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 December 31, 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 December  31,
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>
                                        
                                 Nine Months Ended      Three Months Ended
                                    December 31,           December 31,       
                                  1996       1995         1996      1995
                                                                   
<S>                             <C>        <C>          <C>        <C>
Net revenues . . . . . . . . .  $151,284   $214,720     $49,628    $70,314
                                                                
Costs and expenses:                                             
                                                                
   Cost of sales . . . . . . .   145,354    198,184      48,818     67,491
                                                                
   Other operating costs and                                    
     expenses.                     2,111      3,529         488        983
                                                                
   Selling, general &                                           
     administrative expenses .    14,698     16,332       4,993      5,338
                                                                
   Restructuring and other                                      
     nonrecurring charges. . .     2,811          -          77          -
                                                                
                                                                 
                                 164,974    218,045      54,376     73,812
                                                                
Operating loss . . . . . . . .   (13,690)    (3,325)     (4,748)    (3,498)
                                                                
Interest expense . . . . . . .     2,525      2,322         867      1,029
                                                                
Loss before income taxes . . .   (16,215)    (5,647)     (5,615)    (4,527)
                                                                
Provision (benefit) for income                                  
  taxes  . . . . . . . . . . .       194         26          28       (129)
                                                                
Net loss . . . . . . . . . . .  $(16,409)   $(5,673)    $(5,643)   $(4,398)
                                                                
Net loss per common share. . .   $  (.42)   $  (.15)    $  (.14)   $  (.11)
                                                                
Weighted average number of                                      
  common shares outstanding. .    40,281     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>
                                              Dec. 31,   March 31,
                                                1996       1996
                                            (Unaudited)
ASSETS                                                  
Current Assets:                                         
    <S>                                      <C>        <C>
    Cash and cash equivalents . . . . . . .  $ 6,121    $ 16,133
    Short-term investments. . . . . . . . .      155       1,872
    Accounts receivable (less allowances of              
      $4,531 and $6,139, respectively). . .   21,673      23,583
    Inventories . . . . . . . . . . . . . .   23,917      35,292
    Prepaid  expenses  and  other  current       
      assets  . . . . . . . . . . . . . . .   6,328        8,434
                                                        
       Total current assets . . . . . . . .   58,194      85,314
                                                        
Property and equipment - (at cost less                  
       accumulated depreciation and                 
       amortization of $5,546 and
       $4,422, respectively) . . . . . . . .   2,455       3,501
Investment in unconsolidated affiliate . . .  15,884           -
Other assets . . . . . . . . . . . . . .  .    6,927       7,761
                                                        
       Total Assets . . . . . . . . . . . .  $83,460    $ 96,576
                                                        
LIABILITIES AND SHAREHOLDERS' EQUITY                    
Current Liabilities:                                    
    Notes payable . . . . . . . . . . . . .  $14,733    $ 21,151
    Current maturities of long-term debt. .       84         173
    Accounts payable and other current                   
       liabilities. . . . . . . . . . . . .   19,574      10,391
    Accrued sales returns . . . . . . . . .    4,097       3,091
    Income taxes payable. . . . . . . . . .      177         202
                                                        
       Total current liabilities. . . . . .   38,665      35,008
                                                        
Long-term debt . . . . . . . . . . . . .  .   20,878      20,886
Other non-current liabilities. . . . . .  .      258         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 . . . . .  .  109,238     108,991
Accumulated deficit. . . . . . . . . . .  .  (95,109)    (78,175)
Cumulative translation adjustment. . . .  .      127         163
                                                        
    Total shareholders' equity. . . . . . .   23,659      40,382
                                                        
Total Liabilities and Shareholders' Equity.  $83,460    $ 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>
                                           Nine Months Ended          
                                              December 31,            
                                            1996        1995
Cash Flows from Operating Activities:                 
                                                      
  <S>                                    <C>          <C>
  Net cash provided (used) by operating               
     activities . . . . . . . . . . . .  $  11,317    $(11,478)
                                                      
