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, 2001

                           or

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

For the transition period from_____________________ to__________________________

                         Commission file number 0-25226


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

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

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


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

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

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


     Indicate  the number of shares  outstanding  of common stock as of February
11, 2002: 31,251,578.

<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                                      Three Months Ended                             Nine Months Ended
                                           ---------------------------------------    ------------------------------------------
                                            December 31, 2001    December 31, 2000      December 31, 2001      December 31, 2000
                                           -------------------   -----------------    -------------------    -------------------


Net revenues                               $  70,611               $  80,010              $ 259,307              $ 321,553
Costs and expenses:
<S>                                           <C>                     <C>                   <C>                    <C>
   Cost of sales                              55,470                  62,655                208,305                262,630
   Other operating costs and expenses            890                     398                  3,634                  3,021
   Selling, general &
          administrative expenses             13,144                  14,421                 38,037                 43,887
                                          ----------------      ------------------    -------------------    ----------------
                                              69,504                  77,474                249,976                309,538
                                          ----------------      ------------------    -------------------    ----------------
Operating income                               1,107                   2,536                  9,331                 12,015
Interest expense, net                           (844)                 (1,049)                (2,707)                (3,126)
Litigation  settlement                         2,933                     --                   2,933                    --
Minority interest in net loss
   of consolidated subsidiary                  1,751                   1,410                  2,070                  2,337
                                          ================       =================     ==================    ================
Income before income taxes                     4,947                   2,897                 11,627                 11,226
Provision (benefit) for income taxes
                                                 816                    (811)                   564                  (645)
                                          ----------------       -----------------    -------------------    ----------------
Net income                                 $   4,131               $   3,708              $  11,063              $ 11,871
                                          ================       =================    ===================    ================

Net income per common share
   Basic                                   $     .13                $    .12               $    .35              $    .33
                                           ===============       =================    ===================    =================
   Diluted                                 $     .11                $    .10               $    .31              $    .30
                                           ===============       =================    ===================    =================

Weighted average number of
   common shares outstanding

   Basic                                      31,274                  31,272                 31,320                36,303
                                           ================    ===================    ===================    ===================
   Diluted                                    40,253                  39,955                 40,392                44,535
                                           ================    ===================    ===================    ===================

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

</TABLE>

<TABLE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                                                                         December 31,           March 31,
                                                                                            2001                  2001
                                                                                      -------------------    --------------
                                                                                      (Unaudited)

                                           ASSETS
         Current Assets:
<S>                                                                                     <C>                    <C>
           Cash and cash equivalents                                                    $  15,796              $  7,987
           Accounts receivable (less allowances of
              $6,125 and $4,498, respectively)                                             21,941                26,552
           Other receivables                                                                5,668                   781
           Inventories                                                                     40,865                44,477
           Prepaid expenses and other current assets                                        3,813                 3,611
           Deferred tax assets                                                              1,419                 1,419
                                                                                      ---------------------    ------------
              Total current assets                                                         89,502                84,827

         Property and equipment - (net of
             accumulated depreciation and amortization
             of $5,358 and $3,594, respectively)                                           11,495                12,718
         Deferred catalog expenses                                                          1,768                 2,437
         Goodwill and other intangible assets                                              11,987                13,388
         Deferred tax assets                                                                4,081                 4,081
         Other assets                                                                       1,277                 1,555
                                                                                      ---------------------    ------------
              Total Assets                                                              $ 120,110              $119,006
                                                                                      =====================    ============
                            LIABILITIES AND SHAREHOLDER'S EQUITY
         Current Liabilities:
           Short-term borrowings                                                        $   4,401              $  5,094
           Current maturities of long-term borrowings                                      20,862                   139
           Accounts payable and other current
             Liabilities                                                                   32,214                34,703
           Accrued sales returns                                                            4,185                 4,913
           Income taxes payable                                                               687                   481
                                                                                      ------------------     --------------
              Total current liabilities                                                    62,349                45,330

         Long-term borrowings                                                              15,111                38,257
         Minority interest                                                                 17,123                20,288
         Shareholders' Equity:
           Preferred shares - 10,000,000
             shares authorized, 3,677
             shares issued and outstanding                                                  3,310                 3,310
           Common shares - $.01 par value, 75,000,000
             shares authorized; 51,475,511 shares
             issued; 31,259,578 and 31,343,978 shares
             outstanding, respectively                                                        515                   515
           Capital in excess of par value                                                 113,459               113,459
           Accumulated other comprehensive losses                                            (119)                 (118)
           Accumulated deficit                                                            (77,780)              (88,843)
           Treasury stock, at cost 20,215,933 and
             20,131,533 shares, respectively                                              (13,858)              (13,192)
                                                                                      ------------------    ---------------
              Total shareholders' equity                                                   25,527                15,131
                                                                                      ------------------    ---------------
              Total Liabilities and Shareholders' Equity                                $ 120,110               $119,006
                                                                                      ==================    ===============

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

</TABLE>

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

                                                                                                   Nine Months Ended
                                                                                        --------------------------------------
                                                                                         December 31,           December 31,
                                                                                             2001                   2000
                                                                                         ----------------     ----------------
<S>                                                                                      <C>                         <C>
      Cash Flows from Operating Activities:
        Net cash provided by operating activities                                        $ 12,575                    $14,317
                                                                                         ----------------     ----------------

