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 June 30, 1997

                            or

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

For the transition period from         to

Commission file number 0-25226

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

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

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

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


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

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

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

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


                     APPLICABLE ONLY TO CORPORATE ISSUERS:

   Indicate the number of shares outstanding of common stock as of August 12,
1997:  41,916,567.
                                        
                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

<TABLE>
                 EMERSON RADIO CORP. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Unaudited)
               (In thousands, except per share amounts)
                                        
<CAPTION>
                                        
                                            Three  Months  Ended
                                                   June 30,         
                                              1997        1996

<S>                                         <C>        <C>
Net revenues . . . . . . . . . . . . .      $30,443    $ 41,147

Costs and expenses:

   Cost of sales . . . . . . . . . . .       28,399      38,784

   Other operating costs and expenses.          866         934

   Selling, general & administrative
      expenses . . . . . . . . . . . .        3,602       5,364

   Restructuring and other nonrecurring
      charges. . . . . . . . . . . . .           52           -

                                             32,919      45,082

Operating loss . . . . . . . . . . . .       (2,476)     (3,935)

Equity in earnings of affiliate. . . .          536           -

Interest expense . . . . . . . . . . .          741         812

Loss before income taxes . . . . . . .       (2,681)     (4,747)

Provision (benefit) for income taxes .           41         (24)

Net loss . . . . . . . . . . . . . . .    $  (2,722)    $(4,723)

Net loss per common share. . . . . . .    $    (.07)    $  (.12)

Weighted average number of
   common shares outstanding . . . . .       40,592      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>
                                                      June  30,     March 31,
                                                         1997          1997
                                                     (Unaudited)
     ASSETS
     <S>                                              <C>           <C>
     Current Assets:
       Cash and cash equivalents  . . . . . . . . .   $  1,756      $  2,640
       Accounts receivable (less allowances of
         $4,429 and $6,001, respectively) . . . . .      6,900        12,452
       Inventories  . . . . . . . . . . . . . . . .     13,201        13,329
       Prepaid expenses and other current assets  .      7,016         6,497
     
         Total current assets . . . . . . . . . . .     28,873        34,918
     
     Property and equipment - (at cost less
       accumulated depreciation and amortization
       of $3,685 and $3,521, respectively). . . . .      1,912         2,130
     Investment in unconsolidated affiliate . . . .     16,537        16,033
     Other assets . . . . . . . . . . . . . . . . .      5,488         5,687
     
         Total Assets . . . . . . . . . . . . . . .   $ 52,810      $ 58,768
     
     LIABILITIES AND SHAREHOLDERS' EQUITY
     Current Liabilities:
       Notes payable  . . . . . . . . . . . . . . .   $  4,576      $  5,689
       Current maturities of long-term debt . . . .         81            85
       Accounts payable and other current
         liabilities  . . . . . . . . . . . . . . .     11,310        13,053
       Accrued sales returns  . . . . . . . . . . .      2,518         2,730
       Income taxes payable . . . . . . . . . . . .         89           103
     
         Total current liabilities  . . . . . . . .     18,574        21,660
     
     Long-term debt . . . . . . . . . . . . . . . .     20,834        20,856
     Other non-current liabilities  . . . . . . . .        224           223
     
     Shareholders' Equity:
     Preferred stock - $.01 par value, 10,000,000
       shares authorized, 9,700 and 10,000 shares
       issued and outstanding, respectively . . . .      8,730         9,000
     Common stock - $.01 par value, 75,000,000
       shares authorized, 40,631,672 and 40,335,642
       shares issued and outstanding, respectively.        406           403
     Capital in excess of par value . . . . . . . .    109,545       109,278
     Accumulated deficit  . . . . . . . . . . . . .   (105,701)     (102,843)
     Cumulative translation adjustment  . . . . . .        198           191
     
         Total shareholders' equity   . . . . . . .     13,178        16,029
     
         Total Liabilities and Shareholders' Equity   $ 52,810      $ 58,768

</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>
                                                  Three Months Ended
                                                        June 30,
                                                    1997        1996
Cash Flows from Operating Activities:

  <S>                                             <C>        <C>
  Net cash provided by operating
    activities . . . . . . . . . . . . . . . .    $    373   $  5,308

Cash Flows from Investing Activities:

  Net cash provided by investing
    activities   . . . . . . . . . . . . . . .          13         45

Cash Flows from Financing Activities:

  Net repayments under line of
    credit facility. . . . . . . . . . . . . .      (1,113)    (3,715)
  Other  . . . . . . . . . . . . . . . . . . .        (157)      (263)
  Net cash used by financing
    activities . . . . . . . . . . . . . . . .      (1,270)    (3,978)

Net increase (decrease) in cash and cash
  equivalents  . . . . . . . . . . . . . . . .        (884)     1,375
Cash and cash equivalents at beginning
  of year. . . . . . . . . . . . . . . . . . .       2,640     16,133

Cash and cash equivalents at end of period . .    $  1,756(a) $17,508(a)

Supplemental disclosure of cash flow information:

  Interest paid  . . . . . . . . . . . . . . .    $    741    $   815

  Income taxes paid  . . . . . . . . . . . . .    $     31    $    15

(a)   The  balances  at June 30, 1997 and 1996, include $1.0  million  and  $9.0
million  of  cash  and  cash equivalents, respectively, pledged  to  assure  the
availability of certain letter of credit facilities.

</TABLE>

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

     These  unaudited  interim consolidated  financial  statements
reflect  all  normal  and  recurring adjustments that are,  in  the  opinion  of
management, necessary to present a fair statement of Emerson Radio Corp.'s  (the
"Company" or "Emerson") consolidated financial position as of June 30, 1997  and
the  results of operations for the three month periods June 30, 1997  and  1996.
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 year ended March
31, 1997, included in the Company's annual report on Form 10-K.

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

     Due  to  the  seasonal  nature  of  the  Company's  consumer
electronics  business,  the results of  operations for  the three  months  ended
June  30, 1997 are not necessarily indicative of the results of operations  that
may be expected for the full year ending March 31, 1998.

NOTE 2

      Net  loss per common share for the three month periods  ended
June  30,  1997  and 1996 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 each period.  The net loss per share for both  periods
does  not  include common stock equivalents assumed outstanding since  they  are
anti-dilutive.

     In February 1997, the Financial Accounting Standards Board issued Statement
No.  128,  "Earnings Per Share" ("FAS 128"), which is required to be adopted  on
December  31,  1997.  At that time, the Company will be required to  change  the
method  currently  used to compute earnings per share and to restate  all  prior
periods.  Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded.  The impact of FAS 128 on
the calculation of primary earnings per share is not expected to be material.

NOTE 3

     The  provision for income taxes for the three   months  ended
June  30,  1997 consists primarily of taxes related to international operations.
The  benefit  for income  taxes for  the  three  months  ended  June   30,  1996
consists  primarily  of  domestic tax refunds received.   The  Company  did  not
recognize tax benefits for losses incurred by its domestic operations during the
three months ended June 30, 1997 and 1996.

NOTE 4

     Spare   parts  inventories,  net  of  reserves,  aggregating
$1,337,000 and $1,469,000 at June 30, 1997 and March 31, 1997, respectively, are
included in "Prepaid expenses and other current assets."

NOTE 5

     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 "SSG 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, five-year warrants (the "SSG Warrants")  to
acquire  an  additional 1,000,000 shares of SSG 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 the outstanding shares of SSG Stock which it had purchased
for  $4,228,000 in open market transactions.  Based upon the purchase of the SSG
Stock  as set forth above, the Company owns approximately 27% of the outstanding
shares  of  the SSG Stock. If the Company exercises all of the SSG Warrants,  it
will  beneficially  own  approximately 35% of the SSG 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 and the  Company's  management  is
directly  involved  in  SSG's  day-to-day  operations.   In  March  1997,  SSG's
stockholders  elected Emerson's nominees as a majority of  the  members  of  its
Board of Directors.

