SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              FORM 10-Q (Mark One)

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

For the quarterly period ended           December 31, 2000
                               -------------------------------------------------
                            or

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

For the transition period from ________________________ to _____________________


Commission file number                      0-25226

                               EMERSON RADIO CORP.

             (Exact name of registrant as specified in its charter)

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

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


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

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

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

Indicate the number of shares outstanding of common stock as of
February 9, 2001: 31,275,082.



<PAGE>


                         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                          Nine Months Ended
                                             ---------------------------------------    -----------------  ---------------------
                                               December 31,          December 31,         December 31,           December 31,
                                                   2000                  1999                 2000                   1999
                                             -----------------      ----------------    ----------------   ---------------------


<S>                                              <C>                   <C>                  <C>                   <C>
Net revenues                                     $ 60,058              $ 61,319             $239,841              $160,297

Costs and expenses:

   Cost of sales                                   47,713                52,987              204,368               140,667

   Other operating costs and expenses                 399                 1,303                3,021                 2,953
   Selling, general & administrative
      expenses                                      6,367                 4,877               16,080                12,304
                                                -----------------     -----------------    ------------------    -----------------
                                                   54,479                59,167              223,469               155,924
                                                -----------------     -----------------    ------------------    -----------------

Operating income                                    5,579                 2,152               16,372                 4,373

Equity in earnings (loss) of
      affiliate                                      (867)                 (425)              (1,473)                   76
Interest expense, net                                (517)                 (563)              (1,520)               (1,756)
                                                -----------------     -----------------    ------------------    -----------------

Income before income taxes                          4,195                 1,164               13,379                 2,693

Provision for income taxes                            487                    37                1,508                   296

                                                 -----------------     -----------------    ------------------    ----------------
Net income                                       $  3,708              $  1,127             $ 11,871              $  2,397
                                                 =================     =================    ==================    ================
Net income per common share

   Basic                                         $    .12              $    .02             $    .33              $    .05
                                                 ==================    =================    ===================   ================
   Diluted                                       $    .10              $    .02             $    .30              $    .04
                                                 ==================    =================    ===================   ================
Weighted average number of
   common shares outstanding

   Basic                                           31,272                47,828               36,303                47,828
                                                  =================    =================    ==================   ================
   Diluted                                         39,955                55,609               44,535                55,615
                                                  =================    =================    ==================   ================
</TABLE>

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

<PAGE>

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                 (In thousands)
<CAPTION>

                                                                                        December 31,            March 31,
                                                                                            2000                   2000
                                                                                     --------------------    --------------
                                                                                     (Unaudited)

                                             ASSETS

             Current Assets:
<S>                                                                                    <C>                   <C>
               Cash and cash equivalents                                               $ 10,852              $  8,539
               Available for sale securities                                                  4                    37
               Accounts receivable (less allowances of
                  $4,001 and $3,977, respectively)                                        5,579                 4,756
               Other receivables                                                            459                 4,027
               Inventories                                                               23,220                14,384
               Prepaid expenses and other current assets                                  1,754                 2,653
                                                                                     --------------------    -----------------
                  Total current assets                                                   41,868                34,396

             Property and equipment - (net of
                 accumulated depreciation and amortization
                 of $3,739 and $3,402, respectively)                                      1,026                 1,034
             Investment in affiliates and joint venture                                  19,980                20,277
             Other assets                                                                 1,733                 2,289
                                                                                     --------------------    -----------------
                  Total Assets                                                         $ 64,607              $ 57,996
                                                                                     ====================    =================

                              LIABILITIES AND SHAREHOLDER'S EQUITY
             Current Liabilities:

               Notes payable                                                           $  2,604              $  2,914
               Current maturities of long-term debt                                          94                    97
               Accounts payable and other current
                 Liabilities                                                             20,132                16,499
               Accrued sales returns                                                      5,227                 4,897
               Income taxes payable                                                       1,461                   135
                                                                                     --------------------    -----------------
                  Total current liabilities                                              29,518                24,542

