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  January 1, 1999

                            or

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

For the transition period from      to

Commission file number  0-25226

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

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

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

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

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

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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
                                        
   Indicate  the number of shares outstanding of common stock as of February 10,
1999: 47,828,215.

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per share amounts)
<CAPTION>
                              Three Months Ended          Nine Months Ended    
                           January 1,  December 31,   January 1,  December 31,
                             1999          1997          1999        1997

                                                                        
<S>                        <C>         <C>            <C>         <C>
Net revenues               $31,588     $ 48,295       $137,476    $ 123,838
                                                                   
Costs and expenses:                                                
                                                                   
  Cost of sales             26,949       42,157        121,110      109,343
  Other operating costs                                 
    and expenses               990          799          3,153        2,302
  Selling, general &                                              
    administrative
    expenses                 2,527        4,184         10,024       11,338
                            30,466       47,140        134,287      122,983
                                                                   
Operating income             1,122        1,155          3,189          855

Equity in earnings of                                                    
    Affiliate                 (196)         (31)           595         1,006
Write-down of investment in                                        
    Joint Venture               --           --           (370)           --
                                                                   
Interest expense, net         (620)        (619)        (1,740)       (2,018)
                                                                   
Income (loss) before income                                     
    taxes                      306          505          1,674          (157)
                                                                   
Provision (benefit) for                                         
    income taxes                (4)          12             17            53
                                                                   
Net income (loss)          $   310     $    493        $ 1,657     $    (210)
                                                                   
Net income (loss) per 
  common share                                       
    Basic                  $   .01     $    .01        $   .02      $   (.01)
    Diluted                $   .01     $    .01        $   .02      $   (.01)
                                                                   
Weighted average number of                                         
  common shares outstanding                                       
    Basic                   48,601       47,394         49,935        43,463
    Diluted                 59,010       65,869         62,157        43,463
                                                                   
</TABLE>
                                        
The  accompanying  notes  are  an  integral part  of  the  interim  consolidated
financial statements.

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (In thousands of dollars)
                                        
<CAPTION>
     
                                                   January 1,     April 3,
                                                      1999          1998
                    ASSETS                        (Unaudited)

Current Assets:
   <S>                                            <C>             <C>
   Cash and cash equivalents                      $   5,189       $  2,608
   Available for sale securities (net fair
      value adjustment of ($890) and $0,
      respectively)                                   1,146             --
   Accounts receivable (net allowances of
      $5,726 and $4,884, respectively)                6,776          8,094
   Other receivables                                  6,421          6,474
   Inventories                                       10,359         11,759
   Prepaid expenses and other current assets          2,143          2,119
             Total current assets                    32,034         31,054
     
Property and equipment - (net of
   accumulated depreciation and amortization
   of $3,100 and $3,152, respectively)                1,275          1,381
Investment in Affiliate and Joint Venture            18,117         17,522
Other assets                                          4,017          4,810
             Total Assets                        $   55,443       $ 54,767

<CAPTION>
     
                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   <S>                                           <C>             <C>
   Notes payable                                 $    1,068       $     --
   Current maturities of long-term debt                  58             85
   Accounts payable and other current
     liabilities                                     17,624         15,103
   Accrued sales returns                              4,454          4,511
   Income taxes payable                                  96            191
             Total current liabilities               23,300         19,890
     
Long-term debt, net of current maturities            20,750         20,750
Other non-current liabilities                           199            179
     
Shareholders' Equity:
   Preferred shares - 10,000,000
      shares authorized, 3,714 and 5,237
      shares issued and outstanding, respectively     3,343          4,713
   Common shares - $.01 par value, 75,000,000
      shares authorized, 51,331,615 and 51,044,730
      shares issued; 48,164,215 and 51,044,730
      shares outstanding, respectively                  513            510
   Treasury stock, at cost, 3,167,400 shares and 0
      shares respectively.                           (1,701)            --
   Capital in excess of par value                   113,287        113,201
   Unrealized losses on securities                     (890)            --
   Accumulated deficit                             (103,555)      (104,673)
   Cumulative translation adjustment                    197            197
   Total shareholders' equity                        11,194         13,948
   Total  Liabilities and Shareholders'  Equity   $  55,443     $   54,767

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

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                            (In thousands of dollars)

<CAPTION>
                                                    Nine Months Ended
                                              January 1,       December 31,
                                                1999              1997
Cash Flows from Operating Activities:

  <S>                                        <C>               <C>
  Net cash provided by operating
    activities                               $   7,037         $  5,387

Cash Flows from Investing Activities:

  Net cash used by investing
    activities.                                 (2,036)             (14)

Cash Flows from Financing Activities:

  Net borrowings (repayments) under line of
    credit facility                              1,068         (5,027)
  Purchase of shares for treasury
    and retirement                              (3,481)            --
  Other                                             (7)           (74)
  Net cash used by financing
    activities                                  (2,420)         (5,101)

Net increase in cash and cash
  equivalents                                    2,581             272
Cash and cash equivalents at beginning
  of year                                        2,608           2,640

Cash and cash equivalents at end of 
  period(a)                                   $  5,189        $  2,912


Supplemental disclosure of cash flow information:

  Interest paid                               $  1,484        $  1,622

  Income taxes paid                           $      0        $     51

</TABLE>

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

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



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

      The unaudited interim consolidated financial statements reflect all normal
and  recurring adjustments that are, in the opinion of management, necessary  to
present  a  fair statement of Emerson Radio Corp.'s (the "Company" or "Emerson")
consolidated  financial  position as of January  1,  1999  and  the  results  of
operations  for  the  three and nine month periods ended  January  1,  1999  and
December 31, 1997. 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 April 3, 1998 ("Fiscal 1998"), included in the  Company's
annual report on Form 10-K.

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

      Due to the seasonal nature of the Company's consumer electronics business,
the results of operations for the three and nine month periods ended January  1,
1999  are  not necessarily indicative of the results of operations that  may  be
expected for the full year ending April 2, 1999 ("Fiscal 1999").

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

      Certain  amounts  in the prior period's consolidated financial  statements
have been reclassified to conform to the current period's presentation.

NOTE 2 - ACCOUNTING POLICY

     Effective as of April 4, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income".  This statement requires that all items recognized  under
accounting  standards as components of comprehensive earning be reported  in  an
annual  financial statement that is displayed with the same prominence as  other
annual  financial  statements.   This statement also  requires  that  an  entity
classify  items  of other comprehensive earnings by their nature  in  an  annual
financial  statement.   For  the Company, other comprehensive  earnings  include
foreign  currency translations adjustments and unrealized gains  and  losses  on
marketable  securities  classified  as  available-for-sale.   Annual   financial
statements  for prior periods will be reclassified, as required.  The  Company's
total  comprehensive  earnings for the three months and the  nine  months  ended
January 1, 1999 and December 31, 1997 were as follows (in thousands):

<TABLE>
                            Three Months Ended            Nine Months Ended     
                          January 1,  December 31,     January 1,   December 31,
                            1999         1997            1999          1997
                                                           
<S>                       <C>         <C>              <C>          <C>
Net income (loss)         $  310      $   493          $ 1,657      $   (210)
                                                           
Unrealized losses on 
   securities, net          (120)          --             (890)            0  
                                                           
Comprehensive income 
   (loss)                 $  190      $   493           $  767      $   (210)   

</TABLE>

NOTE 3 - EARNINGS (LOSS) PER SHARE

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

<TABLE>
                                        
                                 For the Three             For the Nine
                                 Months Ended              Months Ended
                             January 1,   December 31,  January 1,  December 31,
                                1999         1997         1999        1997
                                                                    
Numerator:                                                          
<S>                          <C>          <C>           <C>         <C>
Net income (loss)            $   310      $   493       $ 1,657     $  (210)
Less:  preferred stock
   dividends                      39           82           539         327
Numerator for basic earnings                                      
   per share - income available
   to common stockholders        271          411         1,118        (537)
Add back to effect assumed                                          
  conversions:
  Preferred stock dividends       39           82           132          --
  Numerator for diluted earnings                                      
    (loss) per share         $   310      $   493       $ 1,250      $  (537)   

Denominator:                                                        
Denominator for basic earnings                                      
    per share - weighted                                      
    average shares            48,601       47,394        49,985       43,463
Effect of dilutive securities:                                      
  Preferred shares            10,409       18,475        12,222           --
Denominator for diluted                                      
  earnings per share - adjusted                                      
  weighted average shares
  and assumed conversions     59,010       65,869        62,157       43,463
Basic earnings (loss) per
  share                      $   .01      $   .01       $   .02     $   (.01)
Diluted earnings (loss) per
  share                      $   .01      $   .01       $   .02     $   (.01)
                                                                    
</TABLE>

NOTE 4 - CAPITAL STRUCTURE

      The  outstanding capital stock of the Company at January 1, 1999 consisted
of  common stock and Series A convertible preferred stock.  The preferred shares
are convertible into common shares until March 31, 2002.