     The  investment  in, and results of operations  of,  SSG  are
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 $3,967,000 which is being amortized on  a  straight  line
basis over 40 years. Equity in earnings of SSG was $536,000 for the three months
ended June 30, 1997.  At June 30, 1997, the aggregate market value quoted on the
New   York  Stock  Exchange  of  Emerson's  shares  of  SSG  Common  Stock   was
approximately $15,177,000. Summarized financial information derived  from  SSG's
financial  reports to the Securities and Exchange Commission was as follows  (in
thousands):

<TABLE>
                                            (Unaudited)
                                         As of May 2, 1997
                                       
 <S>                                         <C>
 Current assets                              $35,364
 Property, plant and equipment                   
   and other assets                           19,804
 Current liabilities                           8,410
 Long-term debt                                7,524
                                                 
                                           (Unaudited)
                                        For the six months
                                        ended May 2, 1997

 <S>                                         <C>
 Net sales                                   $42,892
 Gross Profit                                 16,622
 Earnings from continuing operatins              618
 Loss from discontinued operations            (2,574)
 Net loss                                     (1,956)

</TABLE>

NOTE 6

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

<TABLE>
                                        June 30,    March 31,
                                          1997        1997

<S>                                      <C>         <C>
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002 . . . . . .        $20,750     $20,750
Other . . . . . . . . . . . . . .            165         191

                                          20,915      20,941
Less current obligations. . . . .             81          85
                                         $20,834     $20,856
</TABLE>

NOTE 7

     Pursuant to the Company's bankruptcy restructuring plans on March 31, 1994,
30  million  shares  of Common Stock were issued to GSE Multimedia  Technologies
Corporation  ("GSE"), Fidenas International Limited, L.L.C. ("FIN") and  Elision
International,   Inc.  ("Elision").  GSE,  FIN  and  Elision  (the   "Affiliated
Entities")  are all affiliates of Geoffrey P. Jurick, the Company's Chairman  of
the  Board,  Chief  Executive  Officer and  President.   On  June  11,  1996,  a
Stipulation  of Settlement and Order (the "Settlement Agreement") was  executed,
which  settles  various legal  proceedings in Switzerland, the Bahamas  and  the
United  States. The Settlement Agreement provides for, among other  things,  the
payment  by  Mr. Jurick and his Affiliated Entities of $49.5 million to  various
claimants  of Mr. Jurick and Affiliated Entities (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 the Affiliated  Entities.   In
addition, Mr. Jurick is to be paid the sum of $3.5 million from the sale of  the
Settlement  Shares.  The  Settlement Shares are to  be  sold  over  an
indeterminate period of time by a financial advisor, initially TM
Capital  (the  "Advisor").  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.  The Settlement Shares will be divided into  two
pools.   The  Pool  A  Shares initially will consist  of  15,286,172  shares  of
Emerson's common stock. The Pool B Shares will consist of the number of  Emerson
shares  with  respect  to which Mr. Jurick must retain beneficial  ownership  of
voting  power  to avoid an event of default arising out of a change  of  control
pursuant to the terms of the Company's Loan and Security Agreement with  a  U.S.
financial  institution  (the  "Lender")  and/or  the  indenture  governing   the
Company's  8-1/2%  Senior  Subordinated Convertible  Debentures  Due  2002  (the
"Debentures").  Sales  may  be  made of the  Settlement  Shares  pursuant  to  a
registered  offering if the sales price is not less than 90% of the  average  of
the  three  most recent closing prices (the "Average Closing Price"), or,  other
than  in  a  registered  offering,  of up to 1%  of  the  Emerson  common  stock
outstanding per quarter, if the sales price is not less than 90% of the  Average
Closing  Price.   Any other attempted sales are subject to the  consent  of  the
Company,  Mr.  Jurick,  the  Creditors, and, if  necessary,  the  United  States
District Court in Newark, New Jersey.

      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.   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.

     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 on or about 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 amount currently claimed is for $93,563,457,  of
which  $86,785,000  represents  a claim for lost  profits.  The  claim  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  the  claim and intends to vigorously contest such claim and believes it  has
meritorious  defenses to the highly speculative portion of the  claim  for  lost
profits  and  the portion of the claim for actual damages for expenses  incurred
prior  to the execution of the contracts. An adverse final ruling on the Cineral
claim  could have a material adverse effect on the Company, even though it would
be  limited  to  18.3%  of the final claim determined by a  court  of  competent
jurisdiction; however, with respect to the claim for lost profits, in  light  of
the  foregoing, the Company believes the chances for recovery for  lost  profits
are remote.
                                        
                                        
                                        
                                        
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  materially  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.