             Long-term debt, less current maturities                                     20,750                20,750
             Other non-current liabilities                                                   75                   141

             Shareholders' Equity:
              Preferred shares - 10,000,000 shares authorized;
                   3,677 shares issued and outstanding                                    3,310                 3,310

              Common shares - $.01 par value, 75,000,000  shares  authorized;
                   51,406,615 and 51,331,615   shares  issued;   31,275,082
                   and 46,477,615 shares outstanding                                        514                   513

               Capital in excess of par value                                           113,363               113,289
               Cumulative translation adjustment                                            (82)                  (76)
               Unrealized loss on marketable securities                                     (36)                 --
               Accumulated deficit                                                      (89,613)             (101,445)
               Treasury stock, at cost 20,131,533 and
                 4,854,000 shares, respectively                                         (13,192)               (3,028)
                                                                                     --------------------    -----------------
                  Total shareholders' equity                                             14,264                12,563
                                                                                     --------------------    -----------------
                  Total Liabilities and Shareholders' Equity                           $ 64,607              $ 57,996
                                                                                     ====================    =================

</TABLE>

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


<PAGE>
<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (In thousands)

                                                                        Nine Months Ended

                                                                December 31,     December 31,
                                                                    2000             1999
                                                                ------------     -----------
Cash Flows from Operating Activities:

<S>                                                             <C>            <C>
  Net cash provided by operating
    activities                                                  $  14,317        $   3,175
                                                                 ---------       ---------

Cash Flows from Investing Activities:

   Investment in Affiliate                                         (1,158)             --
  Other                                                              (365)            (682)
                                                                  ---------       --------
   Net cash used by investing
    activities                                                     (1,523)            (682)
                                                                  ----------      --------

Cash Flows from Financing Activities:

   Purchase of Common Stock                                       (10,164)            --
   Net repayments under Line of Credit                               (310)          (2,216)
   Other                                                              ( 7)             (46)
                                                                   ----------      --------
  Net cash used by financing
    activities                                                    (10,481)          (2,262)
                                                                   ----------      --------

  Net increase in cash and cash
    equivalents                                                     2,313              231

Cash and cash equivalents at beginning
  of year                                                           8,539            3,100
                                                                  ----------      --------

Cash and cash equivalents at end of period                      $  10,852          $ 3,331
                                                                  ==========      ========

</TABLE>

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

                      EMERSON RADIO CORP. AND SUBSIDIARIES

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

NOTE 1 - BUSINESS

         The unaudited interim  consolidated  financial  statements  reflect all
normal  and  recurring  adjustments  that are,  in the  opinion  of  management,
necessary to present a fair statement of Emerson Radio Corp.'s (the "Company" or
"Emerson")  consolidated  financial  position  as of  December  31, 2000 and the
results of operations  for the three and nine month  periods ended  December 31,
2000 and  December  31,  1999.  The  unaudited  interim  consolidated  financial
statements  have been  prepared  pursuant  to the rules and  regulations  of the
Securities  and Exchange  Commission  and  accordingly do not include all of the
disclosures  normally  made  in  the  Company's  annual  consolidated  financial
statements.  It is suggested that these unaudited interim consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto for the fiscal year ended March 31, 2000 ("Fiscal 2000"), included
in the Company's annual report on Form 10-K.

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

         Due to  the  seasonal  nature  of the  Company's  consumer  electronics
business,  the results of operations  for the three and nine month periods ended
December 31, 2000 are not  necessarily  indicative  of the results of operations
that may be expected  for any other  interim  period or for the full year ending
March 31, 2001 ("Fiscal 2001").

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

         For Fiscal 2000,  and prior year,  the  Company's  financial  reporting
periods ended the Friday  closest to the calendar  quarter.  Beginning in Fiscal
2001, the Company  changed its financial  reporting year to end March 31 and the
quarters  to end on the last day of the  month.  Such  change  in the  Company's
financial  reporting  year  will not have a  material  effect  on the  Company's
results of operations.