      During  the  quarter ended December 31, 1997, 2,129  shares  of  Series  A
Preferred  Stock  were converted into 5,134,831 shares of common  stock.   There
were no conversions of Series A Preferred Stock for the quarter ended January 1,
1999. If all existing outstanding preferred shares were converted at January  1,
1999,  an  estimated  10.4 million additional common shares would  be  issuable.
Dividends  for the preferred stock accrued and were payable quarterly  at  a  7%
annual rate until March 31, 1997; dividend rates decline by 1.4% each succeeding
year  until  March 31, 2001 when no further dividends are payable. The  dividend
rates at January 1, 1999 and December 31, 1997 were 4.2% and 5.6%, with $801,000
and $727,000 of dividends in arrears respectively.

      At  January 1, 1999, the Company had outstanding approximately 1.2 million
options  with exercise prices ranging from $1.00 to $1.10. Approximately 986,000
outstanding warrants are convertible into approximately 986,000 shares of common
stock at conversion prices ranging between $1.20 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 and benefits for the quarterly periods ended January
1,  1999  and  December  31,  1997  consist of taxes  related  to  international
operations.  The Company does not recognize tax benefits for losses incurred  by
its domestic operations.

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 - AVAILABLE-FOR-SALE SECURITIES

     Available-for-sale securities are stated at fair value, with the unrealized
gains  and  losses  reported in a separate component  of  shareholders'  equity.
Realized  gains  and  losses, and declines in value  judged  to  be  other-than-
temporary are included in earnings.

      The  following  is  a summary of available-for-sale equity  securities  at
January  1, 1999 (in thousands):

<TABLE>
                                   Gross          Gross          Estimated
                                   Unrealized     Unrealized     Fair
                      Cost         Gains          Losses         Value
                                                           
<S>                   <C>          <C>            <C>            <C>
Equity Securities     $2,036       $32            $922           $1,146

</TABLE>

     As of April 2, 1998 there were no securities held as available-for-sale.

NOTE 8 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

      The Company owns 2,269,500 (31% of the outstanding) shares of common stock
of  Sport  Supply Group, Inc. ("SSG") which it purchased in 1996 at an aggregate
cost of $15,728,000 or $ 6.92 per share.  In addition, the Company owns warrants
to  purchase an additional 1 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 or $.50 per SSG warrant.  If the Company exercises all of  the  SSG
Warrants, it will beneficially own approximately 39% of the SSG common shares.

     The investment in and results of operations of SSG are accounted for by the
equity  method.  In January 1997, SSG changed its financial reporting  year  end
from  October 31 to September 30. This change in accounting period  resulted  in
the  Company  now  recording its share of SSG earnings on  a  concurrent  basis.
Previously,  the Company recorded its share of SSG's earnings  on  a  two  month
delay.  The Company's investment in SSG includes goodwill of $3,973,000 which is
being amortized on a straight line basis over 40 years.  At January 1, 1999, the
aggregate market value quoted on the New York Stock Exchange of Emerson's shares
of  SSG  common  shares  was  approximately $21 million.   Summarized  financial
information derived from SSG's financial reports to the Securities and  Exchange
Commission was as follows (in thousands):

<TABLE>
                                                                          
                                  January 1, 1999       April 3, 1998
                                    (Unaudited)         (Unaudited)
    <S>                              <C>                  <C>
    Current assets                   $  35,250            $ 37,282
    Property, plant and                                       
      equipment and other assets        22,295              19,878
    Current liabilities                  9,126               8,395
    Long-term debt                      10,431               7,498

</TABLE>

<TABLE>
                                               (Unaudited)                   
                                  For the 9 Months    For the 8 Months
                                       Ended               Ended
                                  January 1, 1999      September 26,
                                                            1997
                                                              
    <S>                              <C>                  <C>
    Net sales                        $  65,477            $  64,530
    Gross profit                        25,703               25,499
    Net income                           2,434                3,933

</TABLE>

     In July 1997, the Company entered into a Management Services Agreement with
SSG, under which SSG provides various managerial and administrative services  to
the Company.

