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            October 2, 1998
                            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 November 9,
1998: 48,621,815.

<PAGE>


                         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                  Six Months Ended
                                        October 2,      September 30,     October 2,      September 30,
                                             1998            1997             1998              1997


<S>                                     <C>               <C>               <C>             <C>     
Net revenues                            $ 46,762          $ 45,100          $105,888        $ 75,543
Costs  and expenses:

  Cost of  sales                          42,273            38,787            94,161          67,186
  Other  operating  costs  and expenses      897               637             2,163           1,503
  Selling, general & administrative
     expenses                              2,599             3,527             7,497           7,154
                                          ------            ------           -------          ------
                                          45,769            42,951           103,821          75,843
                                          ------            ------           -------          ------
Operating income (loss)                      993             2,149             2,067            (300)

Equity in earnings of Affiliate              348               528               791           1,037
Write-down of investment in Joint
  Venture                                  (185)               --               (370)            --
Interest expense, net                      (551)              (658)           (1,120)         (1,399)
                                           -----            ------         ---------           ------
Income (loss) before income taxes            605             2,019             1,368            (662)
Provision  for income taxes                   22               --                 21              41
                                          ------            ------         ---------        ---------
Net income (loss)                        $   583         $   2,019         $   1,347        $   (703)
                                         =======         =========         =========        =========
Net income (loss) per common share
      Basic                              $   .01         $     .06         $     .03        $   (.02)
                                         =======         =========         =========        =========
      Diluted                            $   .01         $     .04         $     .03        $   (.02)
                                         =======         =========         =========        =========
Weighted average number of
 common shares outstanding  
      Basic                               50,037            42,372            50,625          41,486
                                          ======            ======            ======          ======
      Diluted                             64,326            64,888            64,914          41,486
                                          ======            ======            ======          ======


The accompanying notes are an integral part of the interim consolidated financial statements.
</TABLE>

<TABLE>
<CAPTION>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                           (In thousands of dollars)


                                                                            October 2,     April 3,
                                                                              1998           1998
                           ASSETS                                         (Unaudited)
Current Assets:
<S>                                                                      <C>             <C>     
  Cash and cash equivalents                                              $   6,624       $  2,608
  Available for sale securities (net fair
     value adjustment of ($770) and $0,
              respectively)                                                  1,040             --
 
  Accounts receivable (net allowances of
    $5,862 and $4,884, respectively)                                         7,381          6,287
  Other receivables                                                          6,554          6,474
  Inventories                                                               11,472         11,375
  Prepaid expenses and other current assets                                  2,541          2,503
                                                                            ------         ------
    Total current assets                                                    35,612         29,247

Property and equipment - (net of
  accumulated depreciation and amortization
  of $3,069 and $3,152, respectively)                                        1,200          1,381
Investment in Affiliate and Joint Venture                                   18,357         17,522
Other assets                                                                 4,155          4,810
                                                                            ------         ------
    Total Assets                                                            59,324       $ 52,960
                                                                            ======       ========
             LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
  Notes payable                                                           $  5,134       $    --
  Current maturities of long-term debt                                          58            85
  Accounts payable and other current
    liabilities                                                             16,220        13,296
  Accrued sales returns                                                      5,552         4,511
  Income taxes payable                                                         109           191
                                                                            ------        ------
    Total current liabilities                                               27,073        18,083

Long-term debt, net of current maturities                                   20,750        20,750
Other non-current liabilities                                                  166           179

Shareholders' Equity:
  Preferred shares - 10,000,000
    shares authorized, 3,714 and 5,237
    shares issued and outstanding, respectively                              3,343         4,713
  Common shares - $.01 par value, 75,000,000
    shares authorized, 51,331,615 and 51,044,730
    shares issued; 48,701,015 and 51,044,730
    shares outstanding, respectively                                           513           510
  Treasury stock, at cost, 2,630,600 shares and 0
    shares respectively.                                                    (1,409)          --
  Capital in excess of par value                                           113,287       113,201
  Unrealized losses on securities                                             (770)          --
  Accumulated deficit                                                     (103,826)     (104,673)
  Cumulative translation adjustment                                            197           197
                                                                           -------      --------
  Total shareholders' equity                                                11,335        13,948
                                                                           -------      --------
  Total Liabilities and Shareholders' Equity                              $ 59,324     $  52,960
                                                                           =======      ========