Cash Flows from Investing Activities:                 
                                                      
   Investment in unconsolidated company    (14,398)          -
   Additions to property and equipment.       (218)     (1,490)
   Other. . . . . . . . . . . . . . . .        112        (385)
   Net cash used by investing                          
     activities . . . . . . . . . . . .    (14,504)     (1,875)
                                                      
Cash Flows from Financing Activities:                 
                                                      
   Net repayments under line of credit                 
     facility . . . . . . . . . . . . .     (6,418)     (2,561)
   Net proceeds from private placement               
     of Senior Subordinated Convertible                   
     Debentures . . . . . . . . . . . .          -      19,220
   Other  . . . . . . . . . . . . . . .        407      (1,285)
   Net cash provided (used) by financing               
     activities . . . . . . . . . . . .     (6,825)     15,374
                                                      
Net  increase (decrease)  in  cash  and               
  cash equivalents. . . . . . . . . . .    (10,012)      2,021
Cash and cash equivalents at beginning                
   of year. . . . . . . . . . . . . . .     16,133      17,020
                                                      
Cash and cash equivalents at end of  
   period . . . . . . . . . . . . . . .     $6,121(a)  $19,041(a)
                                                      
Supplemental  disclosure of  cash  flow               
   information:
                                                      
   Interest paid  . . . . . . . . . . .  $   2,532    $  2,751
                                                      
   Income taxes paid  . . . . . . . . .  $      15    $    153


</TABLE>
                                        
(a)   The  balances at December 31, 1996 and 1995 include $4.0 million and  $9.0
million,  respectively,  of  cash and cash equivalents  pledged  to  assure  the
availability of certain foreign 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 nine month periods ended December
31,  1996  are not necessarily indicative of the results of operations  for  the
full year ending March 31, 1997.

NOTE 2

      Net  loss  per  common share for the three and nine  month  periods  ended
December  31, 1996 and 1995 are based on the net loss and deduction of preferred
stock  dividend requirements 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 nine month periods ended
December  31, 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

      On  December 10, 1996, the Company purchased from Sport Supply Group, Inc.
("SSG") 1,600,000 shares of newly issued common stock, $.01 par value per  share
(the  "Common  Stock"),  for  aggregate  consideration  of  $11.5  million,   or
approximately  $7.19  per  share. In addition, the  Company  purchased,  for  an
aggregate consideration of $500,000, 5-year warrants (the "Warrants") to acquire
an additional 1,000,000 shares of Common Stock at an exercise price of $7.50 per
share,  subject  to standard anti-dilution adjustments, pursuant  to  a  Warrant
Agreement.  Prior to such purchase, the Company beneficially owned approximately
9.9% of SSG's outstanding Common Stock which it had purchased for $4,228,000  in
open  market transactions.  Based upon the purchase of the Common Stock  as  set
forth  above, the Company owns approximately 27.1% of the outstanding shares  of
the  Common  Stock.  If  the  Company exercises all of  the  Warrants,  it  will
beneficially  own  approximately 34.9% of the Common Stock.   In  addition,  the
Company  has arranged for foreign trade credit financing of $2 million  for  the
benefit  of  SSG to supplement SSG's existing credit facilities.  In  connection
with such purchase, SSG appointed the Company's designees to become the majority
of  the members of its Board of Directors. Election of the Board of Directors is
subject  to  a  vote  of  SSG's  stockholders at  its  next  annual  meeting  of
stockholders.

      The investment in, and results of operations, of SSG will be accounted for
by  the  equity  method.  SSG's fiscal year end is October  31;  therefore,  the
Company's  equity in earnings (losses) of SSG will be recorded  on  a  two-month
delay basis. The Company's investment in SSG includes goodwill of $4,617,000 and
is being amortized on a straight line basis over 40 years.

