UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-Q
(Mark One)

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

For the quarterly period ended September 30, 1996

                                        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)

                              (201)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 September 30,
1996: 40,295,196.
                                      
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.


<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                        
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                    (In thousands, except per share amounts)

<CAPTION>
                                       Six Months Ended    Three Months Ended
                                          September 30,       September 30,
                                        1996      1995        1996     1995

<S>                                   <C>        <C>         <C>      <C>
Net  revenues  .. . . . .  . . . . .  $101,656   $144,406    $60,509  $87,348

Costs and expenses:

    Cost  of sales . . . . . . . . .    96,536    130,692     57,752   79,807

    Other  operating costs and expenses  1,624      2,545        689      929

   Selling, general & administrative
      expenses. . . . . . . . . . . .    9,705     10,995      4,342    5,752

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

                                       110,599     144,232    65,517    86,488

Operating  profit (loss). .  . . . .    (8,943)        174    (5,008)      860

Interest  expense . . . . .. . . . .     1,657       1,294       845       671

Earnings (loss) before income taxes. . (10,600)     (1,120)   (5,853)      189

Provision  for income taxes . . .. .       166         154       190        63

Net earnings (loss). . . . . . . . .  $(10,766)   $ (1,274)   (6,043)   $  126

Net earnings (loss) per common share  $   (.28)   $   (.04)  $  (.15)   $   -

Weighted average number of common
    shares  outstanding. . . . . . .    40,274      40,253    40,295    40,253

</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>
                                                 Sept. 30,    March 31,
                                                   1996         1996
                                                (Unaudited)
ASSETS

<S>                                              <C>           <C>
Current Assets:
  Cash and cash equivalents  . . . . . . . . .   $ 15,002      $ 16,133
  Short-term investments . . . . . . . . . . .      4,050         1,872
  Accounts receivable (less allowances of
    $4,813 and $6,139, respectively) . . . . .     18,232        23,583
  Inventories  . . . . . . . . . . . . . . . .     27,517        35,292
  Prepaid expenses and other current assets  .      7,898         8,434

    Total current assets . . . . . . . . . . .     72,699        85,314

Property and equipment - (at cost less
  accumulated depreciation and amortization
  of $5,166 and $4,422, respectively) . . . . .     2,823         3,501
Other assets . . . . . . . . . . . . . . . . .      7,111         7,761

    Total Assets . . . . . . . . . . . . . . .   $ 82,633      $ 96,576

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable  . . . . . . . . . . . . . . .   $ 19,186      $ 21,151
  Current maturities of long-term debt . . . .        120           173
  Accounts payable and other current
    liabilities  . . . . . . . . . . . . . . .      9,806        10,391
  Accrued sales returns  . . . . . . . . . . .      3,016         3,091
  Income taxes payable . . . . . . . . . . . .        148           202

    Total current liabilities  . . . . . . . .     32,276        35,008

Long-term debt . . . . . . . . . . . . . . . .     20,895        20,886
Other non-current liabilities  . . . . . . . .        256           300

Shareholders' Equity:
Preferred stock - $.01 par value, 1,000,000
  shares authorized, 10,000 shares issued
  and outstanding   . . . . .. . . . . . . . .      9,000         9,000
Common stock - $.01 par value, 75,000,000
  shares authorized, 40,295,196 and 40,252,772
  shares issued and outstanding, respectively.        403           403
Capital in excess of par value . . . . . . . .    109,243       108,991
Accumulated deficit  . . . . . . . . . . . . .    (89,291)      (78,175)
Unrealized loss on short-term investments. . .       (256)
Cumulative translation adjustment  . . . . . .        107           163

    Total shareholders' equity   . . . . . . .     29,206        40,382

    Total Liabilities and Shareholders' Equity   $ 82,633      $ 96,576

</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>
                                                   Six Months Ended
                                                     September 30,
                                                    1996        1995
Cash Flows from Operating Activities:

<S>                                               <C>        <C>
  Net cash provided (used) by operating
    activities . . . . . . . . . . . . . . . .    $  3,322   $ (4,295)

Cash Flows from Investing Activities:

  Purchases of investment securities. . . . . .     (2,256)
  Additions to property and equipment. . . . .        (169)    (1,145)
  Other. . . . . . . . . . . . . . . . . . . .         113       (476)
  Net cash used by investing
    activities . . . . . . . . . . . . . . . .      (2,312)    (1,621)

Cash Flows from Financing Activities:

  Net repayments under line of credit
    facility . . . . . . . . . . . . . . . . .      (1,965)   (15,305)
  Net proceeds from private placement of
    Senior Subordinated Convertible
    Debentures . . . . . . . . . . . . . . . .                 19,233
  Other  . . . . . . . . . . . . . . . . . . .        (176)      (731)
  Net cash provided (used) by financing
    activities . . . . . . . . . . . . . . . .      (2,141)     3,197

Net decrease in cash and cash
  equivalents  . . . . . . . . . . . . . . . .      (1,131)    (2,719)
Cash and cash equivalents at beginning
  of year. . . . . . . . . . . . . . . . . . .      16,133     17,020

Cash and cash equivalents at end of period . .    $ 15,002(a) $14,301(a)

Supplemental disclosure of cash flow information:

  Interest paid  . . . . . . . . . . . . . . .    $  1,661    $ 1,564

  Income taxes paid  . . . . . . . . . . . . .    $     15    $   133

</TABLE>

(a)   The balances at September 30, 1996 and 1995 include $4.0 million and  $9.1
million,  respectively,  of  cash and cash equivalents  pledged  to  assure  the
availability of certain letter of credit facilities.