     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 of dollars)

<CAPTION>

                                                                         Six Months Ended
                                                                  October 2,     September 30,
                                                                    1998              1997
Cash Flows from Operating Activities:

<S>                                                               <C>             <C>    
  Net cash provided by operating
    activities                                                    $  3,965         $  2,005
                                                                  --------          -------

Cash Flows from Investing Activities:

  Net cash provided (used) by investing
    activities.                                                     (1,854)              13
                                                                  --------          -------
Cash Flows from Financing Activities:

  Net borrowings (repayments) under line of
    credit facility                                                  5,134           (1,859)
  Other                                                             (3,229)             (73)
                                                                  --------           -------
 Net cash used by financing
    activities                                                       1,905           (1,932)
                                                                  --------           -------
Net increase in cash and cash equivalents                            4,016               86

Cash and cash equivalents at beginning
  of year                                                            2,608            2,640
                                                                   -------           -------
Cash and cash equivalents at end of period(a)                     $  6,624         $  2,726
                                                                   =======          =======
Supplemental disclosure of cash flow information:

  Interest paid                                                   $    551         $  1,399
                                                                   =======          =======
  Income taxes paid                                               $     12         $     31
                                                                   =======          =======

</TABLE>

(a) Includes  $1.4 million and $1.7 million as of October 2, 1998 and  September
30,  1997,  respectively,  of cash and cash  equivalents,  pledged to assure the
availability of certain letter of credit facilities.

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



<PAGE>

                      EMERSON RADIO CORP. AND SUBSIDIARIES
               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)
                 (In thousands, except earnings per share data)

NOTE 1 - BUSINESS

          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 Emerson Radio Corp.'s (the "Company" or
"Emerson") consolidated financial position as of October 2, 1998 and the results
of  operations  for the three and six month  periods  ended  October 2, 1998 and
September 30, 1997. 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 April 3, 1998 ("Fiscal  1998"),  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 and six month periods ended
October 2 1998 are not necessarily  indicative of the results of operations that
may be expected for the full year ending April 2, 1999 ("Fiscal 1999").

          Beginning in Fiscal 1998, the Company changed its financial  reporting
year to a 52/53 week year ending on the Friday closest to March 31. Accordingly,
the current fiscal year will end on April 2, 1999.  Such change in the Company's
financial  reporting  year  will not have a  material  effect  on the  Company's
results of operations.

          Certain   amounts  in  the  prior  period's   consolidated   financial
statements have been reclassified to conform to current periods presentation.


<PAGE>



NOTE 2 - EARNINGS (LOSS) 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 Six
                                             Months Ended                Months Ended
                                      October 2,    September 30,   October 2,     September 30,
                                        1998         1997              1998            1997
Numerator:

<S>                                   <C>           <C>             <C>             <C>      
Net income (loss)                     $   583       $  2,019        $ 1,347         $   (703)
Less: preferred
    stock dividends                       538            109            592              245
                                        -----          -----          -----          --------
Numerator for basic earnings per
    share - income available to
    common stockholders                    45          1,910            755             (948)
Added effect of assumed conversions:
  Interest on convertible debentures      441            441            882               --
  Preferred stock dividends                39            109             93               --
                                        -----          -----          -----            -------
  Numerator for diluted earnings
    (loss) per share                   $  525        $ 2,460        $ 1,730         $   (948)
                                       ======        =======        =======          ========
Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                             50,037         42,372         50,625           41,486
Effect of dilutive securities: 
  Convertible debentures                5,204          5,204          5,204               --
  Preferred shares                      9,085         17,312          9,085               --
                                       ------         ------          -----           -------
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                        64,326        64,888          64,914           41,486
                                      =======        ======          ======          ========
Basic earnings (loss) per share       $   .01       $   .06        $    .03         $   (.02)
                                      =======       =======        ========         =========
Diluted earnings (loss) per share     $   .01       $   .04        $    .03         $   (.02)
                                      =======       =======        =========         ========
</TABLE>

NOTE 3- CAPITAL STRUCTURE

          The  outstanding  capital  stock of the  Company  at  October  2, 1998
consisted  of  common  stock  and  Series A  convertible  preferred  stock.  The
preferred shares are convertible to common shares until March 31, 2002.