      Prior  to  the acquisition of the newly issued common stock,  the  Company
accounted  for its investment in SSG and currently accounts for other marketable
securities  as 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  trading securities. Investments in trading  securities  are
reported  at fair value, with unrealized gains and losses included in  earnings.
Unrealized  holding  losses  on trading securities for  the  nine  months  ended
December  31, 1996 were approximately $51,000 and are included in the  statement
of  operations.   The  cost of investments sold and related realized  gains  and
losses are determined using the specific identification method.

NOTE 5

      Spare  parts  inventories,  net of reserves,  aggregating  $1,668,000  and
$2,042,000  at December 31, 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 December 31, 1996, the Company is
required  to  maintain a minimum adjusted net worth, as defined, of  $17,000,000
excluding certain restructuring and nonrecurring charges and working capital  of
$10,000,000.   At  December 31, 1996, the Company had  an  adjusted  net  worth,
excluding such charges, of $26,441,000, and working capital of $19,529,000, and,
therefore was in compliance with this covenant.

<TABLE>

LONG-TERM DEBT:

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

<CAPTION>
                                        Dec. 31,    March 31,
                                          1996         1996
<S>                                      <C>          <C>
8 1/2% Senior Subordinated
  Convertible Debentures
  Due 2002. . . . . . . . . . . .        $20,750      $20,750
Other . . . . . . . . . . . . . .            212          309

                                          20,962       21,059
Less current obligations. . . . .             84          173
                                         $20,878      $20,886

</TABLE>

NOTE 7

SETTLEMENT OF LITIGATION REGARDING CERTAIN OUTSTANDING COMMON STOCK:

      The  30  million shares of Common Stock issued to affiliates  of  Geoffrey
Jurick,  the Chairman and Chief Executive Officer of the Company, 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, was approved by
order  of  the Court on November 19, 1996, and became effective on  February  4,
1997.   The  Settlement  Agreement  reflects the  settlement  of  various  legal
proceedings in Switzerland, the Bahamas and the United States among Mr.  Jurick,
certain  of  his  affiliated  entities  and  certain  of  their  creditors  (the
"Creditors")  (together with the Company, the "Lead Parties").   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 such affiliated entities of Mr. Jurick,  all
of  which  are  being  registered in the name of Fidenas  International  Limited
("FIN").  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"),  initially
TM  Capital  Corp.  The  Advisor is formulating 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. 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.  No
assurance  can  be given that a sufficient number of Settlement Shares  will  be
sold  at  prices  which  would or could result in the payment  in  full  of  the
settlement amount.  Further, sales of Settlement Shares, or the perception  that
such  sales  may occur, may adversely effect the prevailing  market prices,   if
any,  of  the Common Stock and also create a potential large block of Settlement
Shares coming into the market at substantially the same time.

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, which has subsequently been amended to  allege  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 and that Recoton Corporation
("Recoton"), the competing bidder for Jensen, aided in such actions. On  October
22,  1996,  Recoton  filed  a separate action alleging that  Emerson  tortiously
interfered with the Jensen/Recoton transaction, which seeks damages of not  less
than   $5  million.  Such  action is subject to a motion  to  dismiss  filed  by
Emerson. 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,  William  Blair
Leverage  Capital Fund, L.P., 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.  The  Court  held  a  hearing  on  motions  for
preliminary  injunction  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.  The  New  Jersey Court has found that it has jurisdiction  over  all  the
defendants in this litigation.

      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 currently claimed is  for
approximately $86,785,000 which represents a claim for lost profits.  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. 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, 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
$77,000  and $2,811,000 for the three and nine month periods ended December  31,
1996, respectively. The Company recognized $29,000 and $946,000 of restructuring
charges  over  these periods,  respectively,  related to  the   closure  of  the
Company's  local  Canadian office and distribution operations  in  favor  of  an
independent  distributor and downsizing of the Company's U.S.  operations.   The
charges  include costs for employee severance, asset write-downs,  and  facility
and  equipment  lease  costs. Additionally, the Company recognized  $48,000  and
$1,865,000 of nonrecurring charges over these periods, respectively, relating to
the  proposed  but  unsuccessful acquisition of Jensen.  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 ("E&H"), a joint venture
that was formed to purchase, refurbish and sell certain of the Company's product
returns.   Effective  January 1, 1997, the partners of E&H  mutually  agreed  to
dissolve  the joint venture and wind down its operations.  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>
                          Nine Months Ended      Three Months Ended       
                             December 31,            December 31,
                            1996      1995          1996      1995
Income Statement data:
                                                    