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

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

      The  unaudited  interim  consolidated  financial  statements  reflect  all
adjustments that management believes necessary to present fairly the results  of
operations  for  the periods being reported. Certain prior year information  has
been  reclassified to conform with the current year presentation. 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 Emerson Radio  Corp.
(the  "Company") annual consolidated financial statements. It is suggested  that
these unaudited interim consolidated financial statements be read in conjunction
with  the consolidated financial statements and notes thereto for the year ended
March 31, 1996, included in the Company's annual Form 10-K filing.

      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 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,  1996  are not necessarily indicative of the results of operations  for  the
full year ending March 31, 1997.

NOTE 2

      Net  earnings (loss) per common share for the three and six month  periods
ended  September  30,  1996 and 1995 are based on the net  earnings  (loss)  and
deduction  of  preferred  stock  dividend  requirements  (resulting  in  a  loss
attributable to common shareholders) and the weighted average number  of  shares
of  common stock outstanding during the periods.  These per share amounts do not
include  common  stock  equivalents assumed outstanding  since  they  are  anti-
dilutive.

NOTE 3

      The  provision for income taxes for the three and six month periods  ended
September 30, 1996 and 1995 consists primarily of taxes related to international
operations.  The Company did not recognize tax benefits for losses  incurred  by
its domestic operations during the same periods.

NOTE 4

      The Company records short-term investments in accordance with Statement of
Financial  Accounting Standards No. 115, "Accounting for Certain Investments  in
Debt and Equity Securities."  Investment securities consist of equity securities
which  are  classified  as both trading securities and  as  available  for  sale
securities.  Investments in trading securities are reported at fair value,  with
unrealized gains and losses included in earnings.  Unrealized holding losses  on
trading securities as of September 30, 1996 were approximately $283,000 and  are
included  in  the statement of operations.  In the quarter ended  September  30,
1996,  the  Company reclassified one of its short-term investments to  available
for sale and accordingly, unrealized gains and losses are reported as a separate
component  of  shareholders' equity.  The cost of investments sold  and  related
realized  gains  and  losses  are determined using the  specific  identification
method.

The   amortized  cost  and  estimated  market  value  of  investment  securities
classified as available for sale at September 30, 1996 are as follows:

<TABLE>

<S>                      <C>
Amortized cost           $3,938,659

Gross unrealized losses    (256,409)

Estimated market value   $3,682,250

</TABLE>

NOTE 5

      Spare  parts  inventories,  net of reserves,  aggregating  $1,823,000  and
$2,042,000 at September 30, 1996 and March 31, 1996, respectively, are  included
in "Prepaid expenses and other current assets".

NOTE 6

NOTES PAYABLE:

      The  Company maintains a $30 million asset-based revolving line of  credit
facility with a U.S. financial institution (the "Lender"). Pursuant to the terms
of the credit facility, as amended, effective September 30, 1996, the Company is
required  to  maintain a minimum adjusted net worth, as defined, of  $30,000,000
excluding  certain  restructuring and nonrecurring charges.   At  September  30,
1996,  the  Company  had  an  adjusted net worth,  excluding  such  charges,  of
$31,940,000 and, therefore was in compliance with this covenant.

LONG-TERM DEBT:

<TABLE>

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

<CAPTION>
                                        Sept. 30,    March 31,

                                          1996         1996

<S>                                      <C>          <C>
8 1/2% Senior Subordinated
  Convertible Debentures
  Due 2002. . . . . . . . . . . .        $20,750      $20,750
Other . . . . . . . . . . . . . .            265          309

                                          21,015       21,059
Less current obligations. . . . .            120          173
                                         $20,895      $20,886
</TABLE>

NOTE 7

SETTLEMENT OF LITIGATION REGARDING CERTAIN OUTSTANDING COMMON STOCK:

     The 30 million shares of Common Stock issued to GSE Multimedia Technologies
Corporation  ("GSE"), Fidenas International Limited, L.L.C. ("FIN") and  Elision
International,  Inc. ("Elision") on March 31, 1994, pursuant to  the  bankruptcy
restructuring plan, were the subject of certain legal proceedings.  On June  11,
1996,  a  Stipulation of Settlement and Order (the "Settlement  Agreement")  was
executed,  which settles various legal proceedings in Switzerland,  the  Bahamas
and the United States among Mr. Geoffrey P. Jurick, Emerson's Chairman and Chief
Executive Officer, certain of his affiliated entities (GSE, FIN and Elision) and
certain   of  their  creditors  (the  "Creditors").   The  Settlement  Agreement
provides,  among other things, for the payment by Mr. Jurick and such affiliated
entities of $49.5 million to the Creditors, to be paid from the proceeds of  the
sale  of  certain  of  the  29,152,542  shares  of  Emerson  common  stock  (the
"Settlement  Shares") owned by affiliated entities of Mr. Jurick.  In  addition,
Mr.  Jurick  will  be paid the sum of $3.5 million from the sale  of  Settlement
Shares.  The Settlement Shares will be sold over an indeterminate period of time
by a financial advisor (the "Advisor") to be proposed by Emerson and selected in
consultation  with Mr. Jurick and the Creditors.  TM Capital has initially  been
selected  as  the Advisor.  Such Advisor will formulate a marketing plan  taking
into  consideration  (i) the interests of Emerson's minority  stockholders,  and
(ii)  the goal of generating sufficient proceeds to pay the Creditors  and   Mr.
Jurick  as quickly as possible. The Settlement Shares will be divided  into  two
pools.   The Pool A Shares  initially will consist of 15,286,172 Emerson shares.
The Pool  B  Shares will consist of the number of Settlement Shares with
respect  to which  Mr. Jurick must retain beneficial ownership of voting power
to  avoid  an event of default arising out of a change of control pursuant to
the terms of the Company's  Loan  and Security Agreement with a U.S. financial
institution  (the "Lender")  and/or the indenture governing the Company's 8 1/2%
Senior  Subordinated Convertible  Debentures Due 2002 (the "Debentures"). Sales
may be  made  of  the Settlement  Shares pursuant to a registered offering if
the sales price  is  not less  than  90%  of  the average of the three most
recent  closing  prices  (the "Average Closing Price"), or, other than in a
registered offering, of up  to  1% of  the Emerson common stock outstanding per
quarter, if the sales price is  not less  than  90%  of  the Average Closing
Price. Any other  attempted  sales  are subject  to  the consent of the
Company, Mr. Jurick, and the Creditors,  or,  if necessary,  the  Court.
The Settlement Agreement will  only  become  effective after,  among  other
things, receipt by the Court of certain share  certificates currently  held
in  foreign  jurisdictions and all documents  required  in  the Settlement
Agreement.  A hearing to approve the Settlement Agreement  has  been 
scheduled  for November 19, 1996 in the United States District Court in  Newark,
New Jersey.

INTERNATIONAL JENSEN INCORPORATED LITIGATION:

      On  May  10, 1996, International Jensen Incorporated ("Jensen")  filed  an
action  in  the  United  States  District Court for  the  Northern  District  of
Illinois,  Eastern  Division, against the Company and its President,  Eugene  I.
Davis,  for  violations  of  proxy  solicitation  rules  and  for  breach  of  a
confidentiality  agreement with Jensen.  On May 14, 1996, the  Court  entered  a
temporary  restraining  order  against the  Company  and  its  President,  which
subsequently  lapsed, enjoining them from (i) further solicitation  of  Jensen's
stockholders  or  their  representatives until the Company  has  filed  a  Proxy
Statement  with the Securities and Exchange Commission which complies  with  the
provisions of Regulation 14A of the Securities Exchange Act of 1934; (ii) making
further solicitation containing false and misleading or misleading statements of
material  fact  or  material  omissions;   and  (iii)  disclosing   confidential
information  in violation of the confidentiality agreement. On May 20, 1996, the
Company  filed a counterclaim and third party complaint in this action  alleging
that  Jensen and its Chairman, Chief Executive Officer and President, Robert  G.
Shaw, fraudulently induced the Company to enter into a confidentiality agreement
and  failed  to negotiate with the Company in good faith. On July 2,  1996,  the
Company  amended  its  third  party complaint  to  include  Recoton  Corporation
("Recoton"),  the  competing  bidder for Jensen, and William  Blair 
Leveraged Capital Fund, L.P. ("Blair")  for  conspiring  in  the
actions of Jensen and Mr. Shaw. The Company voluntarily dismissed Blair, without
prejudice, on August 2, 1996.

      On  August  8,  1996, the Company filed a Second Amended Counterclaim  and
Third  Party  Complaint with the Chicago Federal Court alleging that disclosures
and  omissions  in  Jensen's  proxy  materials  constituted  violations  of  the
antifraud  provisions  of  the  federal proxy  rules  and  seeking  a  temporary
restraining  order  to enjoin Jensen from holding its August  28,  1996  Special
Meeting  of  Stockholders  to  approve the Recoton/Shaw  transactions  and  from
utilizing  any  proxies  solicited pursuant to such allegedly  misleading  proxy
materials.  The  Court determined to abstain from deciding  on  this  matter  on
August 26, 1996.  On October 22, 1996, Emerson and Jensen further amended  their
claims  and  Recoton  filed a separate action alleging that  Emerson  tortuously
interfered with the Jensen/Recoton transaction which seeks damages of  not  less
than  $5  million.   The Company and its President intend to  vigorously  defend
Jensen's  and  Recoton's claims against the Company and  its  President  and  to
vigorously pursue its counterclaim against Jensen and its third party  complaint
against  Mr.  Shaw and Recoton.  The Company believes that Jensen's and
Recoton's  claims  are without  basis, that it has meritorious defenses against
Jensen's and  Recoton's claims  and  that  the litigation or results thereof
will not  have  a  material adverse effect on the Company's consolidated
financial position.