          During the quarter ended September 30, 1997,  1,434 shares of Series A
Preferred Stock were converted into 2,990,011 shares of common stock. There were
no  conversions  of Series A Preferred  Stock for the quarter  ended  October 2,
1998.  During August 1998,  the Company  repurchased  directly  1,423  preferred
shares. If all existing  outstanding  preferred shares were converted at October
2, 1998,  an estimated 9.1 million  additional  common shares would be issuable.
Dividends  for the preferred  stock  accrued and were payable  quarterly at a 7%
annual rate until March 31, 1997; dividend rates decline by 1.4% each succeeding
year until March 31, 2001 when no further  dividends  are payable.  The dividend
rates at  October  2, 1998 and  September  30,  1997  were  4.2% and 5.6%,  with
$762,000 and $615,000 of dividends in arrears respectively.

          At October 2, 1998,  the Company  had  outstanding  approximately  1.2
million options with exercise prices ranging from $1.00 to $1.10.  Approximately
737,000 outstanding  warrants are convertible into approximately  670,000 shares
of common stock at conversion prices ranging between $1.20 and $4.00.

          The Company also has outstanding $20.8 million of Senior  Subordinated
Convertible Debentures due in 2002. See "Note 8 - Long Term Debt."

NOTE 4 - INCOME TAXES

          Income tax  provisions  and benefits for the  quarterly  periods ended
October 2, 1998 and September 30, 1997 consist of taxes related to international
operations.  The Company does not recognize tax benefits for losses  incurred by
its domestic operations.

NOTE 5 - INVENTORY

          Inventories  are comprised  primarily of finished  goods.  Spare parts
inventories,  net of reserves,  aggregating  $281,000 and $384,000 at October 2,
1998 and April 3, 1998,  respectively,  are  included in "Prepaid  expenses  and
other current assets."

NOTE 6 - AVAILABLE-FOR-SALE SECURITIES

          Available-for-sale  securities  are  stated  at fair  value,  with the
unrealized gains and losses,  reported in a separate  component of shareholders'
equity.  Realized  gains  and  losses,  and  declines  in  value  judged  to  be
other-than-temporary are included in earnings.

          The following is a summary of available-for-sale  equity securities at
October 2, 1998 (in thousands):

                               Cost       Gross          Gross         Estimated
                                          Unrealized     Unrealized    Fair
                                          Gains          Losses        Value

Equity Securities             $1,810       $--            $770~        $1,040

NOTE 7 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

          The Company owns 2,274,500 (29% of the  outstanding)  shares of common
stock of Sport  Supply  Group,  Inc.  ("SSG")  which it  purchased in 1996 at an
aggregate cost of $15,728,000 or $ 6.92 per share. In addition, the Company owns
warrants to purchase an  additional  1 million  shares of SSG's common stock for
$7.50 per share  ("SSG  Warrants")  which the  Company  purchased  in 1996 at an
aggregate cost of $500,000 or $.50 per SSG warrant. If the Company exercises all
of the SSG  Warrants,  it will  beneficially  own  approximately  42% of the SSG
common shares.

          The  investment  in and results of operations of SSG are accounted for
by the equity method. In January 1997, SSG changed its financial  reporting year
end from October 31 to September 30. This change in accounting  period  resulted
in the Company now  recording  its share of SSG earnings on a concurrent  basis.
Previously,  the  Company  recorded  its share of SSG's  earnings on a two month
delay. The Company's  investment in SSG includes goodwill of $3,973,000 which is
being  amortized on a straight line basis over 40 years. At October 2, 1998, the
aggregate market value quoted on the New York Stock Exchange of Emerson's shares
of SSG common  shares was  approximately  $16.2  million.  Summarized  financial
information  derived from SSG's financial reports to the Securities and Exchange
Commission was as follows (in thousands):

                                   October   2,   1998            April 3, 1998
                                        (Audited)                   (Unaudited)
Current assets                        $   33,710                   $ 37,282
Property, plant and equipment 
  and other assets                        21,094                     19,878
Current liabilities                        8,465                      8,395
Long-term debt                             5,161                      7,498

                                                  (Unaudited)
                               For the 6 Months Ended     For the 6 Months Ended
                                    October 2, 1998          August 1, 1997

Net  sales                              $ 50,607                  $  51,536
Gross profit                              19,950                     20,239
Net income                                 2,994                      3,950

          In July 1997, the Company entered into a Management Services Agreement
with SSG,  under  which  SSG  provides  various  managerial  and  administrative
services to the Company.