<PAGE>

NOTE 2 - COMPREHENSIVE INCOME

         The Company's total  comprehensive  income for the three and nine month
periods  ended  December  31,  2000 and  December  31,  1999 are as follows  (in
thousands):

<TABLE>
<CAPTION>
                                                                        Three Months Ended                     Nine Months Ended
                                                                 ---------------------------------     -----------------------------
                                                                    December          December           December         December
                                                                    31,2000            31,1999            31,2000         31,1999
                                                                 ---------------   --------------      --------------   ------------

<S>                                                              <C>                <C>                 <C>               <C>
Net income                                                       $ 3,708            $ 1,127             $11,871           $2,397
Currency translation adjustment                                       (2)                (2)                 (6)               2
Unrealized gain (loss)on securities, net
                                                                      (8)                87                 (36)            (280)
                                                                 ---------------    --------------      --------------    ----------

Comprehensive income                                             $ 3,698            $ 1,212             $11,829           $2,119
                                                                 ===============    ==============      ==============    ==========
</TABLE>

NOTE 3 - EARNINGS PER SHARE

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

<TABLE>
<CAPTION>
                                                        Three Months Ended                            Nine Months Ended
                                              ------------------------------------------    ----------------------------------------
                                                December 31,          December 31,            December 31,           December 31,
                                                    2000                  1999                  2000                   1999
                                                ------------------    ------------------    ------------------    ------------------

Numerator:

<S>                                             <C>                   <C>                   <C>                   <C>
Net income                                      $   3,708             $   1,127             $  11,871             $   2,397
Less:  preferred stock dividends                       13                    26                    39                    78
                                                ------------------    ------------------    ------------------    ------------------
Numerator for basic earnings per
    share - income available to
    common stockholders                             3,695                 1,101                11,832                 2,319
Add back to effect assumed conversions:
  Preferred stock dividends                            13                    26                    39                    78
  Interest on convertible debentures                  441                    --                 1,323                     --
                                                ------------------    ------------------    ------------------    ------------------
  Numerator for diluted earnings
    per share                                   $   4,149             $   1,127              $ 13,194              $  2,397
                                                ==================    ==================    ==================    ==================

Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                         31,272                47,828                36,303                47,828
Effect of dilutive securities:
  Preferred shares                                  2,510                 7,781                 2,510                 7,787
  Convertible debentures                            5,204                    --                 5,204                     --
  Options and warrants                                969                    --                   518                     --
                                                ------------------    ------------------    ------------------    ------------------

Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                                    39,955                55,609                44,535                55,615
                                                ==================    ==================    ==================    ==================
Basic earnings per share                        $     .12             $     .02             $     .33             $     .05
                                                ==================    ==================    ==================    ==================
Diluted earnings per share                      $     .10             $     .02             $     .30             $     .04
                                                ==================    ==================    ==================    ==================

</TABLE>


<PAGE>


NOTE 4 - CAPITAL STRUCTURE

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

         During the quarter ended  December 31, 2000,  there were no conversions
or repurchases  of the Company's  Series A Preferred  Stock.  During the quarter
ended  December  31,  1999,  the Company  repurchased  37 shares of its Series A
Preferred  Stock.  There were no conversions of the Company's Series A Preferred
Stock for the quarter  ended  December  31, 1999.  If all  existing  outstanding
preferred shares were converted at December 31, 2000,  approximately 2.5 million
additional  common shares would be issuable.  The dividend rates on the Series A
Preferred  Stock at December  31, 2000 and December 31, 1999 were 1.4% and 2.8%,
with $977,000 and $905,000 of dividends in arrears,  respectively.  The dividend
rate is 1.4%  until  March  31,  2001 at which  time no  further  dividends  are
payable.

         At December 31, 2000,  the Company had  outstanding  approximately  1.7
million  options  with  exercise  prices  ranging  from  $1.00  to  $1.10,   and
approximately 737,000 outstanding warrants at a conversion price of $1.30.

         The Company also has outstanding  approximately $20.8 million of Senior
Subordinated Convertible Debentures due in 2002. See "Note 8 - Long Term Debt".