     On July 30, 1996, the Company filed a complaint in the Court of Chancery of
the  State of Delaware against Jensen, all of its directors, Blair, Recoton, and
certain  affiliates  of  the  foregoing  alleging  violations  of  Delaware  law
involving  Jensen's  auction  process, interference  with  prospective  economic
advantage,  and aiding and abetting breaches of fiduciary duties. In particular,
the  complaint  seeks an order enjoining the consummation of the  Jensen/Recoton
merger and the sale of Jensen's Original Equipment Manufacturing business to Mr.
Shaw.  The complaint also seeks to require Jensen and its Board of Directors  to
provide  relevant due diligence materials to the Company and to engage  in  good
faith negotiations with the Company by asking the Court to order Jensen and  its
Board  of  Directors  to conduct a fair auction on a level playing  field.   The
Company  is  also  requesting the Court to award damages and further  relief  as
would  be just and equitable. The Court ordered expedited discovery and  held  a
hearing on the matter and on a motion for preliminary injunction filed on behalf
of  Jensen's  stockholders on August 15, 1996. The Court denied the motions  for
preliminary injunction, and the Recoton/Shaw transactions with Jensen were
consummated on or about August 28, 1996.

OTAKE LITIGATION:

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.,  (collectively, the "Otake Defendants") alleging breach of contract, breach
of  covenant  of  good faith and fair dealing, unfair competition,  interference
with  prospective  economic  gain, and conspiracy  in  connection  with  certain
activities of the Otake Defendants under certain agreements between the  Company
and the Otake Defendants.  Mr. Bond is a former officer and sales representative
of  the Company, having served in the latter capacity until he began working for
the  other Otake Defendants. Certain of the other Otake Defendants have supplied
the  majority of the Company's purchases until the Company's most recent  fiscal
year ended March 31, 1996.

      On December 21, 1995, Orion Sales, Inc. and Orion Electric (America), Inc.
filed  suit  against the Company in the United States District  Court,  Southern
District  of Indiana, Evansville Division, alleging various breaches of  certain
agreements by the Company, including breaches of the confidentiality provisions,
certain  payment  breaches, breaches of provisions relating to product  returns,
and  other  alleged  breaches of those agreements, and seeking  damages  in  the
amount  of  $2,452,656,  together with interest thereon,  attorneys'  fees,  and
certain other costs. While the outcome of the New Jersey and Indiana actions are
not  certain  at  this  time, the Company believes it has  meritorious  defenses
against  the claims made by the plaintiffs in the Indiana action. In any  event,
the  Company believes the results of that litigation should not have a  material
adverse effect on the financial condition of the Company or on its operations.

BANKRUPTCY CLAIMS:

     The Company is presently engaged in litigation regarding several bankruptcy
claims  which  have not been resolved since the restructuring of  the  Company's
debt.   The  largest  claim  was  filed July 25, 1994  in  connection  with  the
rejection  of  certain executory contracts with two Brazilian entities,  Cineral
Electronica   de  Amazonia  Ltda.  and  Cineral  Magazine  Ltda.  (collectively,
"Cineral").   The  contracts were executed in August 1993, shortly  before   the
Company's  filing for bankruptcy protection. The amount claimed  was 
$93,563,457,  of which $86,785,000 represents  a  claim  for  lost
profits  and  $6,400,000  for plant installation and establishment  of  offices,
which  were  installed and established prior to execution of the contracts.  The
claim was filed as an unsecured claim and, therefore, will be satisfied, to  the
extent the claim is allowed by the Bankruptcy Court, in the manner other allowed
unsecured  claims  were  satisfied.   The  Company  has  objected  to,  and  has
vigorously contested, the claim and believes it has meritorious defenses to  the
highly speculative portion of the claim for lost profits and the portion of  the
claim  for  actual damages for expenses incurred prior to the execution  of  the
contracts.  Additionally, on or about September 30, 1994, the Company instituted
an  adversary  proceeding in the Bankruptcy Court asserting  damages  caused  by
Cineral  in  early 1995 and seeking declaratory relief and replevin.   A  motion
filed  by  Cineral  to dismiss the adversary proceeding has  been  denied.   The
adversary  proceeding  and  claim  objection have  been  consolidated  into  one
proceeding and discovery commenced. This action has been stayed since June  1995
by  order  of the Bankruptcy Court pending settlement negotiations.  An  adverse
final  ruling on the Cineral claim could have a material adverse effect  on  the
Company,  even though it would be limited to 18.3% of the final claim determined
by  a  court of competent jurisdiction; however, with respect to the  claim  for
lost  profits, in light of the foregoing, the Company believes the  chances  for
recovery for lost profits are remote.