NOTE 8 -LONG TERM DEBT

          As of October 2, 1998 and April 3, 1998  long-term  debt  consisted of
the following (in thousands of dollars): 

                                        October 2,               April 3,
                                          1998                     1998

8-1/2% Senior  Subordinated  Convertible  
  Debentures Due 2002                   $20,750                  $20,750 
Equipment notes and other                    58                       85 
                                         20,808                   20,835
                                        -------                   ------
Less current obligations                     58                       85
                                        -------                  -------
   Long term debt                       $20,750                  $20,750
                                        =======                  =======

<PAGE>

          The Senior Subordinated Convertible Debentures Due 2002 ("Debentures")
were  issued in August  1995,  bear  interest  at the rate of 8-1/2%  per annum,
payable quarterly, and mature on August 15, 2002. 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.  Beginning August 15, 1998 at the option of the Company,
the Debentures are redeemable in whole or in part at an initial redemption price
of 104% of principal,  decreasing by 1% per year 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 subsidiaries,  may incur. Each Debenture
holder has the right to cause the  Company to redeem the  Debentures  if certain
designated events (as defined) should occur.

Note 9 --LEGAL PROCEEDINGS

          The Company is involved in a number of legal proceedings and claims of
various types,  the most significant of which are described in "Part I - Item 3.
Legal Proceedings" of the Company's Form 10-K for the fiscal year ended April 3,
1998 and  "Part II --  Other  Information  Item 1.  Legal  Proceedings"  of this
Quarterly Report on Form 10-Q. While any such litigation  contains an element of
uncertainty,  management presently believes that the outcome of such proceedings
and claims 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

General

          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 fiscal  quarters  ending in September and December and receives the
largest amount of customer  returns in the fiscal  quarters  ending in March and
June.  Therefore,  the results of operations discussed below are not necessarily
indicative of the Company's  prospective annual results. The Company expects its
United States sales for the fiscal  quarter ended December 1998 to be lower than
the third fiscal quarter of Fiscal 1998 due to reduced product sales.

Results of Operations

          Net Revenues -  Consolidated  net revenues for the three and six month
periods ended October 2, 1998  increased  $1.7 million  (3.7%) and $30.3 million
(40.2%) as compared to the same  periods in the fiscal year ended March 31, 1998
("Fiscal 1998"), respectively.  The increase in revenues resulted primarily from
increases in unit sales of audio  products,  partially  offset by  reductions in
microwave ovens.  Additionally,  a significant reduction in returned product was
recorded in the current  period as compared to the same period in the prior year
resulting  from an  overall  more  restrictive  return  policy by the  Company's
customers. Revenues earned from the licensing of the "EMERSON" trademark were $1

<PAGE>

million and $1.6  million in the three and six month  periods  ended  October 2,
1998 as compared to $1.5  million and $2.5 million in the same periods in Fiscal
1998, respectively.

          Cost  of  Sales - Cost  of  Sales,  as a  percentage  of  consolidated
revenues,  was 90% and 89% for the three and six month  periods ended October 2,
1998  as  compared  to 86%  and  89%  for  the  same  periods  in  Fiscal  1998,
respectively.  The increase in cost of sales as a percent of sales for the three
month period  ended  October 2, 1998 as compared to the same period in the prior
fiscal year was primarily attributable to lower margins in audio products, and a
decrease in licensing revenues and marketing fees.

