##### 



Exhibit 3.1
 CORPORATE BYLAWS
 OF
 EMERSON RADIO CORP.
(a Delaware Corporation)
 ARTICLE 1
 NAME AND OFFICES
 Name
 Registered Office and Agent
 Registered Office
 Registered Agent
 Change of Registered Office or Agent
 Other Offices




---



##### 



ARTICLE 2
 STOCKHOLDERS
 Place of Meetings
 Annual Meetings
 Special Meetings
 Notice
 -2-




---



##### 



Voting List
 Quorum
 -3-




---



##### 



Requisite Vote
 Withdrawal of Quorum
 Voting at Meeting
 Voting Power
 Exercise of Voting Power; Proxies
 -4-




---



##### 



Election of Directors
 Record Date; Closing Transfer Books
 Action Without Meetings
 -5-




---



##### 



Record Date for Action Without Meetings
 -6-




---



##### 



Preemptive Rights
 Nominations for Director
 -7-




---



##### 



ARTICLE 3
 DIRECTORS
 Management Powers
 Number and Qualification
 Election and Term
 -8-




---



##### 



Voting on Directors
 Vacancies and New Directorships
 Removal
 -9-




---



##### 



Meetings
 Place
 Annual Meeting
 Regular Meetings
 Special Meetings
 Notice and Waiver of Notice
 Quorum
 Requisite Vote
 -10-




---



##### 



Action Without Meetings
 Committees
 Designation and Appointment
 Members: Alternate Members; Terms
 Authority
 Records
 Change in Number
 -11-




---



##### 



Vacancies
 Removal
 Meetings
 Quorum; Requisite Vote
 Compensation
 Action Without Meetings
 Responsibility
 Compensation
 -12-




---



##### 



Maintenance of Records
 Interested Directors and Officers
 -13-




---



##### 



ARTICLE 4
 NOTICES
 Method of Notice
 Waiver
 ARTICLE 5
 OFFICERS AND AGENTS
 Designation
 -14-




---



##### 



Election of Officers
 Qualifications
 Term of Office
 Authority
 Removal
 Vacancies
 -15-




---



##### 



Compensation
 Chairman of the Board
 Vice Chairman
 Chief Executive Officer
 -16-




---



##### 



Chief Operating Officer
 President
 Vice Presidents
 -17-




---



##### 



Secretary
 Assistant Secretaries
 Treasurer
 -18-




---



##### 



Assistant Treasurers
 ARTICLE 6
 INDEMNIFICATION
 Mandatory Indemnification
 -19-




---



##### 



Determination of Indemnification
 -20-




---



##### 



Advance of Expenses
 Permissive Indemnification
 -21-




---



##### 



Nature of Indemnification
 Insurance
 -22-




---



##### 



Notice
 ARTICLE 7
 STOCK CERTIFICATES AND TRANSFER REGULATIONS
 Description of Certificates
 -23-




---



##### 



Entitlement to Certificates
 Signatures
 -24-




---



##### 



Issuance of Certificates
 Payment for Shares
 Consideration
 Valuation
 Effect
 Allocation of Consideration
 Subscriptions
 Closing of Transfer Books: Record Date
 -25-




---



##### 



Registered Owners
 -26-




---



##### 



Lost, Stolen or Destroyed Certificates
 Proof of Loss
 Timely Request
 Bond
 Other Requirements
  Registration of Transfers
 -27-




---



##### 



Endorsement
 Guaranty and Effectiveness of Signature
 Adverse Claims
 Collection of Taxes
 Additional Requirements Satisfied
 Restrictions on Transfer and Legends on Certificates
 Shares in Classes or Series
 Restriction on Transfer
 -28-




---



##### 



ARTICLE 8
 GENERAL PROVISIONS
 Dividends
 Declaration and Payment
 Record Date
 Reserves
 Books and Records
 -29-




---



##### 



Annual Statement
 Contracts and Negotiable Instruments
 Fiscal Year
 Corporate Seal
 -30-




---



##### 



Resignations
 Amendment of Bylaws
 Construction
 Telephone Meetings
 Table of Contents: Captions
 -31-




---



##### 



/S/ Albert G. McGrathAlbert G. McGrath, Jr.Secretary -32-




---



##### 



AMENDMENT
TO
CORPORATE BYLAWS
OF
EMERSON RADIO CORP.
 WHEREAS, Board Corporation Amendment Bylaws
 WHEREAS,
 WHEREAS,
 NOW, THEREFORE,
 Amendment and Restatement of Article 5.
 ARTICLE 5
 Officers
 Officers; Election
 Term of Office; Resignation; Removal; Vacancies
 Chairman of the Board




---



##### 



Vice Chairman of the Board
 Chief Executive Officer
 President
 Vice Presidents .
 Secretary
 Treasurer
 -2-




---



##### 



Other Officers
 Compensation
 2. Amendment and Restatement of Sections 7.1 and 7.2.
 Description of Certificates provided however
 Entitlement to Certificates
  -3-




---



##### 



IN WITNESS WHEREOF,
 EMERSON RADIO. CORP.By:
    /s/ Greenfield PittsGreenfield PittsChief Financial Officer WITNESS:/s/ Andrew L. DavisAndrew L. DavisSecretary -4-