NOTE 8

      The  Company  recorded  restructuring and other  nonrecurring  charges  of
$2,734,000  for the three and six month periods ended September  30,  1996.  The
Company  recognized $917,000 of restructuring charges related to the closure  of
the  Company's local Canadian office and distribution operations in favor of  an
independent  distributor.   The charges include costs  for  employee  severance,
asset  write-downs,  and facility and equipment lease costs.  Additionally,  the
Company  recognized $1,817,000 of nonrecurring charges relating to the  proposed
but  unsuccessful acquisition of International Jensen Incorporated.  These costs
primarily   include  investment  banking,  commitment  and  professional   fees,
including litigation costs, relating to the proposed acquisition.

NOTE 9

      The  Company has a 50% investment in E & H Partners, a joint venture  that
purchases, refurbishes and sells certain of the Company's product returns.   The
results  of  this  joint venture are accounted for by the  equity  method.   The
Company's  equity  in  the  earnings of the joint  venture  is  reflected  as  a
reduction  of  cost  of  sales in the Company's unaudited  interim  Consolidated
Statements of Operations. Summarized financial information relating to the joint
venture is as follows (in thousands):

<TABLE>

<CAPTION>
                           Six Months Ended      Three Months Ended          
                             September 30,           September 30,
                            1996      1995         1996      1995
Income Statement data:
                                                    
   <S>                    <C>       <C>           <C>       <C>   
   Net sales (a)          $18,466   $13,556       $8,061    $6,282
   Net earnings (loss)        (74)    1,394         (654)      475
                                                    
   Sales by the Company
     to E&H Partners        4,693    11,688        1,874     3,709
___________________________
    (a) Sales to the
      Company by                                     
      E&H Partners          6,070     1,799        2,099       374

</TABLE>

<TABLE>
<CAPTION>
                                  Sept. 30,    March 31,
                                    1996         1996
Balance Sheet Data:                               
                                                  
   <S>                            <C>          <C>   
   Current assets (a)             $16,478      $19,326
   Noncurrent assets                  151          162
      Total Assets                $16,629      $19,488
   Accounts Payable to the                        
    Company (a)                   $ 6,226      $13,270
   Other Current liabilities        7,947        3,688
      Total Liabilities            14,173       16,958
   Partnership Equity               2,456        2,530
      Total Liabilities and                       
Partnership Equity                $16,629      $19,488
   Equity of the Company in net                   
    assets of E&H Partners        $ 1,295      $ 1,265

</TABLE>
_______________
(a) Inventories of the Partnership had been assigned to the Lender as collateral
for  the  U.S.  line of credit facility.  In April 1996, the Company  agreed  to
equally  share the lien on the partnership's inventory with the other  party  in
the  joint venture, in exchange for, among other things, a $5.0 million loan  by
such  partner  to  the  joint venture and a subsequent partial  paydown  of  E&H
Partners' obligation to the Company of the same amount.

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                        
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
        OPERATIONS AND FINANCIAL CONDITION

This  report  contains forward-looking statements under the  Private  Securities
Litigation Reform Act of 1995 (the "Reform Act").  The Company's actual  results
may  differ  from  the  results  discussed in  the  forward-looking  statements.
Factors  that  might cause such a difference include, but are  not  limited  to,
those discussed in this report.  See Other Information - Part II, Item 5.

RESULTS OF OPERATIONS

      Consolidated  net  revenues for the  three and  six  month  periods  ended
September 30, 1996 decreased $26,839,000 (31%) and $42,750,000 (30%) as compared
to  the  same  periods in the fiscal year ended March 31, 1996 ("Fiscal  1996"),
respectively.   The  decrease resulted from decreases in  unit  sales  of  video
cassette  recorders, televisions, television/video cassette recorder combination
units  and  audio  products due to higher retail stock levels,  increased  price
competition   in   these product categories, weak consumer  demand  and  a  soft
retail  market. This was partially offset by increased sales of microwave  ovens
attributable  to  a  broader product line, larger size units and  increased  SKU
selections  by  customers, and by sales of home theater and car  audio  products
which  were  not introduced until the second and third quarters of Fiscal  1996.
Revenues  recorded  from  the  licensing of  the  Emerson  &  G-Clef  registered
trademark  were  $1,001,000 and $2,002,000 in the three and  six  month  periods
ended  September 30, 1996 as compared to $1,356,000 and $2,401,000 in  the  same
periods  in  Fiscal  1996,  respectively.  The  decline  in  royalty  income  is
attributable to lower aggregate sales reported by the licensees of the Emerson &
G-Clef  registered  trademark  brand products.  However,  the  Company  has  not
received  the royalty report from the Company's largest licensee for the  second
quarter  ended  September  30, 1996, and therefore, recorded  only  the  minimum
royalties  due pursuant to the license agreement.  Such royalties may be  higher
upon receipt of the report of the actual results from the licensee. Furthermore,
the  Company's Canadian sales decreased $3.3 million in the first  half  of  the
fiscal year ending March 31, 1997 ("Fiscal 1997") relating to the continued weak
Canadian  economy  and  the closure of the Company's local  office  and  Company
operated  distribution operations in favor of an independent distributor.   This
was  partially  offset  by an increase in European sales to  the  Company's  new
distributor in Spain. The Company expects its United States sales for the  third
quarter of Fiscal 1997 to be lower than the third quarter of Fiscal 1996 due  to
continuing weak consumer demand, a soft retail market and the increased level of
price competition.