   <S>                   <C>         <C>           <C>       <C>
   Net sales (a)         $24,837*    $21,147       $6,371*   $7,591
   Net earnings (loss)       256*        240          330*   (1,154)
                                                    
   Sales by the Company
     to E&H Partners       5,742      14,095        1,049     2,407
_____________                                       

   (a) Sales to the                                 
     Company by                                     
     E&H Partners          7,058       3,731          988     1,932
                                                    
</TABLE>
        
<TABLE>
<CAPTION>
                                 Dec.31,     March 31,
                                   1996*        1996
Balance Sheet Data:                               
                                                  
   <S>                            <C>          <C>
   Current assets (a)             $15,995      $19,326
   Noncurrent assets                  147          162
      Total Assets                $16,142      $19,488
   Accounts Payable to the                        
    Company (a)                   $ 6,205      $13,270
   Other Current liabilities        7,151        3,688
      Total Liabilities            13,356       16,958
   Partnership Equity               2,786        2,530
      Total Liabilities and                       
      Partnership Equity          $16,142      $19,488
   Equity of the Company in net                   
     assets of E&H Partners       $ 1,460      $ 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.

*Information was derived from the November 30, 1996 financial statements of  E&H
Partners.  The financial statements for December 31, 1996 were not available  as
of the date of this report; however, based on discussions with the management of
E&H Partners, the Company believes that the results for the month ended December
31,  1996 will not have a material effect on the Company's results of operations
or financial position.

                      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 nine  month  periods  ended
December  31, 1996 decreased $20,686,000 (29%) and $63,436,000 (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 (for nine month period only) 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. Excluding the Company's video products, the Company's  U.S.  gross
sales  increased  by  approximately 18% and 12% for the  three  and  nine  month
periods  ended  December  31, 1996, respectively.  Revenues  recorded  from  the
licensing of the Emerson and G-Clef trademark were $1,005,000 and $3,007,000 for
the  three  and  nine  month periods ended December  31,  1996  as  compared  to
$1,152,000 and $3,553,000 in the same periods in Fiscal 1996, respectively.  The
decline  in royalty income is attributable to lower aggregate sales reported  by
the  licensees of Emerson and G-Clef brand products.  However, the  Company  has
not  received  the  royalty report from the Company's largest licensee  for  the
third  quarter ended December 31, 1996, and therefore, recorded only the minimum
royalties  due  pursuant to the applicable license agreement.  Furthermore,  the
Company's  Canadian net sales decreased $1,684,000 and $5,015,000 in  the  three
and  nine month periods ended December 31, 1996 as compared to the same  periods
in  Fiscal 1996 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. The Company expects its United States sales
for  the fourth quarter of the fiscal year ending March 31, 1997 ("Fiscal 1997")
to  be  lower  than  the fourth quarter of Fiscal 1996 due  to  continuing  weak
consumer  demand,  a  soft  retail market, high  retail  stock  levels  and  the
increased level of price competition.

      Cost  of sales, as a percentage of consolidated revenues, was 98% and  96%
for  the three and nine month periods ended December 31, 1996, respectively,  as
compared  to  96%  and 92%, respectively, for the same periods in  Fiscal  1996.
Gross  profit   margins in the three and nine month periods ended  December  31,
1996 were unfavorably impacted by lower sales prices (primarily video products),
a higher proportion of close-out sales, inventory write-downs, 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
for  the  same  periods in 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 $495,000 and $1,418,000 in the
three  and  nine month periods ended December 31, 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  and
G-Clef trademark to one of its suppliers (the "Supplier") for the sale of  video
products to its largest customer (the "Customer").