NOTE 5 - INCOME TAXES

          Income tax  provisions  for the quarterly  periods ended  December 31,
2000 and December 31, 1999 relates  primarily to its  international  operations.
For the quarter  ended  December  31, 1999 a provision  of $656,000 was recorded
which was offset by a tax credit of $619,000,  as a result of a favorable  court
ruling pertaining to a foreign subsidiary.

         As of March  31,  2000 the  Company  had  federal  net  operating  loss
carryforwards of approximately $130.8 million that expire between 2006 and 2019.
The  utilization of such losses are limited based on Sections 382 and 383 of the
Internal Revenue Code.

NOTE 6 - INVENTORY

         Inventories are comprised  primarily of finished goods which are stated
at the lower of cost (first-in, first-out) or market.

<PAGE>

NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

         At  December  31,  2000  the  Company  owned   2,696,400  (37%  of  the
outstanding)  shares of common stock of Sport Supply  Group,  Inc.  ("SSG") at a
total cost of $17,727,000,  of which 2,269,500 shares were purchased in 1996 and
the balance of the shares were purchased  subsequently.  On January 12, 2001 the
Company  purchased an additional  1,629,629 shares of common stock directly from
Sport  Supply  Group,  Inc.  at a total  purchase  price of $2.2  million.  Upon
completion  of this  transaction  the  Company  owned  4,326,029  (48.6%  of the
outstanding)  shares of common  stock of SSG.  In  addition,  the  Company  owns
warrants to purchase an additional  one million shares of SSG's common stock for
$7.50 per share  ("SSG  Warrants")  which the  Company  purchased  in 1996 at an
aggregate  cost of $500,000.  If the Company  exercises all of the SSG Warrants,
including  the  January  12,  2001   transaction,   it  will   beneficially  own
approximately  53.8% of SSG's issued and outstanding common shares. The warrants
are  scheduled to expire in December  2001.  Effective  March 1997,  the Company
entered into a  Management  Services  Agreement  with SSG,  under which  various
managerial and administrative  services are provided between the companies for a
fee.

         The  investment in, and results of operations of, SSG are accounted for
by the equity method. The Company's investment in SSG includes goodwill which is
being  amortized on a straight  line basis over 40 years.  Summarized  financial
information  derived from the annual and quarterly financial reports as filed by
SSG with the Securities and Exchange Commission was as follows (in thousands):

<TABLE>
<CAPTION>


                                                                                      (Unaudited)
                                                                   December 31, 2000                   March 31, 2000
                                                                   -----------------                   --------------
<S>                                                                 <C>                                       <C>
       Current assets                                               $  42,235                              $ 50,488
       Property, plant and equipment and other assets                  29,383                                30,158
       Current liabilities                                             14,502                                38,450
       Long-term debt                                                  18,799                                   252
       Stockholders' Equity                                            38,317                                41,945

</TABLE>
<TABLE>

                                                                                         (Unaudited)
                                                                 For the 9 Months Ended             For the 9 Months Ended
                                                                   December 31, 2000                  December 31, 1999
                                                                 -----------------------            ----------------------
<S>                                                                 <C>                                   <C>
       Net sales                                                    $  77,706                             $  75,756
       Gross profit                                                    23,232                                28,084
       Net income (loss)                                               (3,665)                                1,056

</TABLE>

<PAGE>

NOTE 8 - LONG TERM DEBT

         As of December 31, 2000 and March 31, 2000, long-term debt consisted of
the following (in thousands of dollars):
<TABLE>
<CAPTION>

                                                                                 December 31,                 March 31,
                                                                                    2000                         2000
                                                                              -----------------        -------------------
  <S>                                                                    <C>                           <C>
  8-1/2% Senior Subordinated Convertible
     Debentures Due 2002                                                       $ 20,750                      $20,750
  Equipment notes and other                                                          94                           97
                                                                          ---------------------         ------------------
                                                                                 20,844                       20,847
  Less current obligations                                                           94                           97
                                                                          ---------------------         ------------------
     Long-term debt                                                            $ 20,750                     $ 20,750
                                                                          =====================         ==================