      Cash Flows from Investing Activities:
        Investment in affiliate, net of cash acquired
               of $446                                                                       (421)                      (712)
        Other                                                                                (563)                      (365)
                                                                                         ----------------     -----------------
        Net cash used by investing activities                                                (984)                    (1,077)
                                                                                         ----------------     -----------------
      Cash Flows from Financing Activities:
        Purchase of common stock and options                                                 (666)                   (10,164)
        Net repayments of borrowings                                                       (3,116)                      (310)
        Other                                                                                 --                          (7)
                                                                                         ----------------     ----------------
        Net cash used by financing activities                                              (3,782)                   (10,481)
                                                                                         ----------------     ----------------

      Net increase in cash and cash equivalents                                             7,809                      2,759
      Cash and cash equivalents at beginning
          of year                                                                           7,987                      8,539
                                                                                         ----------------     ----------------
      Cash and cash equivalents at end of period                                          $15,796                    $11,298
                                                                                         ================     ================

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

</TABLE>


<PAGE>

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

     NOTE 1 - BACKGROUND AND BASIS OF PRESENTATION

     The consolidated financial statements include the accounts of Emerson Radio
Corp.   ("Emerson",   consolidated  -  the  "Company")  and  its  majority-owned
subsidiaries, including Sport Supply Group, Inc. ("SSG").

     The Company  operates in two business  segments:  consumer  electronics and
sporting goods. The consumer electronics segment designs,  sources,  imports and
markets a variety of consumer  electronic  products  and  licenses  the "[OBJECT
OMITTED]"  trademark for a variety of products  domestically and internationally
to certain  licensees.  The sporting  goods segment,  which is operated  through
Emerson's  52.8%  ownership  of SSG,  manufactures  and markets  sports  related
equipment and leisure products to institutional customers in the United States.

     The unaudited interim consolidated  financial statements reflect all normal
and recurring  adjustments that are, in the opinion of management,  necessary to
present a fair statement of the Company's  consolidated financial position as of
December  31,  2001 and the results of  operations  for the three and nine month
periods ended  December 31, 2001 and 2000.  The unaudited  interim  consolidated
financial statements have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission and accordingly do not include all of the
disclosures  normally  made  in  the  Company's  annual  consolidated  financial
statements.  It is suggested that these unaudited interim consolidated financial
statements be read in conjunction with the consolidated financial statements and
notes thereto for the fiscal year ended March 31, 2001 ("Fiscal 2001"), included
in the Company's annual report on Form 10-K.

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

     Due to the seasonal nature of the Company's  consumer  electronics  segment
and its sporting goods segment, the results of operations for the three and nine
month  periods  ended  December 31, 2001 are not  necessarily  indicative of the
results of operations  that may be expected for any other interim  period or for
the full year ending March 31, 2002 ("Fiscal 2002").

     Certain  reclassifications  were  made to  conform  prior  years  financial
statements to the current presentation.

<PAGE>


NOTE 2 - COMPREHENSIVE INCOME

     The  Company's  comprehensive  income for the three and nine month  periods
ended December 31, 2001 and 2000 are as follows (in thousands):

<TABLE>
<CAPTION>

                                                         Three Months Ended                        Nine Months Ended
                                                --------------------------------------    ----------------------------------
                                                December 31,            December 31,        December 31,      December 31,
                                                      2001                 2000                2001              2000
                                                -----------------    -----------------    ---------------- -----------------

<S>                                               <C>                   <C>                  <C>              <C>
Net income                                        $  4,131              $ 3,708              $ 11,063         $ 11,871
Currency translation adjustment                         (3)                  (2)                   --               (6)
Unrealized losses on securities,    net
                                                        (2)                  (8)                   (1)            ( 36)
                                                ----------------    -----------------    ---------------- -----------------

Comprehensive income                              $  4,126              $ 3,698              $ 11,062         $ 11,829
                                                ================    =================    ================ =================
</TABLE>


     NOTE 3 - EARNINGS PER SHARE

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

                                                             For the Three                             For the Nine
                                                             Months Ended                              Months Ended
                                                 --------------------------------------    --------------------------------------
                                                  December 31,         December 31,          December 31,           December 31,
                                                      2001                 2000                  2001                  2000
                                                 ----------------    ------------------    ------------------    ----------------

Numerator:
<S>                                              <C>                 <C>                   <C>                    <C>
Net income                                       $   4,131           $   3,708             $  11,063              $ 11,871
Less:  preferred stock dividends                        --                  13                    --                    39
                                                 ----------------    ------------------    ------------------    ----------------
Numerator for basic earnings per
    share - income available to
    common stockholders                              4,131               3,695                11,063                11,832
Add back to effect assumed conversions:
  Preferred stock dividends                             --                  13                    --                    39
  Interest on convertible debentures                   441                 441                 1,323                 1,323
                                                 ================    =================     =================     ===============
  Numerator for diluted earnings
    per share                                    $   4,572           $   4,149              $ 12,386              $ 13,194
                                                 ================    ==================    ==================    ================
Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                          31,274              31,272                31,320                36,303
Effect of dilutive securities:
  Preferred shares                                   3,395               2,510                 3,395                 2,510
  Convertible debentures                             5,204               5,204                 5,204                 5,204
  Options and warrants                                 380                 969                   473                   518
                                                  ----------------    ----------------  ------------------    ----------------
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                                     40,253              39,955               40,392                 44,535
                                               ================    ==================    ==================    ================
Basic earnings per share                        $      .13           $     .12             $    .35               $    .33
                                               ================    ==================    ==================    ================
Diluted earnings per share                      $      .11           $     .10             $    .31               $    .30
                                               ================    ==================    ==================    ================
</TABLE>


     NOTE 4- CAPITAL STRUCTURE

     The outstanding capital stock of the Company at December 31, 2001 consisted
of common stock and Series A convertible preferred stock.