      Selling, general and administrative expenses ("S,G&A") as a percentage  of
revenues,  was 10% for both the three and nine month periods ended December  31,
1996,  as compared to 8% for the same periods in Fiscal 1996. In absolute terms,
S,G&A  decreased by $345,000 and $1,634,000 in the three and nine month  periods
ended  December  31,  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 and lower  selling
expenses  attributable to the lower sales, partially offset by the  reversal  of
accounts  receivable  reserves  in  the prior  year  periods  due  to  a  higher
realization than anticipated on past-due accounts receivable. Additionally,  the
decrease  for  the  nine  months ended December 31,  1996  was  mitigated  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.  The  Company's  exposure  to  foreign   currency
fluctuations, primarily in Canada and Spain, resulted in the recognition of  net
foreign  currency exchange losses aggregating $21,000 in the three month  period
ended  December  31, 1996 as compared to $174,000 in the same period  in  Fiscal
1996.  However,  the  Company  recognized net foreign  currency  exchange  gains
aggregating $7,000 in the nine month period ended December 31, 1996 as  compared
to $497,000 for the same period in Fiscal 1996.

      Interest  expense decreased by $162,000 in the three month  period   ended
December  31, 1996  as  compared to the same period in Fiscal 1996. The decrease
was attributable to 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 December 31,  1996  and  1995  was
approximately 9.5% and 10.0%, respectively.  However, interest expense increased
by  $203,000 in the nine month period ended December 31, 1996 as compared to the
same  period  in  Fiscal  1996  due  to the interest  expense  incurred  on  the
debentures issued in August 1995.

      The  Company  recorded  restructuring and other  nonrecurring  charges  of
$77,000  and $2,811,000 for the three and nine month periods ended December  31,
1996. The Company recognized $29,000 and $946,000 of restructuring charges  over
these periods related to the closure of the Company's local Canadian office  and
distribution  operations  in  favor  of  an  independent  distributor  and   the
downsizing  of  the  Company's U.S. operations. The charges  include  costs  for
employee  severance, asset write-downs, and facility and equipment lease  costs.
Additionally,  the  Company  recognized $46,000 and $1,865,000  of  nonrecurring
charges over these periods 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
$5,643,000  and $16,409,000 for the three and nine month periods ended  December
31,  1996, compared to a net loss of $4,398,000 and $5,673,000 respectively, for
the same periods in Fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

      Net  cash  provided by operating activities was $11,317,000 for  the  nine
months  ended  December  31, 1996. Cash was provided by  decreases  in  accounts
receivables  and  inventories  and an increase in  accounts  payable  and  other
current liabilities 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,  and  the  closure  of  the  Company's  Canadian  distribution
operations.  Further, accounts payable and other  current liabilities  increased
due to extended term financing used for inventory purchases.

      Net  cash used by investing activities was $14,504,000 for the nine months
ended  December 31, 1996.  Cash was utilized primarily for the purchase  of  the
Company's investment in Sport Supply Group, Inc. ("SSG"), as described below.

      In  the  nine  months  ended December 31, 1996,  the  Company's  financing
activities  utilized  $6,825,000  of  cash.  The  Company reduced its borrowings
under  its U.S. line of credit facility by $6,418,000 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 December 31, 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
December  31,  1996, there were approximately $14.7 million outstanding  on  the
Company's  revolving loan facility and approximately $1.6 million of letters  of
credit outstanding for inventory purchases. Based on the "Borrowing Base" amount
at  December 31, 1996, approximately $1.8 million of the credit facility was not
utilized.  Pursuant  to the terms of the credit facility, as amended,  effective
December  31,  1996, the Company is required to maintain a minimum adjusted  net
worth,   as   defined,  of  $17,000,000  excluding  certain  restructuring   and
nonrecurring charges and working capital of $10,000,000.  At December 31,  1996,
the  Company  had an adjusted net worth, excluding such charges, of $26,441,000,
and  working capital of $19,529,000, and therefore, was in compliance with these
covenants.

