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 July 2, 1999

                             or

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

For the transition period from       to

Commission file number  0-25226

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

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

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

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


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

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

  Indicate  the number of shares outstanding of common stock as  of
August  5, 1999: 47,828,215.

                   PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

<CAPTION>
                                       Three Months Ended
                                      July 2,      July 3,
                                       1999         1998

<S>                                 <C>           <C>
Net revenues                        $ 43,447      $59,126

  Costs and expenses:

    Cost of sales                     38,271       51,888
    Other operating costs and
      expenses                           773        1,266
    Selling, general &
      administrative expenses          3,864        4,898

                                      42,908       58,052

Operating income                         539        1,074

Equity in earnings of Affiliate          459          443
Write-down of investment                  --         (185)
Interest expense, net                   (574)        (569)

Income before income taxes               424          763

Provision (benefit) for income
    taxes                                  9           (1)

Net income                          $    415     $    764

Net income per common share

  Basic                             $    .01     $    .01
  Diluted                           $    .01     $    .01

Weighted average shares
  outstanding

  Basic                               47,828      51,220
  Diluted                             55,197      64,253

</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)
<CAPTION>
                                            July 2,     April 2,
                                             1999         1999
                                          (Unaudited)
                 ASSETS

Current Assets:
  <S>                                     <C>           <C>
  Cash and cash equivalents               $    1,469    $ 3,100
  Available for sale securities (net of
     fair value adjustment of $1,545
     and $1,298, respectively)                   490        738
  Accounts receivable (less allowances
     of $4,109 and $3,907, respectively)       4,797      5,143
  Other receivables                            6,644      6,782
  Inventories                                 13,863     11,608
  Prepaid expenses and other current
     assets                                    1,929      2,839
           Total current assets               29,192     30,210

Property and equipment - (net of
    accumulated depreciation and
    amortization of $2,913 and
    $2,777, respectively)                      1,212      1,211
Investment in Affiliates and Joint
    Venture                                   19,974     19,525
Other assets                                   2,970      3,449
           Total Assets                     $ 53,348   $ 54,395

  LIABILITIES AND SHAREHOLDER'S EQUITY
Current Liabilities:
  Notes payable                             $  2,825   $  2,216
  Current maturities of long-term debt            47         50
  Accounts payable and other current
    Liabilities                               15,156     16,759
  Accrued sales returns                        4,004      3,926
  Income taxes payable                           152        400
           Total current liabilities          22,184     23,351

Long-term debt, less current maturities       20,750     20,750
Other non-current liabilities                     76         97

Shareholders' Equity:
  Preferred shares - 10,000,000
    shares authorized, 3,714
    shares issued and outstanding              3,343      3,343
  Common shares - $.01 par value,
    75,000,000 shares authorized,
    51,331,615 shares issued;
    47,828,215 shares outstanding                513        513
  Capital in excess of par value             113,288    113,288
  Cumulative translation adjustment              (78)       (78)
  Unrealized loss on marketable
    securities                                  (248)        --
  Accumulated deficit                       (104,573)  (104,962)
  Treasury stock, at cost 3,503,400
    shares                                    (1,907)    (1,907)
          Total shareholders' equity          10,338     10,197
          Total Liabilities and
              Shareholders'Equity          $  53,348  $  54,395

</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)
<CAPTION>
                                         Three Months Ended
                                          July 2,   July 3,
                                           1999      1998

Cash Flows from Operating Activities:

  <S>                                    <C>        <C>
  Net cash (used) provided by operating
     activities                          $(1,805)   $2,521

Cash Flows from Investing Activities:

  Net cash used by investing
    activities                              (385)      (44)

Cash Flows from Financing Activities:

  Net cash provided by financing
    activities                               559       534

Net increase (decrease) in cash and
    cash equivalents                      (1,631)    3,011

Cash and cash equivalents at beginning
    of year                                3,100     1,608

Cash and cash equivalents at end of
   period                                 $1,469    $4,619

Supplemental disclosure of cash flow
   information:

  Interest paid                           $  530      $532

  Income taxes paid                       $   11      $ 32

</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 - 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 July 2, 1999 and the results of operations
for  the  quarters  ended July 2, 1999 and July 3, 1998.  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  2,  1999 ("Fiscal 1999"),
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 quarter
ended July 2, 1999 are not necessarily indicative  of  the  results
of operations that may be expected  for  any  other interim period
or for the full year ending March 31, 2000 ("Fiscal 2000").

