
method  currently  used to compute earnings per share and to restate  all  prior
periods.  Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded.  The impact of FAS 128 on
the calculation of primary earnings per share is not expected to be material.

NOTE 3

      The  provision for income taxes for the three and six month periods  ended
September  30, 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 three months ended June 30, 1997 or the three
and six month periods ended September 30, 1996.

NOTE 4

      Spare  parts  inventories,  net of reserves,  aggregating  $1,259,000  and
$1,469,000 at September 30, 1997 and March 31, 1997, respectively, are  included
in "Prepaid expenses and other current assets."

NOTE 5

      On  December 10, 1996, the Company purchased from Sport Supply Group, Inc.
("SSG") 1,600,000 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 1,000,000 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  $4,228,000 in open market transactions.  Based upon the Company's  purchase
of  the  SSG Stock as set forth above, and SSG's open market repurchases of  SSG
Stock through August 1, 1997, the Company owns approximately 28% of SSG's issued
and   outstanding  shares of Common Stock. If the Company exercises all  of  the
SSG   Warrants, it will  beneficially own  approximately 36%  of   SSG's  issued
and outstanding Common Stock. In addition,  the Company has arranged for foreign
trade  credit financing of $2 million for the benefit of SSG to supplement SSG's
existing credit facilities. In connection with such purchase, SSG appointed  the
Company's  designees  to  become the majority of the members  of  its  Board  of
Directors  and the Company's management is directly involved in SSG's day-to-day
operations.  In March 1997, SSG's stockholders elected Emerson's nominees  as  a
majority of the members of its Board of Directors.

      The investment in, and results of operations of, SSG are accounted for  by
the  equity  method.   SSG's  fiscal year end was  October  31;  therefore,  the
Company's  equity in earnings (losses) of SSG has been recorded on  a  two-month
delay  basis.  SSG subsequently changed its year end to September 30, therefore,
the  Company's equity in earnings (losses) of SSG will be recorded on  a  three-
month  delay  basis.   The  Company's investment in  SSG  includes  goodwill  of
$3,967,000  which  is being amortized on a straight line basis  over  40  years.
Equity  in  earnings of SSG was $553,000 and $1,089,000 for the  three  and  six
month  periods  ended September 30, 1997.  At September 30, 1997, the  aggregate
market  value quoted on the New York Stock Exchange of Emerson's shares  of  SSG
Common  Stock  was  approximately $17,730,000. Summarized financial  information
derived  from SSG's financial reports to the Securities and Exchange  Commission
was as follows (in thousands):

<TABLE>
                                             (Unaudited)
                                          As of August 1, 1997
                                      
 <S>                                         <C>
 Current assets                              $34,112
 Property, plant and equipment                   
   and other assets                           18,491
 Current liabilities                           7,149
 Long-term debt                                6,414
                                                
                                           (Unaudited)
                                       For the nine months
                                       ended August 1, 1997

 <S>                                         <C>
 Net revenues                                $66,117
 Gross Profit                                 26,144
 Earnings from continuing operations           3,580
 Loss from discontinued operations            (2,574)
 Net earnings                                     21

</TABLE>

NOTE 6

<TABLE>
Long-term debt consists of the following:
(In thousands of dollars)

<CAPTION>
                                       Sept. 30,    March 31,
                                          1997        1997

<S>                                      <C>         <C>
8 1/2% Senior Subordinated Convertible
  Debentures Due 2002
  (the "Debentures"). . . . . . .        $20,750     $20,750
Other . . . . . . . . . . . . . .            140         191

                                          20,890      20,941
Less current obligations. . . . .             86          85
                                         $20,804     $20,856

</TABLE>

NOTE 7

     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  29,152,542  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  formulating  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 15,286,172 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%  of  the  Emerson  common  stock
outstanding per quarter, 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.   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).  Such  termination of the Settlement Agreement  and  execution  of  the
Consent  Judgments would likely result in a change of ownership control  of  the
Company  which is an event of default under the Company's borrowing  facilities.
Such  default  entitles  the  holders, in 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 $2,453,000, 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.  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  $93,563,000,   of   which
$86,785,000 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, in light of the foregoing,
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, its affiliate  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,  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.