          The  Company's  gross  profit  margins   continue  to  be  subject  to
competitive  pressures  arising  from  pricing  strategies  associated  with the
category of the consumer  electronics market in which the Company competes.  The
Company's  products are generally placed in the low-to-medium  priced categories
of the market  which tend to be the most  competitive  and  generate  the lowest
profit  margins.  The  Company  believes  that  its  marketing  agreements,  its
licensing  agreements in the United States and various foreign countries and its
distribution  agreements  in  Canada,  Europe  and  parts  of Asia  will  have a
favorable impact on the Company's gross profit. The Company continues 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
continues to focus on its higher  margin  products and  continually  reviews new
products  that can generate  higher  margins than its current  business,  either
through license arrangements, acquisitions, joint ventures or on its own.

          Other  Operating  Costs  and  Expenses  - Other  operating  costs  and
expenses  increased  $260,000  and  $660,000 in the three and six month  periods
ended  October   2,1998  as  compared  to  the  same  periods  in  Fiscal  1998,
respectively,  primarily as a result of the Company's  return-to-vendor program.
Under the  return-to-vendor  program,  the Company,  by paying a fee, is able to
return  defective  product to its  suppliers  and,  to receive  in  exchange,  a
replacement unit.

          Selling,  General and Administrative  Expenses ("S,G&A") - S,G&A, as a
percentage  of revenues,  was 5.6% and 7.1% for the three and six month  periods
ended  October 2, 1998,  as  compared  to 7.8% and 9.5% for the same  periods in
Fiscal 1998,  respectively.  In absolute terms,  S,G&A decreased by $930,000 for
the three month period ended October 2, 1998, and for the six month period ended
October  2,1998  increased  by $340,000 as compared to the same period in Fiscal
1998. The decrease of $930,000 in S,G&A for the three month period was primarily
attributable to a decrease in advertising  costs and rent expense,  offset by an
increase in  professional  fees.  The  increase of $340,000 in S,G&A for the six
month period was primarily  attributable to increased  professional fees, offset
by a decrease in advertising costs and a decrease in the charges incurred in the
prior year for relocation costs of the Company's back office operations from New
Jersey to Texas.

          Operating  Income (Loss) - The Company  reported  operating  income of
$1.0  million  and $2.0  million for the three and six months  ended  October 2,
1998, as compared to operating  income of $2.1 million and an operating  loss of
$.3 million for the same periods in Fiscal 1998, respectively.  Operating income
for the three month period ended  October  2,1998 as compared to the same period
in the prior year

<PAGE>

is lower by $1.1  million  mainly due to a higher  cost of sales in the  current
period,  offset by a reduction in S,G&A expenses.  Operating  income for the six
month period  ended  October 2, 1998 as compared to the same period in the prior
year is  higher  by $2.3  million  primarily  due to a  higher  revenue  base of
approximately $30 million.
 
          Equity In Earnings Of  Unconsolidated  Affiliate - The Company's share
in the  earnings of SSG  amounted to $348,000  and $791,000 in the three and six
month periods ended October  2,1998 as compared to $528,000 and $1.0 million for
the same periods in the prior Fiscal year, respectively.

          Interest Expense - Interest expense decreased by $107,000 and $279,000
in the three and six month periods ended October 2, 1998 as compared to the same
periods  in Fiscal  1998,  respectively.  The  decrease  was  attributable  to a
significant  reduction in short term average  borrowings.  The decrease in short
term borrowings was due to a reduction in working capital requirements.

          Net  Earnings  (Loss)  - As a result  of the  foregoing  factors,  the
Company  generated net earnings of $583,000 and $1,347,000 for the three and six
month  periods  ended October 2, 1998, as compared to net earnings of $2,019,000
and a net loss of $703,000 for the same periods in Fiscal 1998, respectively.

Liquidity and Capital Resources

          Net cash provided by operating activities was $4.0 million for the six
months  ended  October 2, 1998.  Cash was  provided  primarily by an increase in
accounts  payable,  increased  borrowings,  partially  offset by an  increase in
accounts receivable, combined with increased profitability of the Company.

          Net cash utilized by investing activities was $1.9 million for the six
months ended October 2, 1998.

          In the six  months  ended  October 2, 1998,  the  Company's  financing
activities  provided $1.9 million of cash. The Company  increased its borrowings
under its U.S. line of credit facility by $5.1 million and utilized $3.2 million
for the  purchase  of the  Company's  preferred  and common  stock to be held in
treasury.