GENERAL

      In  December  1996, the Company purchased from SSG 1,600,000  newly-issued
shares  of common stock (the "SSG Stock") for aggregate consideration  of  $11.5
million,  or approximately $7.19 per share. In addition, the Company  purchased,
for aggregate consideration of $500,000, five year warrants (the "SSG Warrants")
to  acquire an additional 1,000,000 shares of SSG Stock at an exercise price  of
$7.50  per share, subject to standard anti-dilution adjustments.  Prior to  such
purchase, the Company beneficially owned 669,500 shares, or approximately  9.9%,
of  SSG's outstanding common stock which it had purchased for $4,228,000 in open
market  purchases. The Company owns 2,269,500 shares, or approximately  27%,  of
SSG's  outstanding common stock.  Assuming the exercise of all the SSG Warrants,
the  Company would beneficially own approximately 35% of the outstanding  shares
of  SSG  Stock.   As  part  of  the securities acquisition,  SSG  appointed  the
Company's  designees  to  become the majority of the members  of  its  Board  of
Directors and certain members of the Company's management are directly  involved
in  SSG's  day-to-day  operations.  In March 1997,  SSG's  stockholders  elected
Emerson's  nominees as a majority of the members of its Board of Directors.   In
addition, the Company arranged for foreign trade credit financing of $2  million
for the benefit of SSG.

      The  $12 million purchase price paid by the Company for the SSG Stock  and
SSG  Warrants was obtained from the Lender (as hereinafter defined),  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  1,600,000
shares of SSG Stock and the SSG Warrants acquired on December 10, 1996.

      SSG is the largest direct mail distributor of sporting goods equipment and
supplies  in the United States.  SSG sells its products at margins significantly
higher  than  the  average of Emerson's core business and  to  an  institutional
market  that  does  not  require  the significant after-market  servicing  costs
typical  of Emerson's core business.  The investment allows Emerson to diversify
from  its  core  business   of   consumer electronics  distribution  to  another
distribution business  that  offers  what  management  believes 
to  be  significant   growth potential. SSG benefited from the
investment by gaining the liquidity needed  to cure  its  then-existing
loan default with its senior lenders  and  amended  its
secured  credit facility on more favorable terms.  Also, SSG now  possesses  the
capital necessary to take advantage of opportunities to increase its business in
the institutional sporting goods market both in the U.S. and internationally and
to  continue marketing its products showcased at the 1996 Olympic games. Emerson
has  negotiated  a  management services agreement  which  provides  for  certain
administrative  services to be performed by SSG.  These  services  should  allow
both  the  Company  and  SSG  to  benefit  from  this  additional  cost  sharing
arrangement.

       In   February   1997,  the  Company  executed   five-year  license/supply
agreements, subject to renewals, with Cargil covering the Caribbean and  Central
and  South  American  markets.  The agreements provide for the  license  of  the
Emerson and G-Clef trademark for certain consumer electronics and other products
and  the provision of sourcing and inspection services.  Under the terms of  the
agreements, the Company will receive minimum annual royalties through  the  life
of  the  agreements and will receive a separate fee for sourcing and  inspection
services.  Cargil assumes all costs and expenses associated with the purchasing,
marketing  and after sales support of such products.  The Company believes  that
this  transaction will have a positive impact on operating results by generating
royalty  and servicing revenues with minimal costs while limiting the  Company's
working capital risks.