NOTE 9 - LONG TERM DEBT

      As  of  January 1, 1999 and April 3, 1998 long-term debt consisted of  the
following (in thousands of dollars):

<TABLE>
                                           January 1,    April 3,
                                             1999        1998
<S>                                        <C>           <C>
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002                      $20,750       $20,750
Equipment notes and other                       58            85
                                            20,808        20,835

Less current obligations                        58            85
   Long term debt                          $20,750       $20,750

</TABLE>

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

Note 10 - LEGAL PROCEEDINGS

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION

GENERAL

           The  Company's  operating results and liquidity are impacted  by  the
seasonality  of its business.  The Company records the majority  of  its  annual
sales in the fiscal quarters ending in September  and December  and receives the
largest  amount of customer returns in the fiscal quarters ending in  March  and
June.   Therefore, the results of operations discussed below are not necessarily
indicative of the Company's prospective annual results.  The Company expects its
United States sales for the fiscal quarter ended April 2, 1999 to be lower  than
the fourth quarter of Fiscal 1998. As a result, Management expects a net loss in
the Company's fourth quarter of Fiscal 1999.


RESULTS OF OPERATIONS

           NET REVENUES   Consolidated net revenues for the three and nine month
periods  ended  January 1, 1999 decreased $16.7 million or 34.6%  and  increased
$13.6 million or 11.0% as compared to the same periods in the prior fiscal year.
("Fiscal  1998"),  respectively. The decrease in revenues for the  three  months
ended  January 1, 1999 resulted primarily from decreases in unit sales of  audio
and microwave oven products. This decrease in product sales was partially offset
by a significant reduction in returned product as compared to the same period in
the  prior year resulting from an overall more restrictive return policy by  the
Company's  customers.   It  is  expected that this  trend  will  continue.   The
increase  in  revenues  for  the  nine months ended  January  1,  1999  resulted
primarily from increased unit sales of audio products offset by a unit  decrease
in  microwave oven products, combined with a significant reduction  in  returned
product.  Revenues earned from the licensing of the Emerson and G-Clef trademark
were  $1  million  and  $2.6 million in the three and nine month  periods  ended
January 1, 1999 as compared to $1.3 million and $3.8 million in the same periods
in  Fiscal  1998, respectively.  The decrease is attributable to the first  year
transition of a marketing agreement with Daewoo Electronics, Ltd. implemented to
replace  a previous license agreement.  This decline is expected to be temporary
as  the  new  program  becomes fully implemented in Fiscal  2000.   The  Company
expects its United States sales for the fiscal quarter ended April 2, 1999 to be
lower than the fourth fiscal quarter of Fiscal 1998.

     COST OF SALES  Cost of sales, as a percentage of consolidated revenues, was
85%  and  88%  for  the three and nine month periods ended January  1,  1999  as
compared  to 87% and 88% for the same periods in Fiscal 1998, respectively.  The
decrease in cost of sales as a percent of sales for the three month period ended
January  1,  1999  as compared to the same period in the prior fiscal  year  was
primarily  attributable to higher margins in audio and microwave oven  products,
and a decrease in returned product, which was partially offset by a decrease  in
licensing revenues and marketing fees.

      The  Company's gross profit margins continue to be subject to  competitive
pressures  arising from pricing strategies associated with the category  of  the
consumer  electronics  market  in  which the Company  competes.   The  Company's
products  are  generally placed in the low-to-medium priced  categories  of  the
market,  which  tend to be the most competitive and generate the  lowest  profit
margins.   The  Company  believes that its marketing agreements,  its  licensing
agreements  in  the  United  States  and  various  foreign  countries,  and  its
distribution  agreements  in  Canada, Europe and  parts  of  Asia  will  have  a
favorable  impact  on  the  Company's gross profit.  The  Company  continues  to
promote its direct import programs to reduce working capital risks. In addition,
the  Company  continues to focus on its higher margin products  and  continually
reviews new products that can generate higher margins than its current business,
either through license arrangements, acquisitions, joint ventures or on its own.

      OTHER  OPERATING COSTS AND EXPENSES   Other operating costs  and  expenses
increased  $191,000  and  $851,000 in the three and  nine  month  periods  ended
January  1,  1999 as compared to the same periods in Fiscal 1998,  respectively,
primarily  as  a  result of the Company's increased use of the  return-to-vendor
program.  Under the return-to-vendor program, the Company, by paying a  fee,  is
able to return defective product to its suppliers and, to receive in exchange, a
replacement unit.

