SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C 20549
                             
                                   FORM 10-Q/A
                                (Amendment No. 1)
(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 3, 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 July 27, 1998:
50,772,615.


      The  undersigned  registrant hereby amends the following
items,  financial statements,  exhibits or other portions of its
Quarterly  Report  on  Form  10-Q pursuant  to  the  Securities and
Exchange Act of  1934,  as  amended,  for  the quarterly period
ended July 3, 1998, as set forth in the pages attached  hereto:
Part I, Item 1 and Part II, Item 6, as they pertain to earnings per
share data.
                  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 3,        June 30,
                                            1998            1997

<S>                                       <C>            <C>
NET REVENUES                              $59,126        $30,443

Costs and expenses:

   Cost of sales                           51,888         28,399
   Other operating costs and expenses       1,266            866
   Selling, general & administrative
     expenses                               5,083          3,627

                                           58,237         32,892

OPERATING INCOME (LOSS)                       889         (2,449)

Equity in earnings of Affiliate               443            509

Interest expense, net                        (569)          (741)

INCOME (LOSS) BEFORE INCOME TAXES             763         (2,681)

Provision (benefit) for income taxes           (1)            41

NET INCOME (LOSS)                        $    764        $(2,722)

NET INCOME (LOSS) PER COMMON SHARE

        Basic                           $     .01     $     (.07)
        Diluted                         $     .01     $     (.07)

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING

        Basic                              51,220         40,592
        Diluted                            64,253         40,592

</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>
                                             July 3,      April 3,
                                              1998         1998
                    ASSETS                 (Unaudited)
Current Assets:
   <S>                                      <C>           <C>
   Cash and cash equivalents                $   5,619     $  2,608
   Accounts receivable (net allowances of
     $5,822 and $4,884, respectively)           3,000        5,247
   Other receivables                            6,452        6,474
   Inventories                                 11,148       11,375
   Prepaid expenses and other current assets    1,852        2,503
           TOTAL   CURRENT  ASSETS             28,071       28,207

Property and equipment - (net of
  accumulated depreciation and amortization
  of $3,310 and $3,152, respectively)           1,240        1,381
Investment in Affiliate and Joint Venture      18,009       17,522
Other assets                                    4,644        4,810
           TOTAL ASSETS                      $ 51,964     $ 51,920

              LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Notes payable                             $    683     $     --
   Current maturities of long-term debt            62           85
   Accounts payable and other current
     liabilities                               10,527       12,256
   Accrued sales returns                        5,086        4,511
   Income taxes payable                           168          191
           TOTAL CURRENT LIABILITIES           16,526       17,043

Long-term debt, net of current maturities      20,750       20,750
Other non-current liabilities                     175          179

Shareholders' Equity:
   Preferred shares - 10,000,000
     shares authorized, 5,137 and 5,237
     shares issued and outstanding, 
     respectively                               4,623        4,713
   Common shares - $.01 par value, 75,000,000
     shares authorized, 51,331,615 and
     51,044,730 shares issued; 51,065,115
     and 51,044,730 shares outstanding,
     respectively                                 513          510
   Treasury stock, at cost, 266,500 shares 
     and 0 shares respectively.                  (145)          --
   Capital in excess of par value             113,293      113,201
   Accumulated deficit                       (103,963)    (104,673)
   Cumulative translation adjustment              192          197
   TOTAL SHAREHOLDERS' EQUITY                  14,513       13,948
   TOTAL LIABILITIES AND SHAREHOLDERS'
      EQUITY                                $  51,964    $  51,920

</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
                                         July 3,          June 30,
                                          1998              1997

CASH FLOWS FROM OPERATING ACTIVITIES:

  <S>                                   <C>               <C> 
  Net cash provided by operating
    activities                          $   2,521         $    373

CASH FLOWS FROM INVESTING ACTIVITIES:

  Net cash provided (used) by investing
    activities.                               (44)              13

CASH FLOWS FROM FINANCING ACTIVITIES:

  Net repayments under line of
    credit facility                           683           (1,113)
  Other                                      (149)            (157)
  Net cash used by financing
    activities                                534           (1,270)

Net increase (decrease) in cash and cash
  equivalents                               3,011             (884)
Cash and cash equivalents at beginning
  of year                                   2,608            2,640


Cash and cash equivalents at end of
    period(a)                            $  5,619         $  1,756
Supplemental disclosure of cash flow
 information:

  Interest paid                          $    569         $    741

  Income taxes paid                      $     32         $     31

</TABLE>

(a)  Includes $1.0 million 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.