     During  the  quarters  ended  December  31,  2001  and 2000  there  were no
conversions of Series A Preferred Stock. If all existing  outstanding  preferred
shares were converted at December 31, 2001, approximately 3.4 million additional
common shares would be issued.  The  Preferred  Stock  accrued  dividends,  on a
cumulative  basis at 1.4%  through  March 31, 2001.  At December  31, 2001,  the
Company was in  compliance  with the default  provisions  and owed  dividends in
arrears of $990,000.

     At December 31, 2001,  Emerson had  outstanding  approximately  1.7 million
options with exercise  prices ranging from $1.00 to $1.50. At December 31, 2001,
SSG had outstanding  approximately  920,000 options with exercise prices ranging
from $.95 to $9.44.

     At December 31, 2001, the Company also had outstanding  approximately $20.8
million of Senior  Subordinated  Convertible  Debentures due in August 2002. See
"Note 7 - Long Term Borrowings".


     NOTE 5 - INVENTORY

     Inventories  are stated at the lower of cost or market.  Cost is determined
using the first-in,  first-out method for the consumer  electronics  segment and
for  the  sporting  goods  segment,   weighted-average  cost  method  for  items
manufactured  and for items  purchased  for resale.  As of December 31, 2001 and
March 31, 2001, inventories consisted of the following:

<TABLE>
<CAPTION>


                                                                   December 31, 2001            March 31, 2001
                                                                 --------------------       --------------------
                                                                                     (in thousands)

<S>                                                                   <C>                           <C>
     Raw materials                                                    $2,429                        $3,728
     Work-in-process                                                     344                           377
     Finished                                                         40,518                        42,643
                                                                --------------------           --------------
                                                                      43,291                        46,748
     Less inventory allowances                                        (2,426)                       (2,271)
                                                                ====================           ==============

                                                                 $  40,865                     $  44,477
                                                                 ===================           ==============
</TABLE>


     NOTE 6 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

     As of December 31, 2001 and March 31, 2001,  Emerson  owned  4,707,023  and
4,463,223 (52.8% and 50.1% of the issued and outstanding) shares of common stock
of SSG,  respectively.  SSG's  results of operations  and the minority  interest
related to those results have been included in the Company's  quarterly  results
of  operations as though it had been acquired at the beginning of the year ended
March 31, 2001.

     Effective March 1997, Emerson entered into a Management  Services Agreement
with  SSG,   under  which  each  company   provides   various   managerial   and
administrative services to the other company.

     NOTE 7 - LONG-TERM BORROWINGS

     As of December 31, 2001 and March 31, 2001,  long-term borrowings consisted
of the following:

<TABLE>
<CAPTION>

                                                                           December 31,              March 31,
                                                                               2001                     2001
                                                                      ------------------       -------------------
                                                                                     (in thousands)
<S>                   <C>                                                 <C>                       <C>
     8 1/2% Senior Subordinated Convertible
       Debentures Due 2002                                                $20,750                   $20,750
     Notes payable under revolving line
       of credit                                                           14,856                    17,088
     Equipment notes and other                                                367                       558
                                                                      ------------------       -----------------
                                                                           35,973                    38,396

     Less current maturities                                               20,862                       139
                                                                      ------------------      ------------------
       Long term debt and notes payable                                   $15,111                   $38,257
                                                                      ==================      ==================

</TABLE>

     The Senior Subordinated Convertible Debentures Due 2002 ("Debentures") were
issued by Emerson in August 1995. The Debentures  bear interest at the rate of 8
1/2% per annum, payable quarterly,  and mature on August 15, 2002.  Accordingly,
at December 31, 2001, the Debentures are classified as a current liability.  The
Debentures are convertible into shares of the Company's common stock at any time
prior to  redemption  or  maturity at a  conversion  price of $3.9875 per share,
subject to adjustment under certain circumstances. The Debentures are redeemable
in whole or in part at the Company's  option at a redemption price of 101% until
maturity.  The  Debentures  are  subordinated  to all existing and future senior
indebtedness  (as  defined  in the  Indenture  governing  the  Debentures).  The
Debentures  restrict,  among other things, the amount of senior indebtedness and
other indebtedness that the Company and, in certain instances,  its consolidated
subsidiaries,  may incur.  Each holder of Debentures  has the right to cause the
Company  to redeem the  Debentures  if certain  designated  events (as  defined)
should occur.  The Debentures are subject to certain  restrictions  on transfer.
See Item 2  "Management's  Discussion  and Analysis of Results of Operations and
Financial Condition - Liquidity and Capital Resources".

     Notes payable under a revolving  line of credit  (Revolver)  were issued by
SSG in March 2001,  replacing a prior  facility.  The  facility  provides  for a
three-year  $25 million  revolving  line of credit,  and provides for  revolving
loans and is subject to individual  maximums  which,  in the  aggregate,  cannot
exceed  the  lesser of $25  million  or a  "Borrowing  Base"  amount  based upon
specified percentages of eligible accounts receivables and inventories.  Amounts
outstanding  under the senior credit facility are secured by  substantially  all
the assets of SSG and its subsidiaries.  At December 31, 2001, the interest rate
charged  under this  facility was a  combination  of LIBOR plus 2.5% plus prime.
Pursuant to the Loan and Security  Agreement,  the Company is  restricted  from,
among other things, paying cash dividends and entering into certain transactions
without the lender's prior consent.