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.  See Other Information -  Part  II,
Item 5.

General

      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 existing agreements relating  to  sales  of
certain products to Wal-Mart Stores, Inc. ("Wal-Mart"), Daewoo manufactures  and
sells 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. No assurance can be made that the Company will be
able to renew, renegotiate or replace such license/supply agreements on
terms favorable to it 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 Makro International Far East Ltd.  in
China,  Indonesia, Malaysia, Philippines, South Korea, Taiwan and  Thailand.  In
November  1997, this agreement was amended to expand World Wide One's  sales  to
two  additional parties. The term is initially for 18 months, subject to  a  six
month  trial  period. 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

      Consolidated  net  revenues for the  three and  six  month  periods  ended
September  30, 1997 decreased $15,409 (or 25%) and $26,113 (or 26%) as  compared
to  the  same  periods  in the fiscal year ended March 31, 1997 ("Fiscal 1997"),
respectively.  The decrease 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) audio  products,
due  to  increased demand on foreign suppliers which are producing  at  or  near
capacity  and  shortages of component parts, and (ii) car audio products,  which
were  discontinued in the current year. Furthermore, the Company's Canadian  and
European  sales  decreased $1.4 and $4.1 million for the  three  and  six  month
periods  ended  September 30, 1997,  respectively, relating to  the  closure  of
these  operations  in favor of independent distributors.  The  reduced  revenues
were  partially  offset  by  increased  sales  of  microwave  ovens  which   was
attributable to a broader product line and the introduction of the Company's new
home  theater product, CinemaSurround(trademark), into France, Germany,  the  UK
and Switzerland, as well as the U.S. market.  Revenues earned from the licensing
of  the Emerson and G-Clef trademark were $1,507,000 and $2,507,000 in the three
and  six  month  periods ended September 30, 1997 as compared to $1,001,000  and
$2,002,000 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.   Although the Company expects its United States sales for the  quarter
ending  December 31, 1997 to be lower than the third quarter of Fiscal 1997  due
to  the  Daewoo  agreement, the Company expects its U.S. gross sales,  excluding
video products, to improve and its margins on such sales to also improve due  to
the change in product mix to higher margin products.

      Cost  of sales, as a percentage of consolidated revenues, was 86% and  89%
for  the three and six month periods ended September 30, 1997 as compared to 95%
for  the same periods in Fiscal 1997, respectively.  The significant improvement
in  gross profit margins for the three and six month periods ended September 30,
1997  as  compared  to  the  same  periods in  the  prior  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 six month periods ended September 30, 1997,  products
representing  approximately 83% and 86% of net revenues were  directly  imported
from manufacturers to the Company's customers as compared to 60% and 51% for the
same periods in the prior year, respectively.

      The  Company's gross profit margins continue to be impacted by the pricing
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(trademark), and (iv) distributor agreements  in
Canada,  Europe and parts of Southeast 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 declined $52,000 and $121,000  in  the
three  and  six month periods ended September 30, 1997 as compared to  the  same
periods  in  Fiscal 1997, respectively, primarily as a result of the closure  of
the Company's Canadian operations.

      Selling, general and administrative expenses ("S,G&A") as a percentage  of
revenues, was 8% and 9% for the three and six month periods ended September  30,
1997, as compared to 7% and 10% for the same  periods
in Fiscal 1997, respectively. In absolute terms, S,G&A decreased by $790,000 and
$2,551,000  in  the  three and six month periods ended  September  30,  1997  as
compared to the same period in Fiscal 1997, respectively.  In the three and  six
month  periods ended September 30, 1997, the decrease was primarily attributable
to  a  reduction  in  compensation expense relating to the Company's  downsizing
program in the U.S.  The decrease was also favorably impacted by a reduction  in
professional fees for the six months ended September 30, 1997.