          The Company  maintains an asset-based  $10 million U.S. line of credit
facility.  In addition,  the Company  maintains 2 credit  facilities with a Hong
Kong based bank:  a $4.2  million  letter of credit  facility  and a $25 million
back-to-back  letter of credit facility.  At October 2, 1998, there was $315,000
and $18.0 million of letters of credit outstanding under the $4.2 million letter
of credit facility and the $25 million letter of credit facility, respectively.

          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.  However, the
adequacy  of future  cash flow from  operations  is  dependent  upon the Company
achieving its operating plan.

          As of October 2, 1998 the  Company  had no  material  commitments  for
capital expenditures.

<PAGE>

Inflation and Foreign Currency

          Neither inflation nor currency  fluctuations had a significant  effect
on the  Company's  results of  operations  during the first six months of Fiscal
1999. 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 Company purchases virtually all of its products from
manufacturers  located in various Asian countries.  The economic crises in these
countries and its related impact on their financial markets has not impacted the
Company's ability to purchase product.  Should these crises continue, they could
have a material  adverse  effect on the  Company  by  inhibiting  the  Company's
relationship with its suppliers and its ability to acquire products for resale.

Year 2000

          The  Company  has in place  detailed  programs  to  address  Year 2000
readiness in its internal  computer systems and its key customers and suppliers.
The Company's  Year 2000  readiness  team  includes both internal  personnel and
external  consultants.  The team's  activities are designed to ensure that there
will be no material  adverse  effects on the Company's  business  operations and
that transactions with customers,  suppliers, and financial institutions will be
fully  supported.  The specific  costs of  achieving  Year 2000  compliance  are
expected to be $300,000,  of which  approximately  $100,000 has been expended to
date.

          The Company has  converted a  significant  portion of its  operational
software,  with testing  scheduled to take place in the last quarter of calendar
year  1998.  The  balance of the  Company's  software  is to be updated  from an
outside vendor,  which the Company expects to take place in the first quarter of
Calendar 1999. The Company  expects that all critical  systems will be compliant
by June 1999 and fully  tested by  September  1999.  The  Company is also in the
process of ensuring  that its  significant  suppliers,  customers  and financial
institutions have appropriate plans to ensure that they are Year 2000 compliant.
Risk  assessment,  readiness  evaluation,  action  plans and  contingency  plans
related to third  parties are expected to be completed  during the first half of
Calendar 1999.

          While the  Company  believes  its  planning  efforts  are  adequate to
address its Year 2000  concerns,  there can be no  guarantee  that all  internal
systems,  as well as those of third parties on which the company relies, will be
converted on a timely basis and will not have a material affect on the Company's
operations.

Recent Pronouncements of the Financial Accounting Standards Board

          Recent  pronouncements  to the Financial  Accounting  Standards  Board
("FASB")  that are not  required  to be adopted  (and that the  Company  has not
adopted as of October 2, 1998),  include the  following  Statements of Financial
Accounting Standards ("SFAS"):

          SFAS No. 130, "Reporting  Comprehensive Income," establishes standards
for reporting and display of comprehensive  income (all changes in equity during
a period except those resulting from investments by and distributions to owners)
and its components in the financial statements. This new standard, which will be

<PAGE>

effective for the Company's April 2, 1999 financial statements, is not currently
anticipated to have a significant impact on the Company's  financial  statements
based on the current financial structure and operations of the Company.

          SFAS No. 131,  "Disclosure about Segments of an Enterprise and Related
Information,"  which  will  be  effective  for  the  Company  for  Fiscal  1999,
establishes  standards for reporting information about operating segments in the
annual financial  statements,  selected  information about operating segments in
interim   financial   reports  and  disclosures  about  products  and  services,
geographic areas and major customers.  This new standard requires the Company to
report financial information on the basis that is used internally for evaluating
segment  performance and deciding how to allocate  resources to segments,  which
may result in more detailed  information in the notes to the Company's financial
statements  than is  currently  required and  provided.  The Company has not yet
determined the effects, if any, of implementing SFAS No. 131 on its reporting of
financial information.