      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 December 31, 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 December 31, 1996, there were approximately  $11.7
million  and  $2.2 million of letters of credit outstanding on the $9.1  million
and  $50  million credit facilities, respectively.  The over extension  of  $2.6
million  on the $9.1 million letter of credit facility at December 31, 1996  was
due to timing of letter of credit payments and new issuances.

      Effective,  January 1, 1997, the Company and its partner in  E&H  Partners
("E&H")  mutually  agreed  to dissolve this joint  venture  and  wind  down  its
operations.   As  a  result, E&H's obligation to purchase the Company's  product
returns terminated as of such date. Accordingly, the Company is negotiating  the
sale  of product returns with other parties and anticipates finalization of such
negotiations shortly.  The Company expects such negotiations will result  in  an
arrangement  which  should improve the Company's cash flows  from  the  sale  of
product returns as compared to its previous arrangement with E&H.

      On  December 10, 1996, the Company purchased from Sport Supply Group, Inc.
("SSG") 1,600,000 shares of newly issued common stock, $.01 par value per  share
(the  "Common  Stock"),  for  aggregate  consideration  of  $11.5  million,   or
approximately  $7.19  per  share. In addition, the  Company  purchased,  for  an
aggregate consideration of $500,000, 5-year warrants (the "Warrants") to acquire
an  additional  1,000,000 shares  of  Common Stock at an exercise price of $7.50
per  share, subject to standard anti-dilution adjustments, pursuant to a Warrant
Agreement.  Prior to such purchase, the Company beneficially owned approximately
9.9% of SSG's outstanding Common Stock which it had purchased for $4,228,000  in
open market purchases.  Based upon the purchase of the Common Stock as set forth
above,  the  Company owns approximately 27.1% of the outstanding shares  of  the
Common Stock. If the Company exercises all of the Warrants, it will beneficially
own  approximately  34.9%  of the Common Stock.  In addition,  the  Company  has
arranged for foreign trade credit financing of $2 million for the benefit of SSG
to  supplement  SSG's  existing  credit  facilities.  In  connection  with  such
purchase,  SSG appointed the Company's designees to become the majority  of  the
members  of  its  Board  of Directors.  Election of the Board  of  Directors  is
subject to a vote of SSG's stockholders at its annual meeting of stockholders.

      The  $12  million purchase price paid by the Company was obtained  by  the
Company from the Lender, under the terms of its existing credit facility, and in
accordance with the terms of the consent obtained from such lender.  Pursuant to
a Pledge and Security Agreement dated December 10, 1996, the Company has pledged
to the Lender the Common Stock and Warrants acquired on December 10, 1996.

     The investment in SSG is part of management's plan to develop the Company's
business  through diversification from the Company's core business  of  consumer
electronics.   SSG sells its products at margins higher than the Company's  core
business  and to an institutional market which does not require the  significant
after-market servicing costs typical of the Company's core business.

      The Company has also recently executed a licensing/supply arrangement  for
Central and  Latin American  markets  with Cargil
International  Corp. ("Cargil"), a leading distributor of consumer  products  in
Latin  America.   The transaction is for an initial five-year term,  subject  to
renewals,  and provides for Cargil to license the Emerson trademark for  certain
consumer  electronics products and to source no less than 75% of  the  value  of
such  product  through the Company's Hong Kong sourcing and  supply  operations.
Under  the  terms  of  the agreements, the Company will receive  minimum  annual
royalties  through the life of the agreement, which expires on March  31,  2002,
and will receive a separate fee for sourcing and inspection services.

      The  Company  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.

      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 further
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.

      Based on the operating losses reported for the first nine months of Fiscal
1997,  the continuing soft consumer electronics retail market and the  trend  in
sales  of  the  Company's products, 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.   Additionally,  the  Company is currently in  arrears  on  $469,000  of
dividends  on the Company's Series A Preferred Stock. Management plans  to  take
the  necessary  steps to adequately finance the Company's operations  which  may
include one or more of the following steps:

1.   Reviewing strategic alternatives for its North American video business  not
covered under the license agreement with the Supplier;
2.   Reducing  inventory  levels  and  purchasing  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.  Selling non-operating or underperforming assets; and
7.   Selling  equity  and/or  debt securities, either  privately  or  through  a
registered offering.