      The  Company  recorded  restructuring and other  nonrecurring  charges  of
$52,000  and  $2,734,000 in the six month periods ended September 30,  1997  and
1996, respectively.  The charges recorded in the six months ended September  30,
1997 include costs for employee severances relating to further downsizing of the
Company's  U.S.  operations.  The charges recorded  for  the  six  months  ended
September  30, 1996 included (i) costs for employee severance, asset writedowns,
and  facility and equipment lease costs totaling $917,000 related to the closure
of  the Company's local Canadian office and distribution operations in favor  of
an independent distributor, and (ii) $1,817,000 of non-recurring charges related
to   the   proposed   but  unsuccessful  acquisition  of  International   Jensen
Incorporated.

      Equity in earnings of SSG amounted to $553,000 and $1,089,000 in the three
and six month periods ended September 30, 1997, respectively.  SSG reported  two
consecutive quarters of record earnings as compared to the same periods  a  year
ago in its first two full quarters under Emerson's management.

      Interest expense decreased by $187,000 and $258,000 in the three  and  six
month  periods ended September 30, 1997 as compared  to  the  same  periods   in
Fiscal  1997,  respectively.  The decrease was  attributable  to  lower  average
borrowings  on the U.S. revolving line of credit facility. The average  rate  in
effect  on  the credit facility for the three month periods ended September  30,
1997 and 1996 was approximately 9.75% and 9.50%, respectively.

     As a result of the foregoing factors, the Company generated net earnings of
$2,019,000  for the three month period ended September 30, 1997 and  incurred  a
net  loss  of  $703,000 for the six month period ended September  30,  1997,  as
compared  to  a net loss of $6,043,000 and $10,766,000 for the same  periods  in
Fiscal 1997, respectively.

Liquidity and Capital Resources

     Net cash provided by operating activities was $2,005,000 for the six months
ended  September  30,  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 $13,000 for the six  months
ended September 30, 1997.

      In  the  six  months  ended September 30, 1997,  the  Company's  financing
activities  utilized  $1,932,000 of cash.  The Company  reduced  its  borrowings
under  its U.S. line of credit facility by $1,859,000 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. and Canadian 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 September 30, 1997,
there was approximately $3.8 million outstanding on the Company's revolving loan
facility.   At  September 30, 1997, the Company's letter of credit facility  was
not  utilized. Based on the "Borrowing Base" amount at September 30, 1997,  $1.1
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 September 30, 1997, the Company was in compliance  with
all such covenants.  The Company plans to renegotiate or replace 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 or replace 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 $30.0 million with a bank in Hong Kong consisting  of  the
following: (i) a $3.5 million credit facility and a $1.5 million seasonal credit
facility  which  expires on December 15, 1997, both of which are 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 September 30, 1997, the Company's  Hong
Kong subsidiary had pledged $1.7 million in certificates of deposit to this bank
to  assure the availability of these credit facilities.  At September 30,  1997,
there  were  approximately $3.9 million and $12.3 million of letters  of  credit
outstanding  on  the  combined $5.0 million and $25 million  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.  Although the  Company  believes  that  its
relationship  with  its bank in Hong Kong is good, 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.

      The  Company  successfully  concluded  several  licensing  agreements  for
existing  core  business  products  and new  products,  and  intends  to  pursue
additional  licensing opportunities.  The Company believes that  such  licensing
activities  will have a positive impact on net operating results  by  generating
royalty  income  with  minimal  costs, if any,  and  without  the  necessity  of
utilizing working capital or accepting customer returns.

      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 (i) operations is dependent upon the Company achieving its
business  plan  and   (ii) institutional  financing  is   dependent   upon   the
Company's  ability  to  renegotiate, or refinance  its  credit  facilities.  The
Company's  results  of operations were substantially in line with  its  business
plan  for the six months ended September 30, 1997. Current trends show that  the
Company's  results of operations for the three months ended December  31,  1997,
will  be  significantly improved as compared with the third  quarter  of  Fiscal
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  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
49%  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 86% for  the  six  months  ended
September  30,  1997.  This increase in the direct import portion  of  sales  is
critical in providing sufficient working capital to meet its sales and liquidity
objectives.   If the Company does not obtain these objectives, it may  not  have
sufficient  working capital to finance its operations.  It may be necessary  for
the  Company to reduce its investment in the SSG Stock to adequately finance the
Company's operations.