      The management of the Company considers the Company to have
one reportable segment,  consumer  electronics, and assesses
performance on  a  single  segment basis.

      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 March
31, 2000.  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 the current period's
presentation.

NOTE 2 - COMPREHENSIVE INCOME

     The Company's total comprehensive income for the three months
ended July 2, 1999 and July 3, 1998 are as follows (in thousands):

<TABLE>
                                      Three Months Ended
                                       July 2     July 3,
                                       1999        1998

<S>                                    <C>        <C>
Net Income                             $  415     $  764

Unrealized losses on securities,
   net                                   (248)       ---

Comprehensive Income                   $  167     $  764

</TABLE>

NOTE 3 - EARNINGS PER SHARE

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

<TABLE>
                                                For the Three
                                                Months Ended
                                          July 2,         July 3,
                                           1999            1998

Numerator:
<S>                                       <C>             <C>
Net income                                $   415         $   764
Less:  preferred stock dividends               26              54
Numerator for basic earnings per
    share - income available to
    common stockholders                       389             710
Add back to effect assumed conversions:
  Preferred stock dividends                    26              54
  Numerator for diluted earnings
    per share                              $  415         $   764

Denominator:
Denominator for basic earnings
    per share - weighted average
    shares                                 47,828          51,220
Effect of dilutive securities:
  Preferred shares                          7,369          13,033
Denominator for diluted earnings
    per share - adjusted weighted
    average shares and assumed
    conversions                             55,197         64,253
Basic earnings per share                   $   .01        $   .01
Diluted earnings per share                 $   .01        $   .01

</TABLE>

NOTE 4- CAPITAL STRUCTURE

      The outstanding capital stock of the Company at July 2, 1999
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 July 3, 1998, 100 shares of Series
A  Preferred Stock were  converted  into  286,885 shares of
common  stock.  There  were  no conversions of Series A Preferred
Stock for the quarter ended July 2,  1999.  If all existing outstanding
preferred shares were converted at July 2,  1999, an estimated
7.7 million additional common shares would be issuable. The
dividend rates on the Series A Preferred Stock at July 2, 1999 and
July 3, 1998 were 2.8% and  4.2%, with $879,000 and
$801,000 of dividends in arrears, respectively. The dividend rate
declines by 1.4% each succeeding year until March 31, 2001 when no
further dividends are payable.

      At  July  2,  1999, the Company had outstanding approximately
1.2  million options  with exercise prices ranging from $1.00 to
$1.10. Approximately 986,000 outstanding warrants are convertible
into approximately 986,000 shares of common stock at conversion
prices ranging between $1.20 to $4.00.

      The  Company  also has outstanding approximately $20.8 million
of  Senior Subordinated Convertible Debentures due in 2002. See
"Note 9 - Long  Term  Debt" and "Note 11 - Subsequent Event".

NOTE 5 - INCOME TAXES

      Income tax provisions and benefits for the quarterly periods
ended July 2, 1999 and July 3, 1998 consist of taxes related to
international operations.  The Company  does  not recognize tax
benefits for losses incurred  by  its  domestic operations.

NOTE 6 - INVENTORY

      Inventories are comprised primarily of finished goods which
are stated  at the lower of cost (first-in, first-out) or market.

NOTE 7 - 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 July 2, 1999 (in thousands):

<TABLE>
                                  Gross       Gross       Estimate
                                Unrealized   Unrealized     Fair
                      Cost        Gains         Losses     Value

<S>                   <C>       <C>          <C>          <C>
Equity Securities     $2,036    $--          $1,546       $490

</TABLE>

As of July 3, 1998 there were no securities held as available-for-sale.

NOTE 8 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

      The Company owns 2,269,500 (31% 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.  In
addition, the Company owns warrants also purchased  by it  in  1996
for $500,000 to purchase an additional 1 million shares of  SSG  at
$7.50  per  share ("SSG Warrants").  If the Company exercises  all
of  the  SSG Warrants,  it will beneficially own approximately 40%
of the SSG common  shares. Effective  March 1997, the Company entered into a
Management Services  Agreement with  SSG,  under  which  SSG
provides various  managerial  and  administrative services to the
Company.