      Cost of sales, as a percentage of consolidated revenues, was 95% for  both
the  three and six month periods ended September 30, 1996 as compared to 91% for
the  same  periods in Fiscal 1996.  Gross profit  margins in the three  and  six
month periods ended September 30, 1996 were unfavorably impacted by a change  in
product mix, lower sales prices (primarily video products), a higher proportion
of  close-out  sales, the allocation of reduced fixed costs over a  lower  sales
base  in  the  current fiscal year, and the recognition of  income  relating  to
reduced  reserve requirements for sales returns in the first half of  the  prior
fiscal  year.  However,  gross profit margins were  favorably  impacted  by  the
introduction  of higher margin products -- home theater and car audio  products,
and  by a reduction in the costs associated with product returns related to  the
Company's  agreements  with  a  majority of its suppliers  to  return  defective
products and receive in exchange an "A" quality unit.

      Other  operating costs and expenses declined $240,000 and $921,000 in  the
three  and  six month periods ended September 30, 1996 as compared to  the  same
periods  in  Fiscal 1996, respectively, primarily as a result of a  decrease  in
after-sale service costs relating to the Company's licensing of its Emerson & G-
Clef registered trademark for sale of video products to its largest customer .

      Selling, general and administrative expenses ("S,G&A") as a percentage  of
revenues, was 7% and 10% for the three and six month periods ended September 30,
1996,  as  compared  to  7%  and  8%  for  the  same  periods  in  Fiscal  1996,
respectively. In absolute terms, S,G&A decreased by $1,410,000 and $1,290,000 in
the three and six month periods ended September 30, 1996 as compared to the same
periods in Fiscal 1996, respectively. The decrease was primarily attributable to
a  reduction  in fixed costs and compensation expense relating to the  Company's
continuing  cost reduction program in both the U.S. and in its foreign  offices,
lower selling expenses attributable to the lower sales and a lower provision  on
trade receivables.  This was partially offset by a reduction in foreign currency
exchange  gains.  The  increase  in S,G&A as a percentage  of  revenues  is  due
primarily  to  the  allocation of fixed S,G&A costs over  a  lower  sales  base.
Additionally, the Company's exposure to foreign currency fluctuations, primarily
in  Canada  and  Spain,  resulted in the recognition  of  net  foreign  currency
exchange  gains  aggregating $12,000 and $26,000 in  the  three  and  six  month
periods  ended  September 30, 1996 as compared to $239,000 and $671,000  in  the
same periods in Fiscal 1996, respectively.

      Interest expense increased by $174,000 and $363,000 in the three  and  six
month periods ended September 30, 1996 as compared to the same periods in
Fiscal 1996, respectively. The increase was attributable  to the  interest
expense  associated with the debentures issued  in  August  1995,
partially offset by lower average borrowings at lower interest rates on the U.S.
revolving  line  of credit facility. The average rate in effect  on  the  credit
facility  for  the  three month periods ended September 30, 1996  and  1995  was
approximately 9.5% and 10.75%, respectively.

      The  Company  recorded  restructuring and other  nonrecurring  charges  of
$2,734,000  for the three and six month periods ended September  30,  1996.  The
Company  recognized $917,000 of restructuring charges related to the closure  of
the  Company's local Canadian office and distribution operations in favor of  an
independent  distributor.   The charges include costs  for  employee  severance,
asset  write-downs,  and facility and equipment lease costs.  Additionally,  the
Company  recognized $1,817,000 of nonrecurring charges relating to the  proposed
but  unsuccessful acquisition of International Jensen Incorporated.  These costs
primarily   include  investment  banking,  commitment  and  professional   fees,
including litigation costs, relating to the proposed acquisition.

      As a result of the foregoing factors, the Company incurred a net  loss  of
$6,043,000  and $10,766,000 for the three and six month periods ended  September
30,  1996,  compared to net earnings of $126,000 for the quarter ended September
30, 1996 and a net loss of $1,274,000 for the first half of Fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $3,322,000 for the six months
ended September 30, 1996. Cash was provided by decreases in accounts receivables
and  inventories  partially offset by a loss from operations.  The  decrease  in
accounts receivable was due primarily to a one-time receipt of $5.0 million from
the  Company's 50% owned joint venture (E & H Partners) in the first quarter  of
Fiscal  1997  as  a  partial paydown of the joint venture's  obligation  to  the
Company.  The  decrease  in  inventory is  primarily  due  to  a  more  cautious
purchasing  strategy focusing on reducing inventory levels  and  the  associated
carrying costs.

      Net  cash  used by investing activities was $2,312,000 for the six  months
ended  September  30,  1996.  Cash was utilized primarily for  the  purchase  of
investment securities.