                      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 July 3, 1998 and the results of operations
for  the  quarters ended July 3, 1998 and June 30, 1997 and 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 quarter
ended July 3, 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.

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>
                                                   For the Three
                                                    Months Ended
                                               July 3,       June 30,
                                                1998          1997
NUMERATOR:
<S>                                          <C>            <C>
Net income (loss)                            $     764      $  (2,722)
Less:  preferred stock dividends                    54            132
Numerator for basic earnings per
    share - income available to
    common stockholders                            710         (2,854)
Add back to effect assumed conversions:
  Preferred stock dividends                         54             --
  Numerator for diluted earnings
     (loss) per share                      $       764      $  (2,854)

DENOMINATOR:
Denominator for basic earnings
     per share - weighted average
     shares                                     51,220         40,592
Effect of dilutive securities:
  Preferred shares                              13,033             --
  Denominator for diluted earnings
     per share - adjusted weighted
     average shares and assumed
     conversions                                64,253         40,592
  Basic earnings (loss) per share          $       .01      $    (.07)
  Diluted earnings (loss) per share        $       .01      $    (.07)

</TABLE>

NOTE 3- CAPITAL STRUCTURE

      The outstanding capital stock of the Company at July 3, 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  quarters ended July 3, 1998 and June 30, 1997,
100  and  550 shares  of  Series  A  Preferred Stock were converted
into 286,885  and  766,054 shares  of  common  stock, respectively.
If all existing  outstanding  preferred shares were converted at
July 3, 1998, an estimated 13 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 July 3, 1998 and June 30, 1997 were 4.2% and 5.6%, with
$801,000 and $618,000 of dividends in arrears respectively.

      At  July  3,  1998, the Company had outstanding approximately
1.2  million options  with exercise prices ranging from $1.00 to
$1.10. Outstanding  warrants with  a  common  stock equivalent total
approximately 670,000  shares  and  have conversion prices ranging
from $1.20 to $4.00.

      The  Company  also  has outstanding $20.8 million of  Senior
Subordinated Convertible Debentures due in     2002. See "Note 7 -
Long Term Debt.".

NOTE 4 - INCOME TAXES

      Income tax provisions and benefits for the quarterly periods
ended July 3, 1998 and June 30, 1997 consist of taxes related to
international operations. The Company  did  not  recognize tax
benefits for losses incurred  by  its  domestic operations during
the quarters ended July 3, 1998 and June 30, 1997.

NOTE 5 - INVENTORY

     Inventories  are comprised primarily of finished goods. Spare parts
inventories, net of reserves, aggregating $247,000 and $384,000 at
July 3, 1998 and April  3, 1998, respectively, are included in
"Prepaid expenses and other current assets."

NOTE 6 - INVESTMENT IN SPORT SUPPLY GROUP, INC.

      The Company owns 2,200,000 (28% 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 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 36%  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 July 3,  1998,  the
aggregate market value quoted on the New York Stock Exchange of
Emerson's shares of  SSG  common  shares  was  approximately $18
million.   Summarized  financial information derived from SSG's
financial reports to the Securities and  Exchange Commission was as
follows (in thousands):

<TABLE>
                                               (Unaudited)
                                    July 3, 1998        April 3, 1998

<S>                                   <C>                  <C>
Current assets                        $ 30,966             $ 37,282
Property, plant and
   equipment and other assets           20,974               19,878
Current liabilities                      6,741                8,395
Long-term debt                           2,446                7,498
</TABLE>