      In  April  1997,  Emerson  executed  a  four-year  agreement  with  Daewoo
Electronics  Co.  Ltd.  and  its U.S. affiliate (collectively,  "Daewoo").  This
agreement provides that, subject to existing agreements relating
to sales to Wal-Mart  Stores, Inc. (the "Customer"), Daewoo
will manufacture and sell television and video products bearing
the Emerson and G-Clef trademark to all customers  in the  U.S.  market.
Daewoo will also be responsible for and  assume  all  risks
associated  with order processing, shipping, credit and collections, inventory,
returns  and  after-sale services. The Company will arrange  sales  and  provide
marketing  services and receive a commission for such services.   Sales  to  the
Customer  are currently subject to a license/supply agreement with the  Supplier
(hereinafter defined), as more fully described below.

      Additionally,  in  June  1997, the Company entered  into  a  non-exclusive
license agreement with World Wide One, a Hong Kong corporation, for use  of  the
Emerson  and  G-Clef trademark in connection with the sale of  certain  consumer
electronics  products  and  other  products  for  sale  exclusively   to   Makro
International  Far  East Ltd. in China, Indonesia, Malaysia, Philippines,  South
Korea,  Taiwan and Thailand. The term  is  initially for  a  six   month   trial
period, at which time the agreement will either be terminated or continue for an
additional twelve months. Emerson will provide sourcing and inspection  services
for  at least 50% of World Wide One's purchase requirements.  World Wide One  is
required  to  meet certain minimum sales requirements as well  as  ensuring  the
establishment  of  adequate service centers or agents for after  sales  warranty
services for the goods.

      Effective  March  31,  1995, the Company and one of the  Company's  former
suppliers  and certain of its affiliates (collectively, the "Supplier")  entered
into  a  license/supply  agreement (the "Agreements").  The  Company  granted  a
license  of  certain trademarks to the Supplier for a three-year term  which  is
currently  scheduled  to  expire on March 31, 1998.   The  license  permits  the
Supplier to manufacture and sell certain video products under the Emerson and G-
Clef  trademark to the Customer, in the United States and Canada.  As a  result,
the  Company  receives royalties attributable to such sales over the  three-year
term  of the Agreements in lieu of reporting the full dollar value of such sales
and  associated costs. Net sales of these products to the Customer accounted for
approximately  47%  of consolidated net revenues for Fiscal 1995.   The  Company
continues  to  supply  other products to the Customer directly.  Further,  these
agreements  provided  that the Supplier would supply the  Company  with  certain
video  products for sale to other customers at preferred prices for a three-year
term.   Under the terms of these agreements, the Company receives non-refundable
minimum  annual  royalties  from the Supplier to be credited  against  royalties
earned from sales of VCRs, VCPs, TV/VCR combination units, and color televisions
to  the  Customer.  In addition, effective August 1, 1995, the Supplier  assumed
responsibility  for returns and after-sale and warranty services  on  all  video
products manufactured by the Supplier and sold to the Customer, including  video
products sold by the Company prior to August 1, 1995. As a result, the impact of
sales  returns  on  the  Company's  operating results  have  been  significantly
reduced,  effective with the quarter ended September 30, 1995.  The Company  has
reported lower net direct revenues in Fiscal 1997 and Fiscal 1996 as a result of
these  agreements, but its net operating results for such years  have  not  been
impacted  negatively.  Over the term of the Agreements, the Company has realized
a  more stable cash flow, as well as reduced short-term borrowings necessary  to
finance  accounts  receivable  and inventory and has  thereby  reduced  interest
costs.  However,  royalties earned for the three month periods ended  March  31,
1997  and June 30, 1997 have not been remitted subject to certain litigation  in
Indiana.

     The Company's operating results and liquidity are impacted by
the  seasonality of  its  business.  The  Company  records the majority  of  its
annual  sales  in the quarters ending September 30 and December 31 and  receives
the  largest  percentage of customer returns in the quarters ending   March   31
and  June 30.   Therefore,  the  results of operations discussed 
below  are  not necessarily indicative of the  Company's  prospective
annual results of operations.

