SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No. 1)

(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, 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  November
10, 2000: 31,275,082.

<PAGE>

        The undersigned registrant hereby amends the  following items, financial
statements, exhibits or other  portions of  its Quarterly  Report on  Form  10-Q
pursuant  to  the  Securities  and  Exchange  Act  of 1934,  as amended, for the
quarterly period  ended September 30, 2000, as set  forth in the pages  attached
hereto: Part I, Item 1 and 2; and Part II, Item 6, as they pertain to investment
in affiliate.


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<PAGE>
<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                 (In thousands, except earnings per share data)

<CAPTION>

                                                              Three Months Ended                     Six Months Ended

                                                 ----------------------------------------    -------------------------------------
                                                    September 30,         October 1,           September 30,            October 1,
                                                      2000                  1999                   2000                  1999
                                                 ------------------    -----------------     ------------------    ---------------

<S>                                                 <C>                    <C>                  <C>                    <C>
Net revenues                                        $ 97,956               $ 55,531             $ 179,783              $ 98,978

Costs and expenses:

   Cost of sales                                      85,245                 49,409               156,655                87,680
   Other operating costs and expenses                    892                    877                 2,622                 1,650
   Selling, general & administrative
     expenses                                          5,024                  3,563                  9,713                7,427
                                                 -----------------     -----------------     -----------------     -----------------
                                                      91,161                 53,849               168,990                96,757
                                                 -----------------     -----------------     -----------------     -----------------

Operating income                                       6,795                  1,682                10,793                 2,221

Equity in earnings (loss) of
     affiliate                                          (449)                    42                  (606)                  501
Interest expense, net                                   (485)                  (619)               (1,003)               (1,193)
                                                 ------------------     -----------------     -----------------     ----------------

Income before income taxes                             5,861                  1,105                 9,184                 1,529

Provision for income taxes                               743                    250                 1,021                   259
                                                 ------------------     -----------------     -----------------     ----------------

Net income                                          $  5,118               $    855             $   8,163              $  1,270
                                                 ==================     =================     ==================    ================

Net income per common share

             Basic                                  $    .15               $    .02             $     .21              $    .03
                                                 ==================     =================     ==================    ================
             Diluted                                $    .13               $    .02             $     .19              $    .02
                                                 ==================     =================     ==================    ================

Weighted average number of common
   shares outstanding

             Basic                                    33,867                 47,828                38,833                47,828
                                                 ==================     =================     ==================    ================
             Diluted                                  42,277                 55,916                46,950                55,916
                                                 ==================     =================     ==================    ================

</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>
                                                                                        September 30,           March 31,
                                                                                            2000                   2000
                                                                                      -------------------    -----------------
                                                                                         (Unaudited)

                                           ASSETS

         Current Assets:
<S>                                                                                     <C>                  <C>
           Cash and cash equivalents                                                    $  7,354             $  8,539
           Available for sale securities                                                       9                   37
           Accounts receivable (less allowances of
              $4,085 and $3,977, respectively)                                             7,779                4,756
           Other receivables                                                                 817                4,027
           Inventories                                                                    20,318               14,384
           Prepaid expenses and other current assets                                       1,749                2,653
                                                                                      -------------------    -----------------
              Total current assets                                                        38,026               34,396

         Property and equipment - (net of
             accumulated depreciation and amortization
             of $3,635 and $3,402, respectively)                                           1,020                1,034
         Investment in affiliates and joint venture                                       20,766               20,277
         Other assets                                                                      2,197                2,289
                                                                                      -------------------    -----------------
              Total Assets                                                              $ 62,009             $ 57,996
                                                                                      ===================    =================

                            LIABILITIES AND SHAREHOLDER'S EQUITY
         Current Liabilities:

           Notes payable                                                                $  2,167             $  2,914
           Current maturities of long-term debt                                               93                   97
           Accounts payable and other current
             liabilities                                                                  21,190               16,499
           Accrued sales returns                                                           6,166                4,897
           Income taxes payable                                                            1,049                  135
                                                                                      -------------------    -----------------
              Total current liabilities                                                   30,665               24,542

         Long-term debt, less current maturities                                          20,750               20,750
         Other non-current liabilities                                                        90                  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; 51,331,615 shares
             issued; 31,200,082 and 46,477,615 shares
             outstanding                                                                     513                  513
           Capital in excess of par value                                                113,289              113,289
           Cumulative translation adjustment                                                 (80)                 (76)
           Unrealized loss on marketable securities                                          (28)                --
           Accumulated deficit                                                           (93,308)            (101,445)
           Treasury stock, at cost 20,131,533 and
             4,854,000 shares, respectively                                              (13,192)              (3,028)
                                                                                      -------------------    -----------------
              Total shareholders' equity                                                  10,504               12,563
                                                                                      -------------------    -----------------
              Total Liabilities and Shareholders' Equity                                $ 62,009             $ 57,996
                                                                                      ===================    =================