      SELLING,  GENERAL  AND  ADMINISTRATIVE EXPENSES ("S,G&A")    S,G&A,  as  a
percentage  of revenues, was 8.0% and 7.3% for the three and nine month  periods
ended  January  1, 1999, as compared to 8.6% and 9.2% for the  same  periods  in
Fiscal 1998, respectively. In absolute terms, S,G&A decreased by $1,657,000  for
the  three  month  period ended January 1, 1999, and for the nine  month  period
ended January 1, 1999 decreased by $1,314,000 as compared to the same periods in
Fiscal  1998. The decrease in S,G&A for the three month period ended January  1,
1999  was  primarily  attributable to reduced co-op advertising  costs,  reduced
charges  related to bad debts and a reduction in professional fees. The decrease
of  $1,314,000  in  S,G&A for the nine month ended January 1,  1999  period  was
primarily attributable to reduced co-op advertising costs and a decrease in  the
charges  incurred in the prior year for relocation costs of the  Company's  back
office  operations from New Jersey to Texas, partially offset by an increase  in
professional fees.

     OPERATING INCOME  The Company reported operating income of $1.1 million and
$3.2 million for the three and nine months ended January 1, 1999, as compared to
operating income of $1.2 million and  $.9 million for the same periods in Fiscal
1998, respectively.  Operating income for the nine month period ended January 1,
1999  as compared to the same period in the prior year is higher by $2.3 million
primarily  due  to  a higher revenue base of approximately  $10  million  and  a
reduction  in  S,G&A  expenses, offset in part by  higher  return-to-the  vendor
costs.

     EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE   The Company's share in the
earnings  of  SSG amounted to a loss of $196,000 and income of $595,000  in  the
three  and  nine month periods ended January 1, 1999 as compared to  a  loss  of
$31,000  and  income of $1.0 million for the same periods in  the  prior  fiscal
year, respectively.  See Note 8 - Investment in Sport Supply Group, Inc.

      INTEREST  EXPENSE   Interest expense was substantially unchanged  for  the
three months ended January 1, 1999 and decreased by $278,000 for the nine months
ended  January  1, 1999 as compared  to  the  same periods in Fiscal  1998.  The
decrease for the nine month period was attributable to a significant reduction
in  short-term  average  borrowings  due  to  a  reduction  in  working  capital
requirements.

     NET EARNINGS   As a result of the foregoing factors, the Company  generated
net   earnings  of $310,000 and $1,657,000 for the three and nine month  periods
ended  January 1, 1999,  as compared to net earnings of $493,000 and a net  loss
of $210,000 for the same periods in Fiscal 1998, respectively.

LIQUIDITY AND CAPITAL RESOURCES

           Net  cash provided by operating activities, was $7.0 million for  the
nine months ended January 1, 1999. Cash was provided primarily by an increase in
accounts  payable,  increased  borrowings, a reduction  in  inventory  partially
offset   by   an  increase  in  accounts  receivable,  combined  with  increased
profitability of the Company.

      Net  cash utilized by investing activities was $2.0 million for  the  nine
months  ended January 1, 1999, which consisted of marketable securities held  as
available-for-sale.

      In  the  nine  months  ended  January 1,  1999,  the  Company's  financing
activities  utilized $2.4 million of cash.  The Company increased its borrowings
under  its  U.S. line of credit facility by $1.1 million to partially fund  $3.5
million for the purchase of the Company's stock for treasury and retirement.

      The  Company  maintains an asset-based $10 million  U.S.  line  of  credit
facility.   In addition, the Company maintains 2 credit facilities with  a  Hong
Kong  based  bank:  a  $3.5 million letter of credit facility  which  was  fully
utilized  at  January 1, 1999 and a $25 million back-to-back  letter  of  credit
facility of which $7.9 million was utilized at January 1, 1999.

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

      As of January 1, 1999, the Company had no material commitments for capital
expenditures.

INFLATION AND FOREIGN CURRENCY

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

YEAR 2000

     The  Company has in place detailed programs to address Year 2000 readiness
in  its  internal  computer systems and its key customers and  suppliers.   The
Company's  Year  2000  readiness  team includes  both  internal  personnel  and
external consultants.  The team's activities are designed to ensure that  there
will  be  no material adverse effects on the Company's business operations  and
that transactions with customers, suppliers, and financial institutions will be
fully  supported.   The specific costs of achieving Year  2000  compliance  are
expected  to be $500,000, of which approximately $160,000 has been expended  to
date.