RESULTS OF OPERATIONS

                   Consolidated net revenues for the  three month  period  ended
June  30, 1997 decreased $10,704,000 (or 26%) as compared to the same period  in
the  fiscal   year  ended March 31, 1997 ("Fiscal 1997"). The decrease  resulted
primarily  from decreases in unit sales of video cassette recorders, televisions
and  television/video  cassette recorder combination units  due  to  the  Daewoo
agreement  described above.  Excluding video products, the Company's U.S.  gross
sales  increased by approximately 18% for the three month period ended June  30,
1997 as compared to the same period in Fiscal 1997.  This increase in sales  was
due primarily to an increase in unit sales of audio products and microwave ovens
due  to  lower  retail  stock levels, and strengthening of  the  retail  market.
Revenues  earned  from  the licensing of the Emerson and G-Clef  trademark  were
$1,000,000  and $1,002,000 in the three month periods ended June  30,  1997  and
1996,  respectively.  Furthermore, the Company's  Canadian  and  European  sales
decreased $2.7 million relating to the closure of these operations in  favor  of
independent  distributors. Although the Company expects its United States  sales
for the quarter ending September 30, 1997 to be lower than the second quarter of
Fiscal  1997  due to the Daewoo agreement, the Company expects  its  U.S.  gross
sales, excluding video products, to continue to improve and its margins on  such
sales to improve due to the change in product mix to higher margin products.

     Cost of sales, as a percentage of consolidated revenues,  was
93%  for  the three month period ended June 30, 1997 as compared to 94% for  the
same  period  in Fiscal 1997.  Gross  profit  margins in the three month  period
ended June 30, 1997 were favorably impacted by a change in product mix to higher
margin products partially offset by the allocation of reduced fixed costs over a
lower sales base in the current fiscal year.

      The  Company's margins continue to be impacted by the pricing category  of
the  consumer  electronics market in which the Company competes.  The  Company's
products  are  generally  placed in the low-to-medium  priced  category  of  the
market.   These  categories  tend to be the most competitive  and  generate  the
lowest  profits.   The  Company believes that the combination  of  (i)  the  new
television  and  video arrangement with Daewoo, (ii) the license agreement  with
Cargil,   and   (iii)  the  introduction  of  its  new  home  theater   product,
CinemaSurround (TM), will all have a favorable impact on the Company's gross 
profit margins.  The Company intends to promote its direct import
programs  to  reduce its  inventory  levels and working capital
risks thereby reducing its  inventory overhead  costs.   In  addition,
the Company is focusing on  its  higher  margin products  and  is
reviewing new product categories which  can  generate  higher margins
than  its  current  business,  either  through  license   arrangements,
acquisitions, joint ventures or on its own.  The Company  also
plans on expanding its sales and distribution channels  into  the
Central and Southeast Asia markets.

     Other  operating costs and expenses declined $68,000  in  the
three  month period ended June 30, 1997 as compared to the same period in Fiscal
1997,  primarily  as a result of a decrease in compensation and  other  expenses
incurred  to perform after-sale services as a result of the Company's downsizing
program.

     Selling, general and administrative expenses ("S,G&A")  as  a
percentage of revenues, was 12% for the three month period ended June 30,  1997,
as  compared to 13% for the same period in Fiscal 1997. In absolute terms, S,G&A
decreased  by  $1,762,000  in the three month period  ended  June  30,  1997  as
compared  to  the  same  period  in  Fiscal 1997.  The  decrease  was  primarily
attributable  to  (i)  a  reduction  in compensation  expense  relating  to  the
Company's downsizing program in the U.S., (ii) a reduction in professional  fees
and  (iii)  the  unrealized  losses incurred  in  the  prior  year's  quarter
on investment securities.

     The  Company  recorded restructuring and  other  nonrecurring
charges  of $52,000 in the three month period ended June 30, 1997.  The  charges
include  costs  for  employee severances relating to further downsizing  of  the
Company's U.S. operations.

     Equity  in earnings of SSG amounted to $536,000 in the  three
months ended June 30, 1997.  SSG reported record earnings and double digit sales
growth in its first full quarter under Emerson's management team as compared  to
the same period a year ago.

     Interest  expense  decreased by $71,000 in  the  three  month
period ended June 30, 1997 as compared  to  the  same  period  in  Fiscal  1997.
The  decrease was attributable to lower average borrowings on the U.S. revolving
line  of credit facility. The average rate in effect on the credit facility  for
both  the  three  month periods ended June 30, 1997 and 1996  was  approximately
9.5%.