          SFAS  No.  132,   "Employers   Disclosures  about  Pension  and  other
Postretirement   Benefits,"   revises   disclosures   about  pension  and  other
postretirement  benefit plans.  This new standard,  standardizes  the disclosure
requirements  for  pension  and  other  postretirement  benefits  to the  extent
practicable  and  requires  additional  information  on changes  in the  benefit
obligations  and fair  values  of plan  assets  that will  facilitate  financial
analysis.  This new standard,  which will be effective for Fiscal 1999, will not
have a significant  impact on the Company's  financial  statements  based on the
current financial structure and operations of the Company.

          SFAS No. 133,  "Accounting  for Derivative  Instructments  and Hedging
Activities,"   which  will  be  effective  for  the  Company  for  Fiscal  2000,
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded  in other  contracts,  and
hedging  activities.  The Company has not yet determined the effects, if any, of
implementing SFAS No. 133 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",  "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 Company to continue
selling products to its largest customers whose net revenues represented 58% and
16% of Fiscal 1998 net revenues;  (ii)  competitive  factors such as competitive
pricing  strategies  utilized by  retailers  in the  domestic  marketplace  that
negatively  impacts  product gross margins;  (iii) the ability of the Company to
maintain its suppliers,  primarily all of whom are located in the Far East; (iv)
the  Company's  ability to replace the  licensing  income from the Supplier with
commission  revenues  from  Daewoo;  (v) the 

<PAGE>

outcome of litigation;  (vi) the  availability of sufficient  capital to finance
the Company's  operating plans;  (vii) the ability of the Company to comply with
the  restrictions  imposed upon it by its outstanding  indebtedness;  (viii) the
effect of the worldwide  volatility  in the financial  markets and the Company's
securities that are being held as available-for-sale;  and (ix) general economic
conditions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


                      EMERSON RADIO CORP. AND SUBSIDIARIES

                           PART II OTHER INFORMATION


ITEM 1.  Legal Proceedings.
 
          During July 1998,  testimony  concluded  on the  Creditors'  motion to
          terminate  the  Settlement  Agreement in the Stelling  litigation.  No
          decision has been rendered by the Court.

          In August 1998, the Company  voluntarily  dismissed with prejudice its
          lawsuit against Grace Brothers, Ltd.

          On  September  22,1998,  Connecticut  General Life  Insurance  Company
          (CGLIC) filed suit against the Company in the United  States  District
          Court,  for the  District  of New  Jersey,  alleging  that the Company
          entered into an insurance agreement and failed to honor its obligation
          as stated in the agreement.  CGLIC is seeking damages in the amount of
          $785,890.  While the  outcome  of this  action is not  certain at this
          time, the Company believes it has meritorious defenses.

          For  further   information  on  the  Stelling   litigation  and  other
          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.

          In August 1998,  the Company  repurchased  and retired 1,423 shares of
          its outstanding Series A Preferred Stock.

          During  the  quarter  ended  October  2,  1998 the  Company  purchased
          2,364,100  shares of its common  stock that is being held as  treasury
          stock.

ITEM 3.  Default Upon Senior Securities.

         (a)      None

         (b)      None

<PAGE>

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

         Not Applicable.

ITEM 5.  Other Information.

         (a)      None

ITEM 6.  Exhibits and Reports on Form 8-K.
 
         (a)     Exhibits:

          (10)(a) Amendment No. 8 to Financing Agreements,  dated as of November
          13, 1998.*

          (10)(b)  Third Lease  Modification  made the 26 day of  October,  1998
          between Hartz Mountain Parsippany and Emerson.*

          (10)(c)   Purchasing   Agreement,   dated  June  30,   1998,   between
          AFG-Elektronik GmbH and Emerson Radio International Ltd.*

          (27) Financial Data Schedule for quarter ended October 2, 1998.*

          (b) Reports on Form 8-K - During the three month period ended  October
          2, 1998,  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:    November 13, 1998                 /s/ Geoffrey P. Jurick
                                           Geoffrey P. Jurick
                                           Chairman, Chief Executive Officer and
                                           President
 


Date:    November 13, 1998                 /s/ John P. Walker
                                           John P. Walker
                                           Executive Vice President and
                                           Chief Financial Officer