There  can  be  no  assurance  that the Company will  be  able  to  successfully
implement  any  of these steps in a time frame or manner that  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,  thereby significantly increasing the Company's  working  capital
needs  during  these  periods. Additionally, the Company  receives  the  largest
percentage  of its 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 and G-Clef trademark should favorably  impact
the Company's cash flow over the respective terms of the agreements.

                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 December 31, 1996,  and
          is incorporated herein by reference.

ITEM 3.   Preferred Stock Dividends.

          As of the date of this report, the Company was in arrears on
          $469,000 of dividends on its Series A Preferred Stock.

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

          (a)  An Annual Meeting of Stockholders was held on December
          18, 1996.

          (b)   The  following directors were elected at  the  Annual
          Meeting  of  Stockholders and constituted  the  entire  Board  of
          Directors following the Meeting:
 
                    Robert H. Brown, Jr.
                    Peter G. Bunger
                    Raymond L. Steele
                    Jerome H. Farnum
                    Geoffrey P. Jurick
                    Eugene I. Davis

          (c)  Other matters voted at Annual Meeting:

                    (i)  Election of Directors:
 
                                                  For          Against
 
                    Robert H. Brown, Jr.        37,359,900     171,244
                    Peter G. Bunger             37,359,900     171,244
                    Raymond L. Steele           37,359,900     171,244
                    Jerome H. Farnum            37,359,900     171,244
                    Geoffrey P. Jurick          37,358,900     172,244
                    Eugene I. Davis             37,358,900     172,244




                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                        
                                     PART II
                                        
                          OTHER INFORMATION - CONTINUED

               (ii)  Appointment of Ernst & Young LLP  to  audit
               financial  statements of the Company  for  the  fiscal  year
               ending  in  1997  -  37,421,161 shares  for,  81,083  shares
               against and 28,900 shares abstained.

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;  effects of foreign trade; advertising  and  promotional
          efforts;  brand  awareness; the existence or absence  of  adverse
          publicity;   success   of  the  Company's  acquisition   strategy
          including  results  of  SSG's  operations;  changes  in  business
          strategy  or development plans; success of management's  strategy
          to  finance  the  Company's operations;  quality  of  management;
          success of licensing arrangements; 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.

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                                        
                                     PART II
                                        
                          OTHER INFORMATION - CONTINUED

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

          (a)  Exhibits:

               10(a) Pledge Agreement dated as of February 4, 1997 by
               Fidenas  International Limited, L.L.C. ("FIN")  in  favor  of  TM
               Capital.

               10(b)  Registration  Rights  Agreement  dated  as  of
               February  4,  1997  by and among Emerson Radio  Corp.,  FIN,  the
               Creditors, FIL and TM Capital Corp.

               10(c) License and Exclusive Distribution Agreement with
               Cargil International Corp.

               10(d)  Supply  and  Inspection Agreement  with  Cargil
               International Corp.

               10(e)       Amendment  No. 5 to Financing  Agreements,
               dated  as  of February 18, 1997, among Emerson, Majexco  Imports,
               Inc. and Congress Financial Corporation.

               (27)  Financial  Data Schedule for nine  months  ended
               December 31, 1996.

          (b)  Reports on Form 8-K:

               (1)  Current Report on Form 8-K dated November 27,
                    1996, reporting matters under Item 5.

               (2)  Current Report on Form 8-K dated December 10,
                    1996, reporting matters under Items 2 and 7.


                                        
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES

                              PART II

                   OTHER INFORMATION - CONTINUED




                             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 19, 1997            /s/ Eugene I. Davis
                                    Eugene I. Davis
                                    President





Date:  February 19, 1997           /s/ John P. Walker
                                   John P. Walker
                                   Executive Vice President,
                                   Chief Financial Officer