   NOTE 8 - SEGMENT INFORMATION

     The following table presents certain operating segment information for each
of the  three  and nine  month  periods  ended  December  31,  2001 and 2000 (in
thousands):

<TABLE>
<CAPTION>

                                               Three Months Ended                   Three Months Ended
                                                December 31, 2001                    December 31, 2000
                                       ------------------------------------ ------------------------------------
                                            Consumer          Sporting           Consumer          Sporting
                                           Electronics          Goods          Electronics          Goods
                                       ------------------------------------ ------------------------------------

<S>                                                 <C>        <C>                     <C>          <C>
     Net revenues from external
          Customers                                 $53,568    $17,043                 $61,809      18,201
     Income (loss) before
          income taxes                               $6,605    ($3,319)                 $5,062     ($3,526)
     Segment assets                                 $56,336    $62,087                $44,627        $71,618

</TABLE>

<TABLE>

                                                Nine Months Ended                    Nine Months Ended
                                                December 31, 2001                    December 31, 2000
                                       ------------------------------------ ------------------------------------
                                             Consumer          Sporting          Consumer          Sporting
                                            Electronics         Goods           Electronics          Goods
                                       ------------------------------------ -------------------------------------

<S>                                         <C>                <C>                 <C>             <C>
     Net revenues from external
          Customers                         $186,064           $73,243             $240,627        $80,926
     Income (loss) before
          income taxes                       $14,173           ($4,350)             $14,852        ($5,818)

</TABLE>


     Note 9 - LEGAL PROCEEDINGS

     The Company is involved in legal proceedings and claims of various types in
the ordinary course of its business.  See "Part II - Other  Information  Item 1.
Legal  Proceedings" of this report for information on a recent settlement with a
former trademark  licensee.  While any such litigation to which the Company is a
party contains an element of uncertainty, management presently believes that the
outcome  of each  such  proceeding  or  claim  which is  pending  or known to be
threatened,  or all of them combined, will not have a material adverse effect on
the Company's consolidated financial position.

Item 2. Management's Discussion and Analysis of Results of
             Operations and Financial Condition

     Management's  Discussion  and Analysis of Results of Operation is presented
in three parts:  consolidated  operations,  the consumer electronics segment and
the sporting goods segment.

     In the following discussions, most percentages and dollar amounts have been
rounded to aid presentation. As a result, all figures are approximations.

     Consolidated Operations:

     The following table sets forth,  for the periods  indicated,  certain items
related to the  consolidated  statements  of  operations  as a percentage of net
revenues for the three and nine month periods ended December 31, 2001 and 2000:

<TABLE>
<CAPTION>


                                                                   Three Months Ended                   Nine Months Ended
                                                                       December 31,                        December 31,
                                                        ------------------------------------------------------------------------
                                                                2001           2000                2001              2000
                                                        ------------------------------------------------------------------------

<S>                                                          <C>             <C>                <C>               <C>
     Net revenues (in thousands)                             $70,611         $80,010            $259,307          $321,553
     Cost of sales                                              78.6%           78.3%               80.3%             81.7%
     Other operating costs & exp                                 1.3%            0.5%                1.4%              0.9%
     Selling, general & admin                                   18.6%           18.0%               14.7%             13.7%
                                                        ------------------------------------------------------------------------
                                                                98.5%           96.8%               96.4%             96.3%
                                                        ------------------------------------------------------------------------
          Operating income                                       1.5%            3.2%                3.6%              3.7%

     Interest expense, net                                      (1.2%)          (1.3%)              (1.0%)            (1.0%)
     Litigation settlement                                       4.2%             --                 1.1%               --
     Minority interest in net loss of
     consolidated subsidiary                                     2.5%            1.7%                0.8%              0.8%
                                                        ------------------------------------------------------------------------
          Income before income taxes                             7.0%            3.6%                4.5%              3.5%
     Provision (benefit) for income
          Taxes                                                  1.2%           (1.0%)               0.2%             (0.2%)
                                                        ------------------------------------------------------------------------
         Net income                                              5.8%            4.6%                4.3%              3.7%
                                                        ========================================================================
</TABLE>


Results of  Consolidated  Operations - Three and nine months ended  December 31,
2001 compared with the three and nine months ended December 31, 2000:

     Net Revenues -  Consolidated  net revenues for the three month period ended
December 31, 2001 decreased $9.4 million  (11.8%) as compared to the same period
ended  December  31, 2000.  Consolidated  net revenues for the nine months ended
December 31, 2001 decreased $62.2 million (19.4%) as compared to the same period
ended December 31, 2000. The decreases for the three and nine month periods were
primarily  from  the  consumer  electronics  segment  as a result  of a  general
slow-down  in the  economy  and a reduction  in unit sales of  microwave  oven's
products.  Full year  revenues for the consumer  electronics  segment for fiscal
2002 are expected to be less than full year  revenues for fiscal 2001 due to the
changing economic conditions of the U.S. economy.