     The  Company  has  converted  a  significant  portion  of  its  operational
software,  with testing to be performed during the first half of  calendar  year
1999.   The  balance of the Company's software is to be updated from an  outside
vendor, which the Company expects to take place in the first quarter of Calendar
1999.   The Company expects that all critical systems will be compliant by  June
1999 and fully tested by September 1999.  The Company is also in the process  of
ensuring  that  its significant suppliers, customers and financial  institutions
have  appropriate  plans  to  ensure that they are Year  2000  compliant.   Risk
assessment, readiness evaluation, action plans and contingency plans related  to
third parties have been analyzed.  The Company does not have a contingency  plan
in place should they not be Year 2000 compliant.

     While the Company believes its planning efforts are adequate to address its
Year 2000 concerns, there can be no guarantee that all internal systems, as well
as  those of third parties on which the Company relies, will be converted  on  a
timely  basis  and  will  not have a material adverse affect  on  the  Company's
operations.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

      Effective  as  of April 4, 1998 the Company adopted "Financial  Accounting
Standards  No.  130  (FAS  130),  "Reporting  Comprehensive  Income."   FAS  130
establishes  standards for the reporting and displaying of comprehensive  income
and its components in a full set of general purpose financial statements.

      In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards ("SFAS") No. 131, "Disclosures about Segments  of
an  Enterprise  and  Related Information," which is effective  for  the  Company
beginning April 4, 1998.  This statement establishes standards for the way  that
public  business  enterprises  report information about  operating  segments  in
annual  financial statements and requires that these enterprises report selected
information  about  operating segments in interim financial  reports  issued  to
shareholders.  As this statement only requires certain disclosure, its  adoption
will  not  have any impact on the consolidated financial position,  consolidated
results of operations or cash flows of the Company.

     SFAS No. 132, "Employers Disclosures about Pension and other Postretirement
Benefits,"  revises  disclosures about pension and other postretirement  benefit
plans.   This new standard standardizes the disclosure requirements for  pension
and  other  postretirement  benefits  to the  extent  practicable  and  requires
additional information on changes in the benefit obligations and fair values  of
plan  assets that will facilitate financial analysis.  This new standard,  which
will  be  effective for Fiscal 1999, will not have a significant impact  on  the
Company's  financial  statements based on the current  financial  structure  and
operations of the Company.

     SFAS   No.   133,  "Accounting  for  Derivative  Instruments  and   Hedging
Activities,"  which  will  be  effective  for  the  Company  for  Fiscal   2000,
establishes  accounting  and  reporting standards  for  derivative  instruments,
including  certain  derivative  instruments embedded  in  other  contracts,  and
hedging activities.  The Company has not yet determined the effects, if any,  of
implementing SFAS No. 133 on its reporting of financial information.

FORWARD-LOOKING INFORMATION

      This  report contains various forward looking statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and information that
is  based on Management's beliefs as well as assumptions made by and information
currently  available  to  Management.  When  used  in  this  report,  the  words
"anticipate",   "estimate",   "expect",  "predict",   "project",   and   similar
expressions are intended to identify forward looking statements. Such statements
are  subject to certain risks, uncertainties and assumptions. Should one or more
of  these  risks or uncertainties materialize, or should underlying  assumptions
prove  incorrect,  actual  results may vary materially from  those  anticipated,
expected or projected.  Among the key factors that could cause actual results to
differ  materially are as follows:  (i) the ability of the Company  to  continue
selling products to its largest customers whose net revenues represented 58% and
16%  of  Fiscal 1998 net revenues; (ii) competitive factors such as  competitive
pricing  strategies  utilized  by retailers in  the  domestic  marketplace  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  Company's  ability to replace the licensing income from the  Supplier  with
commission  revenues from Daewoo; (v) the outcome of litigation, as  more  fully
described  in  the Company's most recent annual report on form 10-K  and  below;
(vi)  the  availability of sufficient capital to finance the Company's operating
plans;  (vii) the ability of the Company to comply with the restrictions imposed
upon  it  by  its outstanding indebtedness; (viii) the effect of  the  worldwide
volatility in the financial markets and its effect, among other things,  on  the
Company's investment portfolio; and (ix) general economic conditions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable.