</TABLE>

         The Senior Subordinated  Convertible Debentures Due 2002 ("Debentures")
were issued in August 1995. The  Debentures  bear interest at the rate of 8 1/2%
per annum, payable quarterly,  and mature on August 15, 2002. The Debentures are
convertible  into  shares of the  Company's  common  stock at any time  prior to
redemption  or maturity at a conversion  price of $3.9875 per share,  subject to
adjustment under certain circumstances.  The Debentures are presently redeemable
in whole or in part at the  Company's  option at a  redemption  price of 102% of
principal,  decreasing  by 1%  per  year  until  maturity.  The  Debentures  are
subordinated to all existing and future senior  indebtedness  (as defined in the
Indenture  governing  the  Debentures).  The  Debentures  restrict,  among other
things,  the  amount of senior  indebtedness  and  other  indebtedness  that the
Company and, in certain  instances,  its consolidated  subsidiaries,  may incur.
Each  Debenture  holder  has the  right to  cause  the  Company  to  redeem  the
Debentures  if  certain   designated  events  (as  defined)  should  occur.  The
Debentures are subject to certain restrictions on transfer.

NOTE 9 - LEGAL PROCEEDINGS

         The Company is involved in a number of legal  proceedings and claims of
various types in the ordinary course of its business.  While any such litigation
to which the Company is a party contains an element of  uncertainty,  management
presently  believes  that the outcome of each such  proceeding or claim which is
pending  or known to be  threatened,  or all of them  combined,  will not have a
material adverse effect on the Company's consolidated financial position.

<PAGE>

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

Results of Operations

     Net Revenues Consolidated net revenues for the three and nine month periods
ended  December 31, 2000  decreased  $1.3 million  (-2.1%) and  increased  $79.5
million  (49.6%) as compared to the same  periods in the fiscal year ended March
31, 2000  ("Fiscal  2000"),  respectively.  Revenues for the three months ending
December 31, 2000 were relatively  unchanged as compared to the same period last
year  primarily from  customers  shifting their orders into earlier  quarters in
order to  assure a supply  of  product  for the  Christmas  selling  season.  In
addition,  revenues for the three months ended  December 31, 2000 benefited from
lower actual and estimated  sales return as compared to the prior  periods.  The
increase in sales of $79.5  million for the nine months ended  December  2000 as
compared to the same period in Fiscal 2000 resulted  primarily from increases in
unit  sales of  audio  products  and  microwave  ovens,  partially  offset  by a
reduction in unit sales of the digital  versatile  disc (DVD) product line.  The
increase in audio product sales was primarily  attributable to the  introduction
of  new  products  and  an  increase  in  distribution   channels.  The  Company
anticipates  that  revenues  for Fiscal  2001 will be higher  than  prior  years
revenues.

     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 79.4% and 85.2% for the three and nine month periods ended December 31, 2000
as  compared  to  86.4%  and  87.8%  for  the  same   periods  in  Fiscal  2000,
respectively. The decrease in the cost of sales as a percentage of sales for the
three  months  ended  December 31, 2000 as compared to the same period in Fiscal
2000  was  primarily  attributable  to:  i) a change  in the  product  mix;  ii)
increased  royalty  revenue,  which does not have an associated  cost,  and iii)
lower actual and  estimated  sales  returns.  The decrease in cost of sales as a
percentage  of sales for the nine months ended  December 31, 2000 as compared to
the same period in Fiscal  2000 was  primarily  attributable  to a change in the
product mix and lower actual and estimated  sales  returns.  While the Company's
strategy calls for selling higher margin products,  the Company  anticipates the
cost of sales to remain  at the level it  achieved  for the nine  months  ending
December 31, 2000 primarily due to competitive pricing.