     Cost  of  Sales  - Cost of  sales,  as a  percentage  of  consolidated  net
revenues,  increased  from 78.3% for the three months ended December 31, 2000 to
78.6% for the same period in fiscal 2002. For the nine months ended December 31,
2001, cost of sales, as a percentage of consolidated  net revenues  decreased to
80.3% from 81.7% for the same  period in fiscal  2001.  The  increase in cost of
sales for the three months ended December 31, 2001 was primarily attributable to

<PAGE>

a  higher  cost  of  sales  as a  percentage  of net  revenues  in the  consumer
electronics  segment,  partially  offset  by a  decrease  in cost of  sales as a
percentage of net revenues in the sporting goods  segment.  The decrease in cost
of sales for the nine months ended  December 31, 2001 was primarily from a lower
cost of  sales as a  percentage  of net  revenues  in the  consumer  electronics
segment.

     Other Operating Costs and Expenses - Other operating costs and expenses are
associated  with  the  consumer  electronics  segment.   Other  operating  costs
increased from $398,000 for the three months ended December 31, 2000 to $890,000
for the same period in fiscal 2002,  primarily  as a result of higher  inventory
servicing  costs.  For the nine months ended December 31, 2001,  other operating
costs and  expenses  increased  to $3.6  million  from $3.0 million for the same
period in fiscal 2001,  mainly due to a lower revenue base and higher  inventory
servicing costs.

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A decreased to
$13.1 million for the three months ended  December 31, 2001 as compared to $14.4
million for the three months ended December 31, 2000 due to a reduction in S,G&A
costs by the consumer  electronics  segment.  For the nine months ended December
31, 2001,  S,G&A decreased by $5.9 million as compared to the same period in the
prior year as a result of S,G&A cost reductions in both segments.

     Interest  Expense,  net - Interest expense  decreased from $1.0 million for
the three months ended  December 31, 2000 to $844,000 for the three months ended
December 31, 2001. For the nine months ended December 31, 2001, interest expense
decreased  to $2.7  million  from $3.1  million for the same period in the prior
year.  The decreases for the three and nine month periods were a result of lower
interest expenses  associated with the sporting goods segment,  partially offset
by increases in interest expense in the consumer electronics segment.

     Litigation settlement - Litigation settlement is the result of the consumer
electronics  segment settling  litigation in the amount of $2.9 million,  net of
legal  costs with a former  trademark  licensee  who's  license  agreement  with
Emerson  ceased  in the  year  ending  March  31,  1998.  See  "Part  II - Other
Information Item 1. Legal Proceedings".

     Provision  (Benefit) for Income Taxes - For the three and nine months ended
December  2001,  tax  provisions  for income taxes of $816,000 and $564,000 were
recorded, respectively.

     Net Income - As a result of the foregoing  factors,  the Company  generated
net income of $4.1  million  for the three  months  ended  December  31, 2001 as
compared to $3.7 million for the three months ended  December 31, 2000.  For the
nine months ended  December 31, 2001 the  Company's net income was $11.1 million
as compared to $11.9 million of consolidated net revenues for the same period in
the prior year.

Consumer Electronics Segment:

     The following table summarizes  certain financial  information  relating to
the   consumer   electronics  segment  for   the  three  and  nine months ending

<PAGE>

December 31, 2001 and 2000(in thousands):

<TABLE>
<CAPTION>
                                                     Three Months Ended                         Nine Months Ended
                                                        December 31,                               December 31,
                                                         2001 2000                                  2001 2000
                                            -------------------------------------      -------------------------------------

<S>                                                    <C>               <C>                    <C>                <C>
     Net revenues                                      $53,568           $61,809                $186,064           $240,627

     Cost of sales                                      43,259            49,370                 155,722            204,936
     Other operating costs & exp                           890               398                   3,634              3,021
     Selling, general & admin                            5,110             6,462                  13,487             16,298
                                            -------------------------------------      ---------------------  --------------
                                                        49,259            56,230                 172,843            224,255
                                            -------------------------------------      ---------------------  --------------
          Operating income                               4,309             5,579                  13,221             16,372

     Interest expense, net                               (637)             (517)                 (1,981)            (1,520)
     Litigation settlement                               2,933         - -                         2,933           - -
                                            -------------------------------------      ----------------------  -------------
          Income before income                           6,605             5,062                  14,173             14,852
           Taxes
     Provision for income taxes                            440               487                     564              1,508
                                            -------------------------------------      ----------------------  -------------
         Net income                                     $6,165            $4,575                 $13,609            $13,344
                                            =====================================      ======================  =============
</TABLE>


Results  of  Consumer  Electronics  Operations  - Three  and nine  months  ended
December 31, 2001  compared  with the three and nine months  ended  December 31,
2000:

     Net Revenues - Net  revenues for the three month period ended  December 31,
2001  decreased  $8.2 million from the three months ended December 31, 2000. Net
revenues for the nine months ended  December 31, 2001  decreased  $54.6  million
from the same period ended  December 31, 2000. The decreases in net revenues for
the three and nine month periods resulted  primarily from a general slow-down in
the  economy  and  continuing  competitive  pressures  in the  marketplace.  The
decreases in net  revenues  for the three  months  ended  December 31, 2001 were
comprised of decreases in sales of microwave oven products,  partially offset by
increases in sales of audio  product.  Decreases for the nine month period ended
December 31, 2001 were  comprised  of decreases in unit sales of microwave  oven
products  and  audio  products,  partially  offset  by  increases  in  licensing
revenues.