                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                        
                            PART II OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

          During  July  1998, testimony concluded on  the  Creditors'
          motion  to  terminate the Settlement Agreement  in  the  Stelling
          litigation.  No decision has been rendered by the Court.

          On  September 22,1998, Connecticut General Life Insurance Company
          (CGLIC)  filed  suit  against the Company in  the  United  States
          District  Court,  for the District of New Jersey, alleging   that
          the  Company  entered into an insurance agreement and  failed  to
          honor  its  obligation  as  stated in the  agreement.   CGLIC  is
          seeking damages in the amount of $785,890.  While the outcome  of
          this action is not certain at this time, the Company believes  it
          has meritorious defenses.
          
          On  December 11, 1998 in the United States District Court in  the
          Southern District of Indiana, Evansville Division, in the  matter
          of  Orion  Sales,  Inc.  and Orion Electric  (America),  Inc.  v.
          Emerson  Radio  Corp. the court granted Emerson  Partial  Summary
          Judgment in the amount of $2,956,604 plus additional costs  as  a
          result of Orion having refused to accept returns pursuant to  the
          License Agreement. The court also granted Orion a Summary Judgment
          in the amount of $3,202,023 with interest for product previously
          purchased.   The effect of the above awards, which are not final
          judgments,  should  not  have a material adverse  effect  on  the
          financial  condition of the Company or on its  operation.   Orion
          has  filed  a  motion for reconsideration of the Partial  Summary
          Judgment granted to Emerson.  Emerson is considering an appeal of
          the Summary Judgment granted to Orion.

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

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS.

          During the quarter ended January 1, 1999 the Company purchased 536,800
          shares of its common stock that is being held as treasury stock.

ITEM 3.   DEFAULT UPON SENIOR SECURITIES.

          (a)  None

          (b)  None
          
ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          The Annual Meeting of the Company's shareholders was held on
          January  28,  1999  at  which time the shareholders  elected  the
          following slate of nominees to the Board of Directors:  Peter  G.
          Bunger, Jerome H. Farnum, Stephen H. Goodman, Geoffrey P.  Jurick
          and  Raymond  L.  Steele.  All nominees, other  than  Stephen  H.
          Goodman, had previously served as members of the Board.  Election
          of  the  Board  of  Directors was the only matter  submitted  for
          shareholder  vote.  There were 48,557,715 shares  of  outstanding
          common  stock of the Company entitled to vote at the record  date
          for  this  meeting  and there were present at  such  meeting,  in
          person or by proxy, stockholders holding 48,457,213 shares of the
          Company's Common Stock which represented approximately  99.8%  of
          the  total capital stock outstanding and entitled to vote.  There
          were  48,457,213  shares voted on the matter of the  election  of
          directors.   The result of the votes cast regarding each  nominee
          for office was:

<TABLE>
       NOMINEE FOR DIRECTOR          VOTES FOR       VOTES WITHHELD

       <S>                           <C>                <C>
       Peter G. Bunger               47,636,500         820,713
       Jerome H. Farnum              47,637,000         820,213
       Stephen H. Goodman            47,636,853         820,360
       Geoffrey P. Jurick            47,636,409         820,804
       Raymond L. Steele             47,636,500         820,713

</TABLE>

          The annual meeting of the Company's Board of Directors  was
          held  on  January  28,  1999, immediately  following  the  annual
          meeting of the Company's Shareholders, at which time  the  Board
          elected  to expand the Board to consist of 6 members and  elected
          Robert H. Brown, Jr. to the sixth Board seat.  Mr. Brown has been
          a member of the Board since July 1992.

ITEM 5.   OTHER INFORMATION.

               (a)  None

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits:
          
          (27) Financial Data Schedule for quarter ended January 1, 1999.*

          (b)  Reports on Form 8-K: Current report on Form 8-K dated January 5,
               1999, reporting a proposal for the acquisition of a majority
               interest in the Company's common stock by Oaktree Capital
               Management, LLC.

___________________________
*Filed herewith

                                   SIGNATURES


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


                              EMERSON RADIO CORP.
                              (Registrant)



Date: February 16, 1999       /s/ Geoffrey P. Jurick
                              Geoffrey P. Jurick
                              Chairman, Chief Executive Officer and
                              President



Date: February 16, 1999       /s/ John P. Walker
                              John P. Walker
                              Executive Vice President and
                              Chief Financial Officer