      In  the  six  months  ended September 30, 1996,  the  Company's  financing
activities utilized  $2,141,000  of  cash.  The  Company reduced  its
borrowings  under its U.S. line of credit facility  by  $1,965,000
through the collection of accounts receivable.

      The Company maintains an asset-based revolving line of credit facility, as
amended,  with  a  U.S. financial institution (the "Lender"). The  facility,  as
amended through September 30, 1996, provides for revolving loans and letters  of
credit, subject to individual maximums and, in the aggregate, not to exceed  the
lesser  of  $30  million  or  a  "Borrowing  Base"  amount  based  on  specified
percentages of eligible accounts receivable and inventories. All credit extended
under  the  line  of credit is secured by the U.S. and Canadian  assets  of  the
Company  except for trademarks, which are subject to a negative pledge covenant.
The  interest rate on these borrowings is 1.25% above the stated prime rate.  At
September  30, 1996, there were approximately $19.2 million outstanding  on  the
Company's  revolving loan facility and approximately $3.3 million of letters  of
credit outstanding for inventory purchases. Based on the "Borrowing Base" amount
at September 30, 1996, approximately $2.2 million of the credit facility was not
utilized.  Pursuant  to the terms of the credit facility, as amended,  effective
September  30, 1996, the Company is required to maintain a minimum adjusted  net
worth,   as   defined,  of  $30,000,000  excluding  certain  restructuring   and
nonrecurring  charges.  At September 30, 1996, the Company had an  adjusted  net
worth,  excluding such charges, of $31,940,000, and therefore, was in compliance
with this covenant.

      The  Company's  Hong Kong subsidiary maintains various  credit  facilities
aggregating $59.1 million with a bank in Hong Kong consisting of the  following:
(i)  a  $9.1 million credit facility generally used for letters of credit for  a
foreign subsidiary's direct import business and affiliates' inventory purchases,
and (ii) a $50 million credit facility, for the benefit of a foreign subsidiary,
which  is  for  the  establishment of back-to-back letters of  credit  with  the
Customer.  At September 30, 1996, the Company's Hong Kong subsidiary had pledged
$4 million in certificates of deposit to this bank to assure the availability of
these  credit  facilities. At September 30, 1996, there were approximately  $7.7
million  and  $8.9 million of letters of credit outstanding on the $9.1  million
and $50 million credit facilities, respectively.

      In  the third quarter of Fiscal 1997, the Company made proposals to  Sport
Supply  Group,  Inc. ("SSG"), a New York Stock Exchange listed company  and  the
largest direct mail distributor of sporting goods equipment and supplies in  the
United  States, in which the Company seeks to acquire a significant interest  in
SSG,  though not a majority interest of SSG common stock, and control  of  SSG's
Board  of Directors.  Under the terms of its most recent proposal,  the  Company
would  increase its investment  in SSG  (the Company  currently  owns  9.9%
of outstanding SSG  common  stock)  through  the purchase of 1,714,286 shares
of newly issued common stock  (the "Stock") of  SSG at  a  purchase  price
of  $7.00  per share,  for  aggregate  consideration  of approximately 
$12 million. The Company would also purchase, for $600,  warrants
to  purchase 1,000,000 shares of Stock at an exercise price of $7.50  per  share
(the  "Warrants"), subject to adjustment and exercisable for a five  year  term.
In  addition, the Company would arrange for foreign trade credit financing of $2
million  for  the benefit of SSG.  As part of the proposal, SSG  would  cause  a
majority  of  the  members  of  its Board of Directors  to  consist  of  Emerson
designees.  If  the  proposal is accepted, upon acquisition of  the  Stock,  the
Company  would beneficially own approximately 28% of the outstanding  shares  of
SSG  common stock, and assuming exercise of all the Warrants, the Company  would
beneficially own approximately 35% of SSG common stock. The Company is currently
negotiating with SSG on the price and terms of such a transaction.  There can be
no  assurance that such negotiations will be successful or that the  transaction
will be completed on terms set forth in the Company's most recent proposal.

      The  proposed  acquisition of a significant interest in  SSG  is  part  of
management's plan to grow the Company through diversification from the Company's
core  business  of  consumer  electronics.  SSG sells  its  product  at  margins
significantly higher than Emerson's core business and to an institutional market
that  does  not require the significant after-market servicing costs typical  of
Emerson's core business.

   The Company's strategic goals include growth through acquisitions and through
additions of higher margin consumer product lines which complement the Company's
business.  The Company also intends to market distribution, sourcing  and  other
services  to  third  parties. In addition, the Company  intends  to  expand  the
international distribution of its products into areas where management  believes
low  to  moderately priced, dependable consumer electronics and  microwave  oven
products  will have a broad appeal. The Company has in the past and  intends  in
the  future  to  pursue  such  plans  either  on  its  own  or  by  forging  new
relationships, including license arrangements, partnerships, joint  ventures  or
strategic  mergers  and  acquisitions of companies in similar  or  complementary
businesses.