     Other  Operating  Costs and Expenses Other operating costs and expenses for
the three and nine month periods  ended  December 31, 2000 were 0.7% and 1.3% as
compared to 2.1% and 1.8% for the same periods in Fiscal  2000.  The decrease of
1.4% for the three months ended December 31, 2000 as compared to the same period
in Fiscal 2000 was  primarily due to reduced  warehousing  and freight costs and
reduced fees associated with its  return-to-vendor  program.  For the nine month

<PAGE>

period ended December 31, 2000 as compared to the same period in the prior year,
other  operating  costs decreased from 1.8% to 1.3% of revenues due primarily to
the effect of a higher sales base.

     Selling,   General  and  Administrative   Expenses  ("S,G&A")  S,G&A  as  a
percentage  of net  revenues  increased  from 7.9% to 10.6% for the three months
ended  December  31,  2000 as  compared  to the same  period in Fiscal  2000 and
decreased  from 7.7% to 6.7% for the nine  months  ended  December  31,  2000 as
compared to the same period in Fiscal 2000. The increase in S,G& A for the three
months ended  December 31, 2000 was primarily  related to provisions  related to
substandard  receivables.  The  increase  in  absolute  terms for the nine month
period  ended  December  31, 2000 was the result of an increase in  advertising,
compensation costs and provisions related to substandard receivables,  partially
offset by lower professional costs.

     Equity In Earnings (Loss) Of  Unconsolidated  Affiliate The Company's share
in the earnings of an affiliate  amounted to a losses of $867,000 and $1,473,000
for the three and nine month  periods  ended  December  31,2000 as compared to a
loss of  $425,000  and income of $76,000  for the same  periods in Fiscal  2000,
respectively.

         Interest Expense Net interest expense decreased by $46,000 and $236,000
for the three and nine month periods ended  December 31, 2000 as compared to the
same periods in Fiscal  2000.  The  decrease  was  attributable  primarily to an
increase in interest income.

         Provision  for  income  taxes  Provision  for income  taxes,  which are
primarily attributable to the Company's international  operations,  was $487,000
and $1.5 million for the three and nine month periods ended December 31, 2000 as
compared  to  $37,000  and  $296,000  for  the  same  periods  in  Fiscal  2000,
respectively.

         Net Income As a result of the foregoing factors,  the Company generated
net  income of $3.7  million  and  $11.9  million  for the three and nine  month
periods ended December 31, 2000, as compared to net earnings of $1.1 million and
$2.4 million for the same periods in Fiscal 2000, respectively.

Liquidity and Capital Resources

         Net cash  provided by operating  activities  was $14.3  million for the
nine months ended December 31, 2000. Cash was provided primarily by increases in
net income and accounts payable,  and decreases in other receivables,  partially
offset by an increase in inventory.

         Net cash utilized by investing activities was $1.5 million for the nine
months ended  December 31, 2000.  Cash was  utilized  primarily  for  additional
purchases of shares in its unconsolidated affiliate.

         Net cash used for financing  activities was $10.5 million primarily for
the  purchase  of  the  Company's  stock  for  treasury  and  the  repayment  of
borrowings.

         The  Company  maintains  two credit  facilities  with a Hong Kong based
bank: a $5.0 million  letter of credit  facility and a $35 million  back-to-back
letter of credit  facility  with seasonal  over-advances.  At December 31, 2000,
there was $2.5  million  and $5.5  million,  respectively,  of letters of credit
outstanding under these facilities.

<PAGE>

         At present,  management  believes that future cash flow from operations
and its existing institutional  financing noted above will be sufficient to fund
all of the Company's cash requirements for the next twelve months.

         As of December  31,  2000 the  Company had a proposal to purchase  $2.2
million of Sport Supply  Group,  Inc.  common  stock,  on which it  subsequently
closed on January  12, 2001 (See "Note 7 -  Investment  in Sport  Supply  Group,
Inc."). The Company had no other material commitments for capital expenditures.

Inflation and Foreign Currency

         Neither inflation nor currency fluctuations had a significant effect on
the  Company's  results  of  operations  during the three or nine  months  ended
December  31,2000.  The  Company's  exposure to currency  fluctuations  has been
minimized by the use of U.S. dollar denominated purchase orders, and by sourcing
production in more than one country.  The Company purchases virtually all of its
products from manufacturers located in various Asian countries.