<TABLE>
                                  
                                               (Unaudited)
                                  For the 3 Months      For the 3 Months
                                       Ended                 Ended
                                    July 3, 1998          May 2, 1997

<S>                                  <C>                   <C>
Net sales                            $  25,340             $ 28,312
Gross profit                             9,840               10,717
Net income                               1,739                1,974

</TABLE>

     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 7 -LONG TERM DEBT

As  of  July 3, 1998 and April 3, 1998 long-term debt consisted of
the following
in (thousands of dollars):
<TABLE>
                                           July 3,          April 3,
                                            1998             1998

<S>                                       <C>               <C>
8-1/2% Senior Subordinated Convertible
  Debentures Due 2002                     $20,750           $20,750
Equipment notes and other                      62                85
                                           20,812            20,835
Less current obligations
  Long term debt                               62                85
                                          $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.

Note 8 --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
September 1998 to be lower than the second fiscal quarter of Fiscal
1998 due to reduced product sales.

RESULTS OF OPERATIONS

      NET  REVENUES   Consolidated net revenues for the three month
period ended July  3, 1998 increased $28.6 million (94%) as compared
to the same period ended June  30,  1997. The increase in net
revenues resulted primarily from  increased unit  sales  of   audio
products  and  microwave  ovens,  partially  offset  by reductions
in other product categories. Additionally, a significant reduction
in returned  product  was recorded in the current period as compared
to  the  same period  in  the  prior year.  The significant
reduction in returned  product  is attributable to higher returns in
the June, 1997 quarter due to the opening of a return  processing
center in early 1997 that resulted in delays  in  processing returns
that flowed into the June 1997 quarter; and an overall more
restrictive return  policy by the Company's customers.  While the
Company expects the latter to  continue, the effect of the
processing center was a one time event. Revenues
earned from the licensing of the Emerson and G Clef trademark were
$613,000  and $1,000,000  in  the  three  month period ended July
3,1998  and  June  30,1997, 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,  was 88% for the three month period ended
July 3, 1998 as compared  to 93%  for  the  same period in Fiscal 1998. 
Margins in the current quarter  were significantly  improved as a percent of
sales primarily as a result  of:  (i)  a change  in  the  product
mix to higher margin products;  (ii)  a  reduction  of inventory
overhead costs due to the Company's successful efforts to shift  to
a higher  portion of its sales to a direct import basis; and (iii)
a  significant reduction  in  returned products and resulting loss
on such  product.   For  the three  month period ended July 3, 1998,
products representing approximately  87% of  net  revenues  were
directly imported from manufacturers  to  the  Company's customers
as compared to 78% for the same period last year.

      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  compete generally
in the low-to-medium priced category of  the  market which  tend to
be  the  most competitive and generate the lowest profit margins.
The  Company believes that its marketing agreements, licensing
agreements in the United  States and various foreign countries and
its distribution agreements  in Canada,  Europe  and  parts  of Asia
all 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  which 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  $400,000 for the three months ended July
3,1998 as  compared  to  the same  period in  Fiscal 1998, primarily
as a result of the Company's  return-tovendor  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 net revenues, were 9% of net
revenues for the three month  period ended  July 3,1998
as compared to 12% in the same period a year ago. In absolute terms, 
S,G&A  increased  by $1.5 million in the period  ended 
July  3,1998  as compared to the same
period last year. The decrease in  S,G&A as a percentage of net
revenues was attributable primarily to a higher revenue base.  The
increase in  S,G&A  in  absolute  terms  was  caused primarily  by
(i)  an  increase  in promotional  programs and (ii) 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 $889,000 for  the three month period ended July 3,1998, as
compared to an operating  loss of  $2.4  million for the same period
a year ago. The operating  income  in  the current year is
attributable to a higher revenue base and improved gross  profit
margins and a reduction in S,G&A expenses as a percent of revenues.

     EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATE   The Company's
28% share in the  earnings of SSG amounted to $443,000 for the three
month period ended  July 3,1998 as compared to $509,000 for the same
period last year.