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

      Based on the operating losses reported for the first half of Fiscal  1997,
the  continuing  soft retail market and the trend in sales, management  believes
that  future cash flow from operations and the institutional financing described
above  may not be sufficient to fund all of the Company's cash requirements  for
the  next  twelve  months.   Management plans to take  the  necessary  steps  to
adequately finance the Company's operations which may include the following:

1.  Reviewing strategic alternatives for its North American video business  not
    covered under the license agreement with the Supplier.
2.  Reducing inventory levels and purchase higher margin products for inventory.
3.  Shifting a higher proportion of sales to direct import.
4.  Negotiating with the Lender to amend the U.S. revolving credit facility  to
    ensure continued compliance with all covenants.
5.  Continuing cost reduction programs in both the U.S. and foreign offices.
6.  Sale of non-operating or underperforming assets.
7.  Private sale of equity and/or debt securities.

There  can  be  no  assurance  that the Company will  be  able  to  successfully
implement  any  of these steps in a time frame or manner which will  permit  the
Company to fund current operations and other planned expenditures at current and
expected sales volumes, if at all.

      The  Company's liquidity is impacted by the seasonality of  its  business.
The   Company  records the majority of its annual sales in the  quarters  ending
September  30  and December 31.  This requires the Company to open significantly
higher  amounts  of  letters of credit during the quarters ending  June  30  and
September  30, therefore significantly increasing the Company's working  capital
needs  during  these  periods. Additionally, the Company  received  the  largest
percentage of customer returns in the quarter ending March 31.  The higher level
of  returns  during  this  period  adversely impacts  the  Company's  collection
activity  during this period, and therefore its liquidity.  The Company believes
that the licensing of the Emerson & G-Clef registered trademark and the "return-
to-vendor" agreements should favorably impact the Company's cash flow over their
respective terms.

                EMERSON RADIO CORP. AND SUBSIDIARIES

                              PART II

                         OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS.

          The information required by  this item is included in Note
          7  of  Notes to Interim Consolidated Financial Statements
          filed in Part I of Form 10-Q for the quarter ended September  30,
          1996, and is incorporated herein by reference.

ITEM 5.   OTHER INFORMATION.

          Certain  statements in this quarterly report on  Form  10-Q
          under  the  caption  "Management's  Discussion  and  Analysis  of
          Financial  Condition and Results of Operations" and elsewhere  in
          this  quarterly report and in future filings by the Company  with
          the  Securities  and  Exchange  Commission,  constitute  "forward
          looking  statements" with the meaning of the  Reform  Act.   Such
          forward  looking  statements involve  known  and  unknown  risks,
          uncertainties,  and  other factors which  may  cause  the  actual
          results,  performance  or  achievements  of  the  Company  to  be
          materially  different  from any future  results,  performance  or
          achievements  expressed  or  implied  by  such  forward   looking
          statements.   Such factors include, among others, the  following:
          product   supply  and  demand;  general  economic  and   business
          conditions  and  condition  of  the retail  consumer  electronics
          market;  price  competition and competition from  companies  with
          greater  resources;  success  of operating  initiatives  and  new
          product  introductions; operating costs including continuing  the
          Company's  cost reduction program and Company's return to  vendor
          program;  advertising and promotional efforts;  brand  awareness;
          the  existence  or absence of adverse publicity; success  of  the
          Company's  acquisition strategy; changes in business strategy  or
          development plans; quality of management; availability,  use  and
          terms  of  capital  and compliance with debt covenants;  business
          abilities  and judgment of personnel; availability  of  qualified
          personnel; labor and employee benefit costs; changes in,  or  the
          failure  to comply with, government regulations and other factors
          referenced in this quarterly report.

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

          (a)  Exhibits:

               (10)(a) Employment Agreement, dated as of January 29, 1996
               between Emerson Radio Corp. ("Emerson") and Marino Andriani.

               (10)(b) Amendment No. 3 to Financing Agreements, dated
               as of August 20, 1996, amending the adjusted net worth covenant
               of the Loan Agreement between Emerson and  Congress  Financial
               Corp.

               (10(c) Amendment No. 4 to Financing Agreements,  dated
               as of November 14, 1996, amending the adjusted net worth covenant
               of the Loan Agreement between Emerson and  Congress  Financial
               Corp.

               (10)(d) License Agreement, dated as of August 23, 1996
               between Emerson and REP Investment Limited Liability Company  for
               the exclusive license for proprietary technology  for  home
               theater and stereo surround sound systems.

               (10)(e)  Distribution Agreement, dated as of September
               11,  1996  between  Emerson, Emerson Radio Canada  Ltd.  and  AVS
               Technologies Inc., appointing exclusive distributor for Canada.

               (27) Financial Data Schedule for six months ended
               September 30, 1996.

                (b)  Reports on Form 8-K:

                     (1)  During the three month period ended September
                          30, 1996, no Form 8-K was filed.


                             SIGNATURES

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



                                   EMERSON RADIO CORP.
                                      (Registrant)





Date: November 19,1996              /s/ Eugene I. Davis
                                    Eugene I. Davis
                                    President





Date:  November 19, 1996            /s/ John P. Walker
                                    John P. Walker
                                    Executive Vice President,
                                    Chief Financial Officer