     The investment in and results of operations of SSG are
accounted for by the equity  method. The Company's investment in SSG
includes goodwill of  $6,530,000 which is  being amortized on
a straight line basis over 40 years.  At  July  2, 1999,
the aggregate market value quoted on the New York Stock
Exchange  of  SSG common  shares  equivalent in number to those
owned by Emerson was approximately $23  million.
Summarized financial information derived  from  SSG's  financial
reports to the Securities and Exchange Commission was as follows (in
thousands):

<TABLE>
                                               (Unaudited)
                                    July 2, 1999        April 2, 1999

<S>                                 <C>                 <C>
Current assets                      $ 41,808            $ 44,322
Property, plant and equipment
   and other assets                   30,832              30,252
Current liabilities                   14,068              14,965
Long-term debt                        16,063              19,045
Stockholders' Equity                  42,510              40,563

</TABLE>

<TABLE>

                                              (Unaudited)
                                    For the 3 Months    For the 3 Months
                                       Ended                Ended
                                    July 2, 1999        July 3, 1998

<S>                                 <C>                 <C>
Net sales                           $ 26,310            $ 25,340
Gross profit                          10,717               9,840
Net income                             1,759               1,739

</TABLE>

See "Note 11 - Subsequent Event".

NOTE 9 - LONG-TERM DEBT

      As  of  July  2,  1999 and April 2, 1999 long-term debt
consisted  of  the following in (thousands of dollars):


<TABLE>
                                        July 2      April 2
                                          1999       1999

<S>                                     <C>         <C>
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002                   $20,750     $20,750
Equipment notes and other                    47          50
                                         20,797      20,835

Less current obligations                     47          50
  Long term debt                        $20,750     $20,750

</TABLE>

     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.  See "Note
11 - Subsequent Event".

NOTE 10 - 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 2, 1999  and  "Part
II  --  Other Information Item 1. Legal Proceedings"  of  this
Quarterly  Report on Form 10-Q, and Form 8-K dated August 6,  1999.
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.

Note 11 - SUBSEQUENT EVENT

      On  August  3,  1999,  the Company and Geoffrey P. Jurick,
the  Company's Chairman  of  the Board, Chief Executive Officer and
President, entered  into  a letter  of  intent  with Oaktree Capital
Management Corp.  and  certain  of  its affiliated  entities
("Oaktree").  The letter of intent sets  forth  a  proposed series
of transactions which, if consummated, would result in the
following:

 .    The Company would sell its entire ownership in SSG to Oaktree.
     Under the terms  of  the letter of intent, Oaktree would purchase from
     Emerson 2,269,500 shares of SSG common stock and warrants to
     purchase one million shares  for  a purchase price consisting of
     $15 million in cash, the surrender of approximately $13.9 million
     face amount of Emerson's convertible debentures presently owned by
     Oaktree  and  an  exit consent amending certain provisions of  the
     indenture governing the Company's convertible debentures.

 .    The  Company  would  purchase up to $23 million of its
     outstanding  common stock through a self-tender offer at a price of
     not less than $1.00 per share. The  $15  million cash proceeds from
     the sale of the SSG securities  would  be utilized by Emerson
     to fund, in part, a partial tender offer.  The remainder of the
     $23 million would come from additional borrowings.

 .    The  resolution of litigation between Mr. Jurick, Emerson's
     Chairman and largest shareholder, and certain of his creditors.
     Pursuant to the terms of the letter of intent and an option
     agreement, Oaktree would acquire all claims held by certain
     creditors of Mr. Jurick  for $20 million.  The claims to be
     acquired by  Oaktree have been the subject of litigation in
     the U.S. District Court for the District of New Jersey.  Under
     the terms of the transactions, Mr. Jurick would  use amounts
     received by him pursuant to Emerson's  selftender, together with
     certain  other  funds,  to acquire those claims  from Oaktree,
     thereby eliminating the need for him to sell his Emerson shares.
     Subject to approval by SSG's Board,  Mr. Jurick also intends to
     assign options to acquire 300,000  shares of SSG's common stock
     to Oaktree.

Completion  of  the  transaction  described  is  contingent  upon  a
number  of conditions being satisfied.

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 results for any subsequent
periods or for  the  year ending  March  31,  2000. The Company
expects its United States  sales  for  the quarter  ended  October
1, 1999 to increase as compared  to  the  quarter  ended October 2,
1998 due to increased product sales.

