SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                  FORM 10-K/A-1
(Mark One)
     [ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
                                        
                     For the fiscal year ended April 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 Identification Number)
incorporation or organization)         

   Nine Entin Road,Parsippany, NJ                      07054
(Address of principal executive offices)             (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                             Name of each exchange on
                                                which registered

Common Stock, par value $.01 per share          American Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  Series A  Preferred
Stock and Warrants.

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
requirement for the past 90 days.   [X]  YES   [  ]  NO.

Indicate  by check mark if disclosure of delinquent filers pursuant to Item  405
of  Regulation  S-K is not contained herein, and will not be contained,  to  the
best  of  registrant's knowledge, in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [  ].

Aggregate  market  value  of the voting stock of the  registrant  held  by  non-
affiliates of the registrant at July 27, 1998 (computed by reference to the last
reported sale price of the Common Stock on the American Stock Exchange  on  such
date):  $10,805,037.

Indicate  by  check  mark  whether the registrant has filed  all  documents  and
reports to be filed by Section 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.

Number of Common Shares outstanding at July 27, 1998:  50,772,615

     DOCUMENTS INCORPORATED BY REFERENCE: None

     The  undersigned  registrant hereby amends the following items,  financial
statements,  exhibits  or  other portions of its  Annual  Report  on  Form  10-K
pursuant to the Securities Exchange Act of 1934, as amended, as set forth in the
pages attached hereto:

     PART III, Items 10 - 13 are amended by the inclusion of such items herein.

PART III
                                        
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS

                                   MANAGEMENT
                                        
OFFICERS AND DIRECTORS

      The  following table sets forth certain information regarding the officers
and Directors of Emerson Radio Corp. (the "Company") as of the date hereof:


<TABLE>

NAME                    AGE  POSITION
                          
<S>                     <C>  <C> 
Geoffrey P. Jurick      57   Chairman    of   the   Board,    Chief
                             Executive   Officer,   President   and
                             Director

John P. Walker          35   Executive  Vice  President  and  Chief
                             Financial Officer

Marino Andriani         50   President,   Emerson  Radio   Consumer
                             Products Corporation

John J. Raab            62   Senior Vice President - Operations

Elizabeth J. Calianese  40   Vice   President  -  Human  Resources,
                             Deputy General Counsel  and Secretary

Christina A. Iatrou     36   Assistant   Secretary  and   Assistant
                             General Counsel

Robert H. Brown, Jr.    44   Director
(1)(2)

Peter G. Bunger (2)     57   Director

Jerome H. Farnum (1)    62   Director

Raymond  L.   Steele    63   Director
(1)(2)

</TABLE>

(1) Member of Audit Committee
(2) Member of Compensation and Personnel Committee

GEOFFREY  P. JURICK has served as Director since September 1990, Chief Executive
Officer since July 1992, Chairman since December 1993 and President since  April
1997.   Mr. Jurick also previously served as President from July 1993 to October
1994.   From March 1990 until approximately 1994, he was President and  Director
of  Fidenas Investment Limited. Since December 1993, Mr. Jurick has served as  a
Director  of  Fidenas International Limited, L.L.C. and its predecessor  ("FIN")
and, since May 1994, as an officer and general manager of Fidenas International.
Mr. Jurick has served as a Director, Chairman and Chief Executive Officer of GSE
Multimedia  Technologies Corporation ("GSE"), which is traded in  the  over-the-
counter  market,  since May 1994.  Since March 1996, Mr. Jurick  has  served  as
Chairman of Elision International Ltd. ("Elision").  For more than the past five
years,  Mr. Jurick has held a variety of senior executive positions with several
of  the  entities  comprising the Fidenas group of companies ("Fidenas  Group"),
whose  activities  encompass  merchant banking, investment  banking,  investment
management,  and  corporate development.  Since December 1996,  Mr.  Jurick  has
served  as  a Director and Chairman of the Board and since January 23,  1997  as
Chief  Executive  Officer of Sport Supply Group, Inc. ("SSG"), whose  securities
are  traded  on  the  New  York Stock Exchange.  The Company  owns  28%  of  the
outstanding  common shares of  SSG.  See "Item 13. - Certain  Relationships  and
Related Transactions".

JOHN  P.  WALKER  has  served as Executive Vice President  and  Chief  Financial
Officer  since  April 1996 and was Senior Vice President from April  1994  until
March  1996.  Mr. Walker was Vice President-Finance from February 1993 to  April
1994  and Assistant Vice President-Finance from June 1991 to January 1993. Since
December  1996, Mr. Walker has served as a Director and Chief Financial  Officer
of SSG.  See "Item 13. - Certain Relationships and Related Transactions".

MARINO  ANDRIANI  has  served as President of Emerson  Radio  Consumer  Products
Corporation  since February 1996.  From December 1994 until February  1996,  Mr.
Andriani  was  President  of  Appliance Corp. of  America,  a  Welbilt  Consumer
Products  Company.  From March 1993 to December 1994, Mr. Andriani was President
of  Orient  Express Marketing. Prior to March 1993, Mr. Andriani  was  Executive
Vice President-Sales of the Company from September 1990 to March 1993.

JOHN  J.  RAAB has served as Senior Vice President - International since October
1997,  Senior  Vice President-Operations from October 1995 until September  1997
and  was Vice President-Far East Operations from May 1995 until September  1995.
Prior  to  May  1995  he was President and Chief Operating  Officer  of  Robeson
Industries Corp. from March 1990 to March 1995.  Robeson Industries Corp.  filed
for  relief  under Chapter 11 of the United States Bankruptcy Code  and  emerged
from Bankruptcy and was sold in the end of 1994.