     Cost of Sales - Cost of sales, as a percentage of consumer  electronics net
revenues,  increased  from 79.9% for the three months ended December 31, 2000 to
80.8% for the three  months ended  December 31, 2001.  For the nine months ended
December 31, 2001,  cost of sales,  as a percentage of consumer  electronics net
revenues,  decreased  to 83.7% from 85.2% for the same period in the prior year.
The  increase  in cost of sales as a  percentage  of  consumer  electronics  net
revenues  for  the  three  months  ended   December  31,  2001  were   primarily
attributable  to higher  provisions  related  to  anticipated  product  returns,
partially offset by an increase in licensing  revenue.  The decreases in cost of
sales as a percentage of consumer  electronics  net revenues for the nine months
ended December 31, 2001 were primarily attributable to higher margins on product
sales and an increase in licensing revenue.

     The  consumer  electronics  segment  gross  profit  margins  continue to be
subject to competitive pressures arising from pricing strategies associated with

<PAGE>

the price categories of the consumer electronics market in which it competes.

     Other  Operating  Costs and Expenses - Other  operating  costs and expenses
increased  by  $492,000  for the three  months  ended  December  31, 2001 and by
$613,000  for the  nine  months  ended  December  31,  2001 as  compared  to the
respective  periods in the prior fiscal year.  The  increases for both the three
and nine months ended December 31,2001 were primarily  associated with inventory
servicing costs.

     Selling, General and Administrative Expenses ("S,G&A") - S,G&A decreased by
$1.4 million and $2.8  million for the three and nine months ended  December 31,
2001 as compared to the same period in the prior year.  The  decreases  in S,G&A
for the three and nine months  ended  December  31, 2001 were  primarily  due to
recoveries  of  substandard  receivables  partially  offset by an  increase in a
provision for bad debts,  a reduction in  co-operative  advertising  costs and a
reduction in incentive compensation.

     Interest  Expense,  net - Interest expense  increased from $517,000 for the
three  months  ended  December  31, 2000 to $637,000  for the three months ended
December 31,  2001.  For the nine months of fiscal  2002,  interest  expense was
$1,981,000  as compared to  $1,520,000  for the same period in fiscal 2001.  The
increases  were  attributable  primarily to increases  in  borrowings  partially
offset by lower interest costs.

     Litigation  settlement - Litigation  settlement  is the result of a settled
litigation  in the  amount of $2.9  million,  net of legal  costs  with a former
trademark  licensee  who's  license  agreement  with Emerson  ceased in the year
ending  March  31,  1998.  See  "Part  II -  Other  Information  Item  1.  Legal
Proceedings".

     Provision  for Income  Taxes -  Emerson's  provision  for income  taxes was
$440,000 and $564,000 for the three and nine month  periods  ended  December 31,
2001, respectively. The provision consisted primarily of a foreign and a Federal
tax provisions.  The difference  between the effective tax rate reflected in the
provision for income taxes and the amounts  determined by applying the statutory
Federal U.S. rate of 34% is the result of the utilization of Emerson's NOL's.

     Net Income - As a result of the foregoing factors, the consumer electronics
segment  earned net income of $6.2 million for the three  months ended  December
31, 2001 as compared to $4.6  million for the three  months  ended  December 31,
2000.  For the nine months  ended  December  31, 2001 the  consumer  electronics
segment earned $13.6 million as compared to $13.3 million for the same period in
the prior year.

Sporting Goods Segment:

     Management  monitors  the  sporting  goods  segment  based  on the  results
reported by SSG using their  historical  basis.  The  difference  between  SSG's
reported net loss of $2.8  million for the nine months  ended  December 31, 2001
and the net loss of $1.7  million  included in the  Company's  consolidated  net
income resulted from a minority  interest in the net loss of SSG of $2.1 million
reduced by additional  purchase price related  depreciation  and amortization of
$266,000.

     The following table summarizes  certain financial  information  relating to
the  sporting  goods  segment as  reported  by SSG for the three and nine months
ended December 31, 2001 and 2000 (in thousands):

<TABLE>
<CAPTION>

                                                               Three Months Ended                          Nine Months Ended
                                                                   December 31,                               December 31,
                                                            2001                2000                  2001              2000
                                                  ----------------------------------------    ------------------------------------

<S>                                                        <C>                <C>                   <C>                <C>
     Net revenues                                          $17,043            $ 18,201              $73,243            $80,926

     Cost of sales                                          12,211              13,285               52,583             57,694
     Selling, general & admin.                               7,944               7,911               24,284             27,444
                                                  ----------------------------------------    ------------------------------------
                                                            20,155              21,196               76,867             85,138
                                                  ----------------------------------------    ------------------------------------
          Operating loss                                    (3,112)             (2,995)              (3,624)            (4,212)

     Interest expense, net                                    (207)               (532)                (726)            (1,606)
                                                  ----------------------------------------    ------------------------------------
          Loss before income taxes                          (3,319)             (3,527)              (4,350)            (5,818)
     Provision (Benefit) for income
         Taxes                                                 376              (1,298)                 --              (2,153)
                                                  ----------------------------------------    ------------------------------------
         Net loss                                          ($3,695)            ($2,229)             ($4,350)           ($3,665)
                                                  ========================================    ====================================
</TABLE>


Results of Sporting Goods  Operations - Three and nine months ended December 31,
2001 compared with the three and nine months ended December 31, 2000:

     Net  Revenues - Net  revenues  decreased  approximately  $1.2  million  and
approximately  $7.6 million for the three and nine month periods ended  December
31, 2001 as compared to the three and nine month periods ended December 31,2000.
The  decrease in  sporting  goods net  revenues  was  primarily  the result of a
general  slow-down in the economy and competitive  pressures in the marketplace,
reduced  participation  in traditional  youth sports,  and existing  certain low
margin and unprofitable product lines.