Recent Pronouncements of the Financial Accounting Standards Board

         During the second  quarter of 1998 the Financial  Accounting  Standards
Board (FASB) issued Statement of Financial  Accounting Standards (SFAS) No. 133,
"Accounting for Derivative  Instruments  and Hedging  Activities." In June 1999,
the FASB issued SFAS No. 137 which  deferred the effective  date of SFAS No. 133
by one year.  SFAS No. 133 will be effective for the Company for Fiscal 2002 and
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  This new standard 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.

         In December 1999, the Securities and Exchange Commission staff released
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements"
("SAB No. 101"),  which provides  guidance on the recognition,  presentation and
disclosure of revenue in financial statements.  The Company is required to adopt
SAB No. 101 in the fourth quarter of fiscal 2001.  Management  believes that the
provision of SAB No. 101 may require it to report its estimated  sales return on
a gross basis rather than a currently  utilized  net basis.  This will require a
prior year  reclassification to conform with the new presentation,  but will not
impact the net income as reported on the Consolidated Statements of Operations.

         At the January 2001 meeting,  the Emerging  Issues Task Force  ("EITF")
reached a tentative  conclusion on part of Issue 00-25, "Vendor Income Statement
Characterization  of  Consideration  from a Vendor  to a  Retailer".  Management
believes  if  the  EITF  becomes   effective  its   provisions   may  require  a
reclassification  of certain  expenses,  the net effect of which will not impact
the net income as reported on the Consolidated Statements of Operations.

<PAGE>


Forward-looking Information

         This report  contains  various  forward  looking  statements  under the
Private  Securities  Litigation  Reform  Act of  1995  (the  "Reform  Act')  and
information that is based on Management's beliefs as well as assumptions made by
and information currently available to Management. When used in this report, the
words "anticipate",  "believe",  "estimate", "expect", "predict", "project", and
similar expressions are intended to identify  forward-looking  statements.  Such
statements are subject to certain risks,  uncertainties and assumptions.  Should
one or more of these risks or uncertainties  materialize,  or should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated,  expected  or  projected.  Among the key  factors  that could cause
actual  results to differ  materially  are as  follows:  (i) the  ability of the
Company to continue selling products to its largest customers whose net revenues
represented 55% and 21% of Fiscal 2000 net revenues;  (ii)  competitive  factors
such as  competitive  pricing  strategies  utilized by retailers in the domestic
marketplace that negatively impacts product gross margins;  (iii) the ability of
the  Company to maintain  its  suppliers,  primarily  all of whom are located in
Asian countries; (iv) the ability of the Company to comply with the restrictions
imposed  upon  it by its  outstanding  indebtedness;  and (v)  general  economic
conditions and other risks detailed in the Company's  annual report on Form 10-K
for the  fiscal  year  ended  March 31,  2000 and other  reports  filed with the
Securities  and  Exchange  Commission.  Due to these  uncertainties  and  risks,
readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements, which speak only as of the date of this report.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not material.

                            PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings.
         -----------------


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

ITEM 2.  Changes in Securities and Use of Proceeds.
         ------------------------------------------

                  None

ITEM 3.  Default Upon Senior Securities.
         -------------------------------
                  (a)      None

                  (b)      None

<PAGE>

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:

                           None

         (b)  Reports on Form 8-K - During the three month period ended December
              31, 2000, no Form 8-K was filed.


<PAGE>



                                   SIGNATURES

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

                                         EMERSON RADIO CORP.
                                           (Registrant)

Date:    February 12, 2001               /s/Geoffrey P. Jurick
                                         __________________________________
                                         Geoffrey P. Jurick
                                         Chairman, Chief Executive Officer and
                                         President

Date:    February 12, 2001               /s/John P. Walker
                                         __________________________________
                                         John P. Walker
                                         Executive Vice President and
                                         Chief Financial Officer