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

</TABLE>

<PAGE>
<TABLE>

<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (In thousands)

                                                                                                     Six Months Ended

                                                                                          -------------------------------------
                                                                                            September 30,        October 1,
                                                                                               2000                 1999
                                                                                          ----------------     ----------------

      Cash Flows from Operating Activities:

<S>                                                                                       <C>                 <C>
        Net cash provided (used) by operating
          activities                                                                      $ 11,125              $(2,268)
                                                                                          ----------------     ----------------

      Cash Flows from Investing Activities:

        Investment in Affiliate                                                             (1,097)                  --
        Other                                                                                 (247)                (676)
                                                                                          ----------------     ----------------
        Net cash used by investing activities                                               (1,344)                (676)
                                                                                          ----------------     ----------------

      Cash Flows from Financing Activities:

        Purchase of Common Stock                                                           (10,164)                  --
        Net borrowings (repayments) under Line of Credit                                      (747)                1,880
        Other                                                                                  (55)                   11
                                                                                          ----------------     ----------------
        Net cash (used) provided by financing
          activities                                                                       (10,966)                1,891
                                                                                          ----------------     ----------------
      Net decrease in cash and cash
          equivalents                                                                       (1,185)               (1,053)
      Cash and cash equivalents at beginning
          of year                                                                            8,539                 3,100
                                                                                          ----------------     ----------------

      Cash and cash equivalents at end of period                                          $  7,354              $ 2,047
                                                                                          ================     ================


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

<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 September 30,
     2000 and  the results of operations for  the  three and  six month  periods
     ended  September 30, 2000  and  October 1,  1999.   The  unaudited  interim
     consolidated  financial statements have been prepared pursuant to the rules
     and regulations of the  Securities and Exchange  Commission and accordingly
     do not include all of the disclosures normally made in the Company's annual
     consolidated financial  statements.  It is suggested  that these  unaudited
     interim consolidated financial  statements be  read in conjunction with the
     consolidated  financial statements  and notes thereto  for the fiscal  year
     ended  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  six month periods
     ended September 30, 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 comprehensive income for the three and six month period ended
September 30, 2000 and October 1, 1999 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                              Three Months Ended                     Six Months Ended

                                                 ----------------------------------------    -------------------------------------
                                                    September 30,         October 1,           September 30,            October 1,
                                                      2000                  1999                   2000                  1999
                                                 ------------------    -----------------     ------------------    ---------------

<S>                                                 <C>                    <C>                  <C>                    <C>
        Net Income                                  $  5,118               $    855             $   8,163              $  1,270
        Currency translation adjustment                   (3)                     4                    (4)                    4
        Unrealized losses on securities, net              (8)                  (119)                  (28)                 (367)
                                                 -----------------     -----------------     -----------------     -----------------

        Comprehensive income                        $  5,107               $    740             $   8,131              $    907
                                                 =================     =================     =================     =================


</TABLE>

<TABLE>
<CAPTION>
     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):

                                                              For the Three                                 For the Six
                                                               Months Ended                                 Months Ended

                                                 ----------------------------------------    ---------------------------------------
                                                    September 30,         October 1,           September 30,            October 1,
                                                      2000                  1999                   2000                  1999
                                                 ------------------    -----------------     ------------------    ----------------

<S>                                                 <C>                    <C>                  <C>                    <C>
Numerator:
        Net income                                   $  5,118               $    855             $   8,163              $  1,270
        Less:  preferred stock dividends                   13                     26                    26                    52
                                                 ------------------    -----------------     ------------------    ----------------

        Numerator for basic earnings per
            share - income available to
            common stockholders                         5,105                    829                 8,137                 1,218
        Add back to effect assumed conversions:
            Preferred stock dividends                      13                     26                    26                    52
            Interest on convertible debentures            441                     --                   882                    --
                                                 ------------------    ---------------       ------------------    ----------------
            Numerator for diluted earnings
               per share                             $  5,559               $    855             $   9,045              $  1,270
                                                 ==================    ===============       ==================    ================

Denominator:
        Denominator for basic earnings
            per share - weighted average
            shares                                     33,867                 47,828                38,833                47,828
        Effect of dilutive securities:
            Preferred shares                            2,620                  8,088                 2,620                 8,088
            Convertible debentures                      5,204                    --                  5,204                   --
            Options and warrants                          586                    --                    293                   --
                                                 ------------------    ---------------       ------------------    ----------------