     As a result of the foregoing factors, the Company incurred  a
net  loss of $2,722,000 for the three month period ended June 30, 1997, compared
to a net loss of $4,723,000 for the same period in Fiscal 1997.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $373,000 for the
three  months ended June 30, 1997. Cash was provided by the decrease in accounts
receivables partially offset by a loss from operations.

     Net cash provided by investing activities was $13,000 for the
three months ended June 30, 1997.

     In  the  three  months  ended June 30,  1997,  the  Company's
financing activities   utilized   $1,270,000  of   cash.  The  Company   reduced
its borrowings  under  its  U.S. line of credit facility by
$1,113,000  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  provides  for  revolving  loans and  letters  of  credit,  subject  to
individual  maximums which, in the aggregate, cannot 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  June  30,  1997,
there  were  approximately $4.6 million outstanding on the  Company's  revolving
loan  facility.  At June 30, 1997, the Company's letter of credit  facility  was
not  utilized.  Based  on the "Borrowing Base" amount at  June  30,  1997,  $1.6
million  of the credit facility was not utilized. Pursuant to the terms  of  the
credit facility, as amended, effective June 30, 1997, the Company is required to
maintain a minimum adjusted net worth, as defined, of $15,000,000 and a  minimum
working  capital of $10,000,000.  At June 30, 1997, the Company had an  adjusted
net worth of $16,002,000.

     The  Company's Hong Kong subsidiary maintains various  credit
facilities,  as  amended, aggregating $28.5 million with a  bank  in  Hong  Kong
consisting  of the following: (i) a $3.5 million credit facility generally  used
for  letters  of  credit for a foreign subsidiary's direct import  business  and
affiliates'   inventory purchases, and (ii) a $25 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 June 30, 1997, the Company's Hong
Kong  subsidiary had pledged $1 million in certificates of deposit to this  bank
to  assure the availability of these credit facilities.  At June 30, 1997, there
were  approximately  $3.0  million  and  $14.1  million  of  letters  of  credit
outstanding on the $3.5 million and $25 million credit facilities, respectively.

     Since the emergence of the Company from bankruptcy, management
believes  that  it  has  been  able to compete more effectively  in  the  highly
competitive  consumer electronics and microwave oven industries  in  the  United
States by combining innovative approaches to the Company's current product  line
such  as  value-added promotions, and augmenting its product  line  with  higher
margin  complimentary  products. The Company  also  intends  to  engage  in  the
marketing of distribution, sourcing and other services to third parties  similar
to  the  sales  and marketing  arrangements  to  be provided to Daewoo  and  the
sourcing and inspection services to be provided to Cargil. 
In addition, the Company  intends to  undertake efforts to expand the
international distribution of its  products into  areas
where  management  believes low to  moderately  priced,  dependable
consumer electronics and microwave oven products will have a broad appeal.   The
Company   has in the past and intends in the future to pursue such plans  either
on  its  own  or  by forging new relationships, including license  arrangements,
partnerships,  joint  ventures  or strategic mergers  and  acquisitions  of,  or
controlling  interests in, companies in similar or complimentary businesses.  No
assurance  can be made that the Company will be successful in implementing  such
plans.

      The  Company  successfully  concluded  several  licensing  agreements  for
existing  core  business  products  and new  products,  and  intends  to  pursue
additional  licensing opportunities.  The Company 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.

      At  present, management believes that future cash flow from operations and
the  institutional financing noted above will be sufficient to fund all  of  the
Company's cash requirements for the next twelve months. However, the adequacy of
future  cash  flow from operations is dependent upon the Company  achieving  its
business  plan. The Company's results of operations were substantially  in  line
with  its  business plan for the three months ended June 30, 1997. Current
trends  show that the Company's results of operations for the three months
ended September 30, 1997, will be significantly improved as compared with
the second quarter of Fiscal 1997.  During Fiscal 1997, the Company reduced
inventory  levels approximately  62%  and executed cost-reduction 
programs in both  its  U.S.  and foreign  offices.  The  Company
intends to further reduce inventory  levels  and shift  a  higher
proportion of its sales to direct import thereby  reducing  its
inventory  and  its  needs  for  working  capital.   In  Fiscal  1997,  products
representing  approximately  49% of net revenues  were  directly  imported  from
manufacturers to the Company's customers.  The Company's business plan  includes
an  increase in this percentage to approximately 80% in Fiscal 1998 and was  91%
for  the  three  months ended June 30, 1997. This increase in the direct  import
portion of sales is critical in providing sufficient working capital to meet its
sales  objectives.  If the Company does not obtain this objective,  it  may  not
have  sufficient working capital to finance its sales plan.  It may be necessary
for  the  Company to margin or sell some of the SSG Stock to adequately  finance
the Company's operations.

