EXHIBIT 10(c)  

                 AMENDMENT NO. 2 TO FINANCING AGREEMENTS



                         February 13, 1996


Emerson Radio Corp.
Majexco Imports, Inc.
9 Entin road
Parsippany, New Jersey  07054



Gentlemen:



        Congress Financial Corporation ("Lender'), Emerson Radio Corp. 
("Emerson") and Majexco Imports, Inc. ("Majexco"; together with Emerson,
individually and collectively, the "Borrower") have entered into certain 
financing arrangements pursuant to the Loan and Security Agreement, dated 
March 31, 1994, currently between Lender and Borrower, as amended by Amendment 
No. 1 to Financing Agreements, dated August 24, 1995 (the "Loan Agreement"), 
together with various other agreements, documents and instruments at any 
time executed and/or delivered in connection therewith or related thereto 
(as the same now exist or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced, collectively, the "Financing 
Agreements").  All capitalized terms used herein and not herein defined shall 
have the meanings given to them in the Financing Agreements.


        Borrower has requested that Lender agree to certain amendments 
to the Financing Agreements, and lender is willing to agree to such amendments,
subject to the terms and conditions set forth herein.


        In consideration of the foregoing, the mutual agreements and covenants
contained herein and other good and valuable consideration, the parties hereto
agree as follows:


        1.      Adjusted Net Worth Covenant.


                (a)     Section 1.2(b) of the Loan Agreement is hereby deleted 
in its entirety and replaced with the following effective with respect to
the calculation of Adjusted Net Worth as of December 31, 1995 and at any
time thereafter:


        "(b)  indebtedness of such Person and its 
         subsidiaries incurred after December 31, 1995 
         which is subordinated in right of payment to the 
         full and final payment of all of the Obligations 
         on terms and conditions acceptable to Lender."



               (b)     Section 9.14 of the Loan Agreement shall be deleted in 
its entirety and replaced with the following effective with respect to the 
calculation of Adjusted Net Worth as of December 31, 1995 and at any time 
thereafter:


        "9.14  Adjusted Net Worth.  As of the end of 
        each fiscal quarter of Emerson, Emerson shall 
        maintain, on a consolidated basis with its 
        subsidiaries, Adjusted Net Worth of not less 
        than the sum of (i) the Base Amount, plus 
        (ii) any proceeds received by Emerson or its 
        subsidiaries after December 31, 1995 from the 
        sale of any equity securities (including any 
        equity securities issued pursuant to the Rights
        Offering or the exercise of Warrants issued 
        pursuant to the Plan, plus (iii) subject to 
        the provisions hereof, any proceeds received 
        by Emerson or its subsidiaries after December 
        31, 1995 from the sale by Emerson or its 
        subsidiaries of debt securities subordinated 
        to the extent required under Section 1.2(b). 
        As used herein, "Base Amount" shall mean 
        (i) the amount of $38,000,000 as at December 31,
        1995 and for the period from January 1, 1996 
        through and including September 30, 1996, 
        (ii) the amount of $40,000,000 from October 1, 
        1996 through and including March 31, 1997, and 
        (iii) the amount of $45,000,000 from and after 
        April 1, 1997.  If the dates upon which Emerson's 
        fiscal quarters end are not the same as the dates 
        upon which calendar year quarters end, then the 
        dates referred to above shall be deemed to 
        refer to the end of Emerson's fiscal quarters 
        ending closest to such dates (whether before 
        or after such dates)."


        2.      Working Capital Covenant.  Section 9.13 of the Loan Agreement 
shall be deleted in its entirety and replaced with the following: 

          "9.13  Working Capital.  As of the end of 
          each fiscal quarter of Emerson, Emerson shall 
          maintain, on a consolidated basis with its 
          subsidiaries, Working Capital of not less 
          than (i) the amount of $20,000,000 from April 
          1 through and including September 30 in each 
          year, commencing April 1, 1995 and (ii) the 
          amount of $35,000,000 from October 1 in each 
          year through March 31 in the following year, 
          commencing October 1, 1995.  If the dates
          upon which Emerson's fiscal quarters end 
          are not the same as the dates upon which 
          calendar year quarters end, then the dates 
          referred to above shall be deemed to refer 
          to the end of Emerson's fiscal quarters 
          ending closest to such dates (whether 
          before or after such dates)."

        3.      Conditions Precedent.  The effectiveness of this Amendment 
shall be subject to the satisfaction of the following conditions:



                (a)  the receipt by Lender of an original of this Amendment, 
duly authorized, executed and delivered by Borrower, consented and agreed to 
by Obligors; and

                (b)   after giving affect to the amendments set forth in
Section 1 hereof, no Event of Default shall exist or have occurred and be 
continuing and no condition shall exist or event shall have occurred and be 
continuing which, with notice or passage of time, or both, would constitute 
an Event of Default.


        4.      Effect of this Amendment.  

                (a)     Entire Agreement; Ratification and Confirmation of 
the Financing Agreements.  This Amendment contains the entire agreement of 
the parties with respect to the subject matter hereof and supersedes all 
prior or contemporaneous term sheets, proposals, discussions, negotiations, 
correspondence, commitments and communications between or among the parties 
concerning the subject matter hereof.  This Amendment may not be modified or 
any provision waived, except in writing signed by the party against whom such
modification or waiver is sought to be enforced.  Except as specifically 
modified pursuant hereto, the Financing Agreements are hereby ratified, 
restated and confirmed by the parties hereto as of the effective date hereof. 
To the extent of conflict between the terms of this Amendment and the 
Financing Agreements, the terms of this Amendment shall control.

                (b)     Governing Law.  This Amendment and the rights and 
obligations hereunder of each of the parties hereto shall be governed by and 
interpreted and determined in accordance with the laws of the State of New 
York.

                (c)     Binding Effect.  This Amendment shall be binding upon 
and inure to the benefit of each of the parties hereto and their respective 
successors and assigns.


                (d)     Counterparts.  This Amendment may be executed in any 
number of counterparts, but all of such counterparts shall together constitute 
but one and the same agreement.  In making proof of this Amendment it shall 
not be necessary to produce or account for more than one counterpart thereof 
signed by each of the parties hereto.


       By the signature hereto of each of the duly authorized officers, all of 
the parties hereto mutually covenant and agree as set forth herein.



                        Very truly yours,



                        CONGRESS FINANCIAL CORPORATION



                        By: /s/ Kenneth G. Donahue
                                Kenneth G. Donahue


                        Title: Assistant Vice President



AGREED AND ACCEPTED:



EMERSON RADIO CORP.



By: /s/ Eugene I. Davis    
        Eugene I. Davis


Title: President  



MAJEXCO IMPORTS, INC.



By: /s/ Eugene I. Davis    
        Eugene I. Davis


Title: President 


CONSENTED TO AND AGREED:

H.H. SCOTT, INC.
EMERSON COMPUTER CORP.
EMERSON TECHNOLOGIES AND
  DEVELOPMENT CORP.



By:/s/ Eugene I. Davis
       Eugene I. Davis

Title: President



EMERSON TECHNOLOGIES, L.P.



By:     EMERSON TECHNOLOGIES 
        AND DEVELOPMENTS CORP., 
        its general partner



        By:/s/ Eugene I. Davis
               Eugene I. Davis       



        Title: President 



EMERSON RADIO CANADA LTD.



        By:/s/ Eugene I. Davis
               Eugene I. Davis     



        Title: Executive Vice President 



EMERSON RADIO & TECHNOLOGIES N.V.



By: /s/ Eugene I. Davis     
        Eugene I. Davis


Title: Director