        Denominator for diluted earnings
            per share - adjusted weighted
            average shares and assumed
            conversions                                42,277                 55,916                46,950                55,916
                                                 ==================    ===============       ==================    ================
        Basic earnings per share                     $    .15               $    .02             $     .21              $    .03
                                                 ==================    ===============       ==================    ================
        Diluted earnings per share                   $    .13               $    .02             $     .19              $    .02
                                                 ==================    ===============       ==================    ================

</TABLE>
<PAGE>

     NOTE 4- CAPITAL STRUCTURE

     The  outstanding  capital  stock  of  the Company  at  September  30,  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 quarters  ended  September  30, 2000 and October 1, 1999,  there
were no conversions  of Series A Preferred  Stock.  If all existing  outstanding
preferred shares were converted at September 30, 2000, approximately 2.6 million
additional  common shares would be issuable.  The dividend rates on the Series A
Preferred  Stock at  September  30, 2000 and October 1, 1999 were 1.4% and 2.8%,
with $964,000 and $879,000 of dividends in arrears,  respectively.  The dividend
rate is 1.4%  until  March  31,  2001 at which  time no  further  dividends  are
payable.

     At  September  30,  2000,  the Company had  outstanding  approximately  1.7
million  options  with  exercise  prices  ranging  from  $1.00  to  $1.10,   and
approximately  987,000  warrants at  conversion  prices  ranging  from $1.30 and
$4.00.

     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  September 30, 2000
and October 1, 1999 consisted of taxes related to international operations.

     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.

     NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     At September 30, 2000 the Company owned 2,656,800 (37% of the  outstanding)
shares of common stock of Sport Supply  Group,  Inc.  ("SSG") at a total cost of
$17,666,000, of which 2,269,500 shares were purchased in 1996 and the balance of

<PAGE>

the shares were purchased  subsequently.  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,  it  will
beneficially own  approximately  44% of the SSG 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  of
$7,355,000  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>


                                                              ------------------------------------------------------------------
                                                                     September 30, 2000                March 31, 2000
                                                              -----------------------------    ---------------------------------
                                                                         (Audited)                       (Unaudited)

<S>                                                                     <C>                                <C>
     Current assets                                                     $ 44,886                           $ 50,488
     Property, plant and equipment and other assets                       28,800                             30,158
     Current liabilities                                                  14,115                             38,450
     Long-term debt                                                       19,034                                252
     Stockholders' Equity                                                 40,537                             41,945

                                                                                         (Unaudited)
                                                              ------------------------------------------------------------------
                                                                 For the 6 Months Ended             For the 6 Months Ended
                                                                    September 30, 2000                  October 1, 1999
                                                              -----------------------------    ---------------------------------

     Net sales                                                          $ 59,505                           $ 56,722
     Gross profit                                                         18,315                             20,065
     Net (loss) income                                                    (1,437)                             2,163


</TABLE>

<PAGE>

     NOTE 8 - LONG-TERM DEBT

     As of  September 30, 2000 and  March 31, 2000, long-term debt  consisted of
the following (in thousands of dollars):

<TABLE>
<CAPTION>

                                                                 September 30,           March 31,
                                                                     2000                  2000
                                                               -----------------     -----------------

<S>                                                               <C>                   <C>
     8 1/2% Senior Subordinated Convertible
        Debentures Due 2002                                       $20,750               $20,750
     Equipment notes and other                                         93                    97
                                                               -----------------     -----------------
                                                                   20,843                20,847

     Less current obligations                                          93                    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 an initial  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,  although the Company has registered the
     offer and sale of the Debentures and the underlying common stock.


<PAGE>


     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.


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 six month periods
ended  September  30, 2000  increased  $42.4  million  (76.4%) and $80.8 million
(81.6%) as compared to the same  periods in the fiscal year ended March 31, 2000
("Fiscal  2000"),  respectively.  The increase in revenues for the three and six
month periods ended September 30, 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 and microwave product sales was primarily attributable to the introduction
of new audio products,  combined with customers ordering products earlier in the
year.  The Company  anticipates  that revenues for the December  quarter will be
comparable to prior years revenues in the same period.

     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.  Effective
January 1, 2001 the Company's Video license agreement  previously held by Daewoo
Electronics  Co. Ltd. will be replaced and expanded  with the agreement  entered
into on October 17, 2000 with Funai Corporation.

     Cost of Sales Cost of Sales, as a percentage of net revenues, was 87.0% and
87.1% for the three and six month periods  ended  September 30, 2000 as compared
to 89.0% and 88.6%  for the same  periods  in  Fiscal  2000,  respectively.  The
decrease  in  the  cost  of  sales  as  a  percentage  of  sales  was  primarily
attributable to a change in the product mix.