     Cost of Sales - Cost of  sales,  as a  percentage  of  sporting  goods  net
revenues,  decreased  from 73.0% for the three month period  ended  December 31,
<PAGE>

2000 to 71.7% for the three months ended  December 31, 2001.  For the nine month
period ended December 31, 2001, cost of sales, as a percentage of sporting goods
net revenues  increased to 71.8% as compared to 71.3% for the same period in the
prior year.  Absent  nonrecurring  charges of $510,000 recorded in the September
2001 quarter  associated  with facility exit expenses,  cost of sales would have
decreased to 71.1% from 71.3% for the nine month period ended December 31, 2001.

     Selling,  General and  Administrative  Expenses  ("S,G&A") - S,G&A expenses
were  relatively  equal for the three months ended December 31, 2001 as compared
with the same period in the prior fiscal year, and decreased by $3.2 million for
the nine month  period  ended  December  31,  2001 as compared to the nine month
period ended  December 31, 2000. The decrease in S,G&A for the nine month period
was  primarily  attributable  to a  decrease  in  payroll  related  expenses;  a
reduction  of  selling  and  promotional   expenses;   and  certain   previously
implemented cost reduction programs to reduce future operating expenses.

     Interest Expense, net - Interest expense decreased  approximately  $325,000
and $880,000  for the three and nine month  periods  ended  December 31, 2001 as
compared  to the three and nine month  periods  ended  December  31,  2000.  The
decreases were due to lower overall borrowing levels and lower interest rates.

     Provision  (Benefit)  for Income Taxes - Provision for income taxes for the
three and nine month periods ended December 31, 2001 were approximately $376,000
and $0,  respectively,  as compared to benefits of $1.3 million and $2.2 million
for the three and nine month periods ended December 31, 2000, respectively.  SSG
has a net operating loss  carryforward  included in net deferred tax assets that
can be used to offset future taxable income.  As such,  realization of SSG's net
deferred tax assets is dependent on generating sufficient taxable income, either
through  operations or tax planning  strategies,  prior to the expiration of the
loss  carryforwards.  Based upon SSG's operating  results for the three and nine
month  periods  ended  December  31,  2001,  SSG has not  provided an income tax
benefit  related to it's loss before income taxes.  The amount of SSG's existing
net deferred tax assets could be reduced or eliminated if their use becomes more
restricted under the provisions of SFAS No. 109, "Accounting for Income Taxes".

     Net Loss - As a result of the foregoing factors, the sporting goods segment
had a net loss of $3.7 million for the three  months ended  December 31, 2001 as
compared to a loss of  approximately  $2.2  million for the three  months  ended
December  31,  2000.  For the nine months  ended  December 31, 2001 the sporting
goods segment had a loss of $4.4 million as compared to a loss of  approximately
$3.7 million for the same period in the prior year.

Liquidity and Capital Resources

     Net cash provided by operating  activities was approximately  $12.6 million
for the nine months ended December 31, 2001. Cash was primarily  provided by the
profitability of the Company, a decrease in trade receivables and inventory, and
was partially offset by a decrease in accounts payable.

<PAGE>

     Net cash used by  investing  activities  was  $984,000  for the nine months
ended December 31, 2001  primarily for further  investments in SSG and additions
to fixed assets.

     Net cash  utilized for financing  activities  was $3.8 million for the nine
months ended  December 31, 2001.  Cash from  financing  activities was primarily
utilized for the repayment of borrowings  and  additional  purchases of treasury
stock.

     Emerson and SSG maintain  asset-based  credit facilities of $15 million and
$25 million,  respectively.  These  facilities  provide for revolving  loans and
letters of credit,  subject to certain limits which,  in the  aggregate,  cannot
exceed  the  lesser  of $15  million  and  $25  million  for  Emerson  and  SSG,
respectively,  or a "Borrowing  Base" amount based on specified  percentages  of
eligible  accounts  receivable and inventories.  Emerson and SSG are required to
maintain certain net worth levels, which they were both in compliance with as of
December 31, 2001. At December 31, 2001, there were  approximately  $4.4 million
and $15.0 million of borrowings  outstanding  under these  facilities by Emerson
and SSG,  respectively.  No letters of credit were outstanding by either Emerson
or SSG as of December 31, 2001.

     The Company's  Hong Kong  subsidiary  currently  maintains  various  credit
facilities,  as  amended,  aggregating  $50.0  million  with  banks in Hong Kong
consisting of the following:  (i) a $5.0 million letter of credit facility which
is  used  for  inventory  purchases  and  (ii)  back-to-back  letter  of  credit
facilities totaling $45 million utilized to support Emerson's drop ship program.
At December 31, 2001, the Company's Hong Kong  subsidiary  pledged $1.75 million
in certificates of deposit to assure the availability of the $5.0 million credit
facility.  At December 31, 2001, there were  approximately $2.8 million and $1.5
million,  respectively,  of letters of credit  outstanding  under  these  credit
facilities.

     The  Company  has  Senior  Subordinated   Convertible  Debentures  totaling
approximately  $20.8  million  which mature in August 2002.  The Company has had
ongoing negotiations with financial  institutions for the purpose of refinancing
these  debentures.  Management  believes  they will be able to  refinance  these
debentures on or before their maturity date.