RESULTS OF OPERATIONS

      NET  REVENUES   Consolidated net revenues for the three month
period ended July  2,  1999  decreased $15.7 million (26.5%) as
compared to the  same  period ended  July  3,  1998.  The  decrease
in net revenues  resulted  primarily  from decreased  unit sales of
audio products and  microwave ovens, partially  offset by  the
introduction of the Digital Video Disc (DVD) product line.  The
decline in audio products was primarily attributable to a one-time
sale of an audio unit in  the  quarter ended July 2, 1998. Revenues
earned from the licensing  of  the Emerson  and  G-Clef  trademark
were $704,000 and $613,000 in  the  three  month period ended July
2,1999 and July 3,1998, respectively.

      The  Company  reports  royalty and commission  revenues
earned  from  its licensing  arrangements, covering various products
and territories, in  lieu  of reporting the full dollar value of
such sales and associated costs.

      COST  OF  SALES    Cost  of Sales, as a percentage  of
consolidated net revenues for both periods was 88%.

      OTHER  OPERATING COSTS AND EXPENSES   Other operating costs
and  expenses decreased  $493,000 for the three months ended July 2,
1999 as compared  to  the same  period in  Fiscal 1999, primarily as
a result of reduced handling  charges on returns.

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES ("S,G&A") S,G&A
decreased  by $1.0  million  in the period ended July 2, 1999 as
compared to the  same  period last  year.  The decrease was
primarily attributable to a reduction  in  charges related  to  bad
debts,  partially  offset  by  an  increase  in  salaries  and
professional fees.

       EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE   The
Company's 31%  share in  the  earnings of SSG amounted to $459,000
for the three month  period  ended July 2, 1999 as compared to
$443,000 for the same period in the prior year.

      WRITE-DOWN OF INVESTMENT   Write-down for the three months
ended  July  3, 1998  consisted  of  a  charge  of $185,000 for  the
write-down  of  a  foreign investment.

      INTEREST  EXPENSE   Interest expense was substantially
unchanged  for  the three  months  ended July 2, 1999 as compared
to the same period  in the  prior year.

      NET  INCOME   As a result of the foregoing factors, the
Company   recorded net  income of $415,000 for the three months
ended July 2, 1999, as compared  to $764,000 for the three months
ended July 3, 1998.

     LIQUIDITY AND CAPITAL RESOURCES

       Net  cash  used by operating activities was $1.8 million  for
the  three months  ended July 2, 1999.  Cash was utilized primarily
to increase  inventory. This  was done in anticipation of a possible
longshoremen strike that could have materially  and adversely affected
the Company's ability to import  product.   A tentative contract was
approved in July with the longshoremen's union ending the possibility of a
strike.

      In the three months ended July 2, 1999, the Company's
financing activities provided  $559,000 of cash. The Company
increased its borrowings under  its  $10 million U.S. line of credit
facility from $2.2 million at April 2, 1999 to  $2.8 million  at
July 2, 1999.  The Company maintains two credit facilities  with  a
Hong Kong based bank: a $3.5 million letter of credit facility and a
$25 million back-to-back letter of credit facility.  At July 2,
1999, there was $3.2 million and  $17.0  million, respectively, of
letters of credit outstanding under  these facilities.

      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. The Company's proposed  sale  of  its
ownership interest  in  SSG  would  initially  reduce  its  existing
long-term  debt by approximately  $13.9  million. However, the Company  would
need  an additional facility of approximately $8 million to fund the $23
million partial self-tender for  its own shares of stock, resulting
in a net reduction of approximately $5.9 million of indebtedness.
See "Note 11 - Subsequent Event".

      As  of  July  2, 1999 the Company had no material commitments
for  capital expenditures.

INFLATION AND FOREIGN CURRENCY

     Neither inflation nor currency fluctuations had a significant
effect on the Company's  results of operations during the first
quarter of  Fiscal  2000.  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.
These countries are  emerging from  an  economic and financial market crisis
that, to date, has not  adversely affected  the  Company's ability to
purchase product.  If the economic  recovery currently  in progress
should reverse its trend, it could adversely  affect  the Company's
relationship with its suppliers and its ability to acquire
products. Additional financial turmoil in the South American
economies may have an adverse impact on the Company's South American
licensee.