     Other Operating Costs and Expenses Other operating costs and expenses, as a
percentage of net revenues for the three and six month  periods ended  September
30, 2000 were 0.9% and 1.5% as compared to 1.6% and 1.7% for the same periods in
Fiscal 2000.  The decrease in other  operating  costs and expenses was primarily
attributable 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  decreased from 6.4% to 5.1% and 7.5% to 5.4% for the
three and six months ended September 30, 2000, as compared to the same period in
Fiscal 2000, respectively. The decrease in S,G&A as a percentage of net revenues
was  primarily  attributable  to the effect of a higher sales base.  In absolute
terms,  S,G&A  increased  by $1.5 million and $2.3 million for the three and six
months ended  September 30, 2000.  The increase in absolute  terms for the three
and six month periods ended  September 30, 2000 was the result of an increase in
advertising and compensation costs, partially offset by a decrease in litigation
costs.

     Equity  In  Earnings (Loss) Of  Unconsolidated  Affiliate    The  Company's
37% share in the  earnings of an  affiliate  amounted to a loss of $449,000  and
$606,000 in the three and six month periods ended September 30, 2000 as compared
to income of $42,000 and $501,000 for the same periods in the prior fiscal year,
respectively.

<PAGE>


     Interest  Expense, net   Net interest  expense  decreased  by $134,000  and
$190,000 in the three and six month periods ended September 30, 2000 as compared
to the same periods in Fiscal 2000, respectively.  The decrease was attributable
to a decrease  in short term  average  borrowings,  and an  increase in interest
income, partially offset by higher borrowing costs.

     Provision for income taxes  Provision for income taxes, which are primarily
attributable  to the  Company's  international  operations,  was $743,000 and $1
million for the three and six month periods ended September 30, 2000 as compared
to $250,000 and $259,000 for the same periods in Fiscal 2000, respectively.

     Net Income  As a result of the foregoing factors, the Company generated net
income of $5.1  million  and $8.2  million  for the three and six month  periods
ended  September  30,  2000,  as compared to net  earnings of $855,000  and $1.3
million for the same periods in Fiscal 2000, respectively.


Liquidity and Capital Resources

     Net cash  provided by operating  activities  was $11.1  million for the six
months ended  September  30, 2000.  Cash was provided  primarily by increases in
accounts  payable and the  profitability  of the Company and  decreases in other
receivables, which were partially offset by increases in accounts receivable and
inventory.

     Net cash  utilized by  investing  activities  was $1.3  million for the six
months ended  September 30, 2000.  Cash was utilized  primarily  for  additional
purchases of shares in its unconsolidated affiliate.

     Net cash used for financing  activities was $11.0 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 September 30, 2000,  there was
$4.7 million and $16.4 million,  respectively,  of letters of credit outstanding
under these facilities.

     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  September  30,  2000 the Company  had no  material  commitments  for
capital expenditures.


<PAGE>

Inflation and Foreign Currency

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations  during the three or six months ended September
30, 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.


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 the Far East; (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.

<PAGE>

                           PART II  OTHER INFORMATION

ITEM 1.  Legal Proceedings.

          For further information on litigation to which the Company is a party,
          reference is made to Part 1 Item-3-Legal  Proceedings in the Company's
          most recent Annual Report on Form 10-K,  and on Form 8-K dated May 25,
          2000.


ITEM 2.  Changes in Securities and Use of Proceeds.

          None.


ITEM 3.  Default Upon Senior Securities.

         (a) None

         (b) None

ITEM 4.  Submission of Matters to a Vote of Security Holders.

          Not Applicable.


ITEM 5.  Other Information.

          (a) None


ITEM 6.  Exhibits and Reports on Form 8-K.

          (a) Exhibits:

             (10)(z) License Agreement  effective as  of January 1, 2001 by  and
                     between Funai Corporation and Emerson Radio Corp.


             (27)    Financial  Data  Schedule for  quarter ended  September 30,
                     2000.*

          (b) Reports  on  Form 8-K  -  During  the three  month  period  ended
              September 30, 2000, no Form 8-K was filed.

----------------------------
*Filed herewith.



<PAGE>




                                   SIGNATURES

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


                               EMERSON RADIO CORP.

                                  (Registrant)

     Date:     January 29, 2001            /s/ Geoffrey P. Jurick
                                           ----------------------
                                           Geoffrey P. Jurick
                                           Chairman, Chief Executive Officer and
                                           President


     Date:     January 29, 2001            /s/ John P. Walker
                                           ------------------
                                           John P. Walker
                                           Executive Vice President and
                                           Chief Financial Officer