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

     There were no  substantial  commitments  for  purchase  orders  outside the
normal purchase orders used to secure product as of December 31, 2001.

Inflation, Foreign Currency, and Interest Rates

     Neither inflation nor currency fluctuations had a significant effect on the
Company's  results of operations  during the three or nine months ended December
31, 2001. The Company's exposure to currency  fluctuations has been minimized by
the use of U.S. dollar denominated  purchase orders, and by sourcing  production
in more than one country.  The consumer  electronics segment purchases virtually
all of its products from manufacturers located in various Asian countries.

<PAGE>

     The interest on borrowings under the Company's  credit  facilities is based
on the prime rate. While a significant  increase in interest rates could have an
adverse  effect on the  financial  condition  and results of  operations  of the
Company,  management believes that given the present economic climate,  interest
rates are not expected to increase significantly during the coming year.

Recent Pronouncements of the Financial Accounting Standards Board

     In June 2001, the Financial Accounting Standards Board issued Statements of
Financial  Accounting  Standards No. 141,  Business  Combinations,  and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.

     The Company will apply the new rules on  accounting  for goodwill and other
intangible assets beginning in the first quarter of fiscal 2003.  Application of
the  nonamortization  provisions  of the  Statement  is expected to result in an
approximate  increase in the net income of  $250,000  ($.01 per share) per year.
During  fiscal  2003,  the  Company  will  perform  the  first  of the  required
impairment tests of goodwill and indefinite lived intangible  assets as of April
1, 2002 and has not yet determined what the effect of these tests will be on the
earnings and financial position of the Company.

     During the third quarter of 2001 the Financial  Accounting  Standards Board
(FASB)  issued  Statement  of  Financial  Accounting  Standards  (SFAS) No. 144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets." SFAS No. 144
will be  effective  for the  Company for Fiscal  2003 and  provides  guidance on
differentiating  between  assets  held and  used,  held for  sale,  and held for
disposal other than by sale. The Company has not yet determined the effects,  if
any, of implementing SFAS No. 144 on its reporting of financial information.

Forward-looking Information

     This report contains various  forward-looking  statements under the Private
Securities Litigation Reform Act of 1995 (the "Reform Act") and information that
is based on Management's  beliefs as well as assumptions made by and information
currently  available  to  management.  When  used  in  this  report,  the  words
"anticipate", "believe", "estimate", "expect", "predict", "project", and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks, uncertainties and assumptions.  Should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove  incorrect,  actual results may vary  materially  from those  anticipated,
expected or projected.  Among the key factors that could cause actual results to
differ  materially are as follows:  (i) the ability of the consumer  electronics

<PAGE>

segment to continue selling  products to two of its largest  customers whose net
revenues  represented  41% and 14% of fiscal  2001  consolidated  net  revenues;
(ii)reduced sales to the United States Government by the sporting goods segment,
due to a reduction in  Government  spending;  (iii)  competitive  factors in the
consumer electronics segment, such as competitive pricing strategies utilized by
retailers in the domestic  marketplace  that  negatively  impact  product  gross
margins;  (iv) the  ability  of the  consumer  electronics  and  sporting  goods
segments to maintain their  suppliers,  primarily all of whom are located in the
Far East for the consumer  electronics  segment;  (v)the ability of the sporting
goods segment to have an uninterrupted  shipping service from outside  carriers,
such as United  Parcel  Service;  (vi) the ability of the Company to comply with
the  restrictions  imposed upon it by its  outstanding  indebtedness;  and (vii)
general  economic  conditions and other risks.  Due to these  uncertainties  and
risks,   readers  are   cautioned   not  to  place   undue   reliance  on  these
forward-looking statements,  which speak only as of the date of this report. For
additional risk factors as they relate to the sporting goods segment,  see SSG's
Form 10-K for the fiscal  year ended  March 31,  2001 Item 7 - "Certain  Factors
that May Affect the Company's Business of Future Operating Results".


Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not material.

                            PART II OTHER INFORMATION

ITEM 1. Legal Proceedings.

     In  February  2002,  the  Company  settled  its  litigation  with a  former
trademark  licensee,  whose  license  expired in March 1998,  and  recorded  the
settlement  amount,  net of  legal  costs,  as a  litigation  settlement  in the
Consolidated  Statement of  Operations  for the three months ended  December 31,
2001.

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

ITEM 2. Changes in Securities and Use of Proceeds.

        None.

ITEM 3. Default Upon Senior Securities.

        (a) None

        (b) None

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

        Not Applicable.
<PAGE>

ITEM 5. Other Information.

        (a) None

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

        (a) Exhibits:

10.26.3 Employment  Agreement  between Emerson Radio Corp. and Kenneth A. Corby,
        effective as of September 1, 2001.*

        (b)  Reports  on  Form  8-K -  During  the   three  month  period  ended
             December 31, 2001, no Form 8-K was filed.

     * filed herewith.

<PAGE>

                                   SIGNATURES


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

                                  EMERSON RADIO CORP.
                                  (Registrant)



Date:  February 13, 2002                   /s/ Geoffrey P. Jurick
                                           ------------------------------------
                                           Geoffrey P. Jurick
                                           Chairman, Chief Executive Officer and
                                           President



Date:  February 13, 2002                   /s/ Kenneth A. Corby
                                           ------------------------------------
                                           Kenneth A. Corby
                                           Executive Vice President and
                                           Chief Financial Officer