      There  can  be no assurance that the Company will be able to  successfully
achieve  its  business  plan 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. Additionally,  at  June  30,
1997 the Company was in  arrears  on  $618,000  of dividends
on  the Company's Series A Preferred Stock.  The preferred  stock  is
convertible into common stock at any time during the period beginning  on  March
31, 1997 and ending on March 31, 2002 and at a price per  share  of common stock
equal to 80% of the market value of a share
of common stock on the date of conversion. The preferred stock dividend rate for
Fiscal 1998 is 5.6%.

      The  Company's liquidity is impacted by the seasonality of  its  business.
The  Company  records  the majority of its annual sales in the  quarters  ending
September  30  and December 31.  This requires the Company to open significantly
higher  amounts  of  letters of credit during the quarters ending  June  30  and
September  30, therefore significantly increasing the Company's working  capital
needs  during  these  periods. Additionally, the Company  receives  the  largest
percentage of customer returns in the quarter ending March 31.  The higher level
of  returns  during  this  period  adversely impacts  the  Company's  collection
activity  during this period, and therefore its liquidity.  The Company believes
that  the  agreements  with  Daewoo and Cargil,  as  discussed  above,  and  the
arrangements it has implemented over the past twelve months concerning  returned
merchandise,  should  favorably  impact  the  Company's  cash  flow  over  their
respective terms.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

                  Not applicable.


                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 June 30, 1997,
          and is incorporated herein by reference. Additionally, the Company, 
          Mr. Davis, International Jensen Incorporated, Recoton Corporation
          and certain other related parties entered into a settlement agreement
          settling all disputes among them and releasing each other from all
          liability in connection with the subject matter of these actions
          on terms Emerson believes to be beneficial to it.  Please refer to
          Part 1 Item-3-Legal Proceedings in the Company's most recent annual
          report on Form 10-K.

ITEM 3.   Preferred Stock Dividends.

                  As of the date of this report, the Company was in arrears
          on $618,000 of dividends on its Series A Preferred Stock.

ITEM 5.   Other Information.

                   (a)  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  of  the  retail  consumer electronics  market;  price
          competition   and   competition  from  companies   with   greater
          resources;  success  of  operating initiatives  and  new  product
          introductions,   including   CinemaSurround(TM);   operating   costs
          including  continuing  the Company's cost reduction  program  and
          Company's  return  to vendor program; effects of  foreign  trade;
          effects of the reversion of Hong Kong to the sovereignty  of  the
          Peoples'  Republic of China; 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 or  refinance
          the  Company's  operations;  quality of  management;  success  of
          licensing  arrangements;  business  abilities  and  judgment   of
          personnel;  availability  of  qualified  personnel;   labor   and
          employee  benefit  costs; changes in, or the  failure  to  comply
          with, government regulations and other factors referenced in this
          quarterly report.

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

                  (a)    Exhibits:

                               (27)  Financial Data Schedule  for  the
                    three months ended June 30, 1997.

                  (b)    Reports on Form 8-K:

                               (1)  During the three month period
                    ended June 30, 1997, no Form 8-K was filed.


                      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:  August 14, 1997             /s/ Geoffrey P. Jurick
                                   Geoffrey P. Jurick
                                   Chairman,  Chief Executive  Officer and
                                   President





Date:  August 14, 1997             /s/ John P. Walker
                                   John P. Walker
                                   Executive Vice President and
                                   Chief Financial Officer