      INTEREST  EXPENSE   Interest expense decreased by $172,000  in
the  three months ended July 3,1998 as compared to the same period a
year ago. 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  INCOME   As a result of the foregoing factors, the
Company  generated net  income  of $764,000 for the three months
ended July 3,1998, as compared  to a net loss of $2.7 million for
the three months ended June 30,1997.

     LIQUIDITY AND CAPITAL RESOURCES

       Net  cash  provided by operating activities was $2,521,000
for the  three months  ended  July  3,1998.   Cash was provided
primarily  by  a  reduction  in accounts receivable along with the
profitability of the Company for the period, partially  offset by a
decrease in accounts payable.  The decrease  in  accounts receivable
resulted  primarily  from an  increase  in  the  percentage  of  the
Company's sales which were on a direct shipment basis.

      In the three months ended July 3,1998, the  Company's
financing activities provided $534,000 of cash as the Company
increased its borrowings under its  $10 million  U.S.  line of
credit facility from $0 at April 3, 1998 to  $683,000  at July  3,
1998.  The Company maintains 2 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  3,  1998,  there  was $1,565,000  and $9,647,000,
respectively, of letters of credit outstanding.

      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.  During the three month period ended July
3,1998, the Company reduced  accounts receivable by 48%. The Company
intends to maintain the  reduced accounts receivable levels and to
continue the sale of its products on  a  direct  import
basis.  For the three month period ended  July  3,  1998,
products  representing approximately 87% of net revenues were
directly  imported from  manufacturers to the Company's customers as
compared to 78% for  the  same period  last  year.   The direct
import program implemented by  the  Company  is critical   in
providing  sufficient  working  capital  to  meet  its  liquidity
objectives.

      As  of  July  3, 1998 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  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 developed and is in the process of
implementing a plan  to modify its management information system to
be year 2000 compliant.  The Company currently expects to be
substantially complete with this conversion by mid-1999. The
incremental cost of conversion is estimated to be less than
$300,000.   The Company  does  not  expect  the  conversion to  have
a  significant  effect  on operations  or  the  Company's financial
results.  In addition,  the  year  2000 problem may impact other
entities with which the Company transacts business, and the Company
cannot predict the effect of the year 2000 problem on such entities.

RECENT PRONOUNCEMENTS OF THE FINANCIAL ACCOUNTING STANDARDS BOARD

      Recent pronouncements of the Financial Accounting Standards
Board ("FASB") which are not required to be adopted and the Company
has not adopted them as  of July 3, 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 effective for Fiscal
1999, 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.

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  which 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  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; and (viii) 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,  further  hearings  were
          held  on  the Creditors'  motion to terminate the
          Settlement Agreement  in  the Stelling litigation.
          It is expected that all testimony  in  that matter
          will be concluded in the next month.

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

          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.

          During  the  three months ended July 3, 1998,
          the  Company issued  a  total  of  286,885 shares of
          the  common  stock,  upon conversion  of  100  shares
          of  Series  A  Preferred  Stock.  No consideration
          was received by the Company for the issuance of the
          shares  of common stock.  The shares of common stock
          were  issued by  the  Company to certain of its
          existing holders of  Series  A Preferred  Stock
          where no commission or other  remuneration  was paid
          or  given  directly  or  indirectly  for  soliciting
          such exchange.   The  shares of common stock were
          issued  pursuant  to Section 3(a)(9) of the
          Securities Act of 1933, as amended.

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

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 3, 1998.*

          (b)  REPORTS ON FORM 8-K - During the three month period
               ended July 3, 1998, no Form 8-K was filed.
          
          
____________________________
*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:  February 23, 1999            /s/ Geoffrey P. Jurick
                                    Geoffrey P. Jurick
                                    Chairman, Chief Executive Officer
                                    andPresident



Date: February 23, 1999             /s/ John P. Walker
                                    John P. Walker
                                    Executive Vice President and
                                    Chief Financial Officer