YEAR 2000

      The  Year  2000  issue  is primarily the result of  computer
programs  or databases  using a two-digit format, as opposed to four
digits, to  represent  a calendar  year.   Some  computer systems
will be unable to  correctly  interpret dates beyond the year 1999,
which could cause a system failure or other computer errors,
leading to a disruption in the operation or accuracy of  such
systems. The  Company has undertaken a company-wide study and
testing program  to  locate and  cure any Year 2000 issues in the
products or systems on which it relies and in  the  products it
offers for sale. The Company has completed  the  Year  2000 project
and is Year 2000 compliant. The specific costs of achieving  Year
2000 compliance  was  approximately $500,000.  The Company has been
working  jointly with  strategic vendors and business partners to
identify any Year  2000  issues that  may  impact  the  Company.
The Company anticipates  that  evaluation  and corrective  actions,
if any, will be ongoing throughout  1999.  To date,  the
Company  has  not identified any such problems requiring corrective
action  that will result in a material adverse impact on the
Company.  However, there can  be no  assurance  that  the  companies
with which the Company  does  business  will achieve Year 2000
compliance in a timely fashion, or that such failure to comply by
another company will not have a material adverse effect on the
Company.  The Company  believes the products it currently offers for
sale or license  are  all Year  2000 compliant, and that the cost to
remediate any previously sold product that  is not Year 2000
compliant will not be material.  The Company has incurred and  will
incur internal but not incremental staff costs related to  the
above initiative.

      Based on the assessment effort to date, the Company does not
believe  that the  Year  2000  issue  will have a material adverse
effect  on  its  financial condition,  results  of operations, or
cash flows.  This represents  a  forward looking  statement under
the Private Securities Litigation Reform Act  of  1995. Actual
results  could  differ  materially  from  the  Company's   belief
and expectations,  which  are  based on certain assumptions  and
expectations  that ultimately  may prove to be inaccurate.
Potential sources of risk  include  (a) the  inability of principal
suppliers to be Year 2000 ready, which could  result in  delays  in
product deliveries from such suppliers;  (b) disruption  of  the
distribution  channel, including transportation vendors; (c)
customer  problems that  could affect revenue demand; and  (d)
undiscovered issues related to  Year 2000  compatibility which could
have a material adverse impact. The  Company's Year  2000 assessment
is ongoing and the consideration of contingency plans will
continue  to be evaluated as new information becomes available.
At this  stage, however,  the  Company  has not developed a
comprehensive  contingency  plan  to address  situations
that may result if any of the third parties upon  which  the Company
is dependent is unable to achieve Year 2000 compliance.  The  need
for such a contingency plan will be evaluated throughout 1999.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

       SFAS   No.  133,  "Accounting  for  Derivative  Instruments
and  Hedging Activities,"  which  will  be  effective  for  the
Company  for  Fiscal   2001, 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 52%
and 24%  of  Fiscal 1999 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  outcome  of litigation; (v) the ability of the Company to
comply  with  the restrictions imposed upon it by its outstanding
indebtedness; (vi) the Year 2000 Issue  (as  described above); (vii)
general economic conditions; and (viii)  the ability  of the Company
to execute its proposed plan involving the sale  of  its ownership
interest in SSG and the partial self-tender for the Company's
shares of common stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Not material.

                      PART II OTHER INFORMATION

ITEM 1.   Legal Proceedings.

          In June 1999, the Hong Kong Inland Revenue Department (the
          "IRD") accepted  the  Company's proposed compromise offer
          in  which  the Company and the IRD settled, without
          prejudice, an assessment  of $858,000 for the amount of
          $256,000.  This assessment related  to the  Fiscal  1993
          to  Fiscal 1998 tax years  and asserted  that certain
          revenues reported as non-taxable by Emerson Radio
          (Hong Kong) Ltd. were subject to a profits tax.

          For  further information on litigation to which the
          Company is  a party,  reference is made to Part 1 Item-3-
          Legal  Proceedings  in the Company's most recent annual
          report on Form 10-K, and on Form 8-K dated August 6, 1999.

ITEM 2.   Changes in Securities and Use of Proceeds.

          None.

ITEM 3.   Default Upon Senior Securities.

               (a)  None

               (b)  None

ITEM 4.   Submission of Matters to a Vote of

Security Holders.

               Not Applicable.

ITEM 5.   Other Information.

               (a)  None

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

               (a)  Exhibits:

(27)      Financial Data Schedule for quarter ended July 2, 1999.*
          (b)  Reports on Form 8-K - Current report on Form 8-K
          dated August  6, 1999,  reporting a letter of intent to
          resolve certain litigation  and ownership issues.


*Filed herewith.


                             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 11, 1999        /s/ Geoffrey P. Jurick
                              Geoffrey P. Jurick
                              Chairman, Chief Executive Officer and
                              President



Date:  August 11, 1999        /s/   John P. Walker
                              John P. Walker
                              Executive Vice President and
                              Chief Financial Officer