      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, if at all. Additionally, at  September  30,  1997  the
Company  was  in  arrears on $727,000 of  dividends on the  Company's  Series  A
Preferred  Stock.  The preferred stock is convertible into common stock  at  any
time during the period  beginning on March 31, 1997 and ending on March 31, 2002
and  at a price per share of common stock 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 date of conversion.  The  preferred
stock dividend rate for Fiscal 1998 is 5.6%.

      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
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
adverse  outcome  of  certain  matters  discussed  in  Note  7  to  the  Interim
Consolidated Financial Statements included herein.

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 7
          of  Notes  to Interim Consolidated Financial Statements filed  in
          Part I of Form 10-Q for the quarter ended September 30, 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  and  Part  III - Item 1 - Legal Proceedings  in  the
          Company's quarterly report on Form 10-Q for the quarterly  period
          ended June 30, 1997.

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.   The
          Company is currently in arrears on $727,000 of dividends  on  the
          Company's Series A Preferred Stock.

                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 September 30,  1997,
          the  Company issued a total of 3,460,026 and 3,756,056 shares  of
          the  common stock, respectively, upon conversion of 1684 and 1984
          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.   Preferred Stock Dividends.

               As of the date of this report, the Company was in arrears on
          $727,000 of dividends on its Series A Preferred Stock.

ITEM 4.   Not Applicable.

ITEM 5.   Other Information.

               (a)  Certain statements in this quarterly report on Form 10-
          Q  under  the  caption "Management's Discussion and  Analysis  of
          Financial  Condition and Results of Operations" and elsewhere  in
          this  quarterly report and in future filings by the Company  with
          the  Securities  and  Exchange  Commission,  constitute  "forward
          looking  statements" within the meaning of the Reform Act.   Such
          forward  looking  statements involve  known  and  unknown  risks,
          uncertainties,  and  other factors which  may  cause  the  actual
          results,  performance  or  achievements  of  the  Company  to  be
          materially  different  from any future  results,  performance  or
          achievements  expressed  or  implied  by  such  forward   looking
          statements.  Such factors include, among others,  the  following:
          product   supply  and  demand;  general  economic  and   business
          conditions  of  the  retail  consumer electronics  market;  price
          competition   and   competition  from  companies   with   greater
          resources;  success  of  operating initiatives  and  new  product
          introductions,  including  CinemaSurround(trademark);   operating
          costs  including continuing the Company's cost reduction  program
          and Company's return to vendor program; effects of foreign trade;
          effects of the reversion of Hong Kong to the sovereignty  of  the
          Peoples'  Republic of China; advertising and promotional efforts;
          brand  awareness; the existence or absence of adverse  publicity;
          outcome  of  the  events  described in  Note  7  to  the  Interim
          Consolidated  Financial  Statements  which  is  incorporated   by
          reference  herein; success of the Company's acquisition  strategy
          including  results  of  SSG's  operations;  changes  in  business
          strategy  or development plans; maintaining important  agreements
          such  as  the  agreement with Daewoo and the Management  Services
          Agreement  with SSG; success of management's strategy to  finance
          or  refinance  the Company's operations; quality  of  management;
          success   of  licensing  arrangements;  business  abilities   and
          judgment of personnel; availability of qualified personnel; labor
          and  employee benefit costs; changes in, or the failure to comply
          with, government regulations and other factors referenced in this
          quarterly report.

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.*

          (11) Computation of Primary Earnings Per Share.*

                (27)  Financial Data Schedule for the six months ended
          September 30, 1997.*

(b)            Reports on Form 8-K:

               (1)  During the three month period ended September
          30, 1997, no Form 8-K was 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:  November 14, 1997      /s/ Geoffrey P. Jurick
                                  Geoffrey P. Jurick
                                  Chairman, Chief Executive Officer and
                                  President





Date: November 14, 1997       /s/ John P. Walker
                                  John P. Walker
                                  Executive Vice President and
                                  Chief Financial Officer