ELIZABETH  J.  CALIANESE has served as Secretary since  January  1996,  as  Vice
President-Human Resources since May 1995 and as Deputy General Counsel since May
1995.   From  April 1991 to May 1995, Ms. Calianese served as Assistant  General
Counsel.

CHRISTINA A. IATROU has served as Assistant Secretary since August 1996  and  as
Assistant  General Counsel since May 1995.  From October 1987 to May  1995,  Ms.
Iatrou was a senior associate with the law firm of Crocco & De Maio, P.C. in New
York City.

ROBERT  H.  BROWN,  JR. has been a Director since July 1992. Since July 1, 1998,
Mr. Brown has been a private investor.  From January 1998 to July 1998, he was
Executive  Vice  President of Dain Rauscher, formerly Rauscher  Pierce  Refsnes,
Inc.  ("Rauscher").  From February 1994 to January 1998, Mr. Brown was Executive
Vice  President of Capital Markets of Rauscher, in Dallas, Texas.  From  January
1990  until  February 1994, Mr. Brown was Senior Vice President and Director  of
the  Corporate  Finance Department of Rauscher.  Since May 1993, Mr.  Brown  has
served  as a Director of Stevens Graphics Corp., which is traded on the American
Stock Exchange.

PETER  G.  BUNGER  has  been a Director since July 1992.   Presently,  he  is  a
consultant  with  Savarina  AG. Since October 1992, Mr.  Bunger  has  served  as
Director  of  Savarina  AG,  engaged  in the business  of  portfolio  management
monitoring  in  Zurich,  Switzerland, and since 1992, as  Director  of  ISCS,  a
computer  software Company. From December 1991 until December 1993, he was  Vice
Chairman  of  Montcour Bank and Trust Company Limited, a bank organized  in  the
Bahamas  and  an  affiliate of Fidenas International. Since December  1996,  Mr.
Bunger  has  served as a Director of SSG.  See "Item 13. - Certain Relationships
and Related Transactions".

JEROME  H.  FARNUM  has been a Director since July 1992. Since  July  1994,  Mr.
Farnum  has  been an independent consultant.  From 1979 until 1994,  Mr.  Farnum
served as a senior executive with several of the entities comprising the Fidenas
Group,  in  charge  of legal and tax affairs, accounting, asset  and  investment
management, foreign exchange relations, and financial affairs.

RAYMOND  L. STEELE has been a Director since July 1992.  From August 1990  until
September  1993,  Mr.  Steele served as Executive Vice  President  of  Pacholder
Associates, Inc., a company providing investment management and other  financial
advisory services to institutional clients.  Mr. Steele is a member of the Board
of  Directors of Pharmhouse, Inc., Video Services Corp., Modernfold, Inc.,  ICH,
and the GFTA Advisory Board.

ITEM 11 - EXECUTIVE COMPENSATION AND OTHER INFORMATION


COMPENSATION OF EXECUTIVE OFFICERS

      The following executive compensation disclosures reflect all plan and non-
plan compensation awarded to, earned by, or paid to the named executive officers
of  the  Company.   The  "named  executive officers"  are  the  Company's  Chief
Executive  Officer (the "CEO"), regardless of compensation level, and the four
most  highly compensated executive officers, other than the CEO, serving as such
on April 3, 1998.  Where a named executive officer has served during any part of
the Company's fiscal year ended April 3, 1998 ( "Fiscal 1998" ), the disclosures
reflect compensation for the full year in each of the periods presented.

SUMMARY COMPENSATION TABLE

      The  following  table summarizes for the years indicated the  compensation
awarded to, earned by, or paid to the named executives for services rendered  in
all capacities to the Company:

<TABLE>

                                                            SECURI- 
                                               OTHER        TIES      ALL    
NAME AND                                       ANNUAL       UNDER-    OTHER 
PRINCIPAL            FISCAL                    COMPEN-      LYING     COMPEN-
POSITION(S)          YEAR   SALARY    BONUS    SATION(1)    OPTIONS   SATION(2) 
                                                                 
<S>                  <C>    <C>       <C>      <C>          <C>       <C>
GEOFFREY P. JURICK   1998   $321,407  $   -    $125,208        -      $8,215
CHAIRMAN OF THE      1997    443,473   38,500   121,646        -       2,207 
BOARD, CHIEF         1996    490,000  137,500   102,661        -       1,693
EXECUTIVE                                                        
OFFICER
AND PRESIDENT                                                    
(3)
                                                                 
                                                                 
JOHN P. WALKER      1998     107,692   50,000        -         -       2,721
EXECUTIVE VICE      1997     179,166   40,000    18,816        -       7,089
PRESIDENT AND       1996     165,000   40,000    24,307        -       4,912
CHIEF FINANCIAL       
OFFICER (4)                                                      
                                                                 
MARINO ANDRIANI    1998      385,000     -        8,400        -       6,033
PRESIDENT,         1997      387,100     -        9,808     75,000    11,352   
EMERSON            1996       51,827     -        1,400        -         -
RADIO CONSUMER                  
PRODUCTS                                                         
CORPORATION(5)
(6)
                                                                 
JOHN J. RAAB       1998     210,000      -        8,400        -       5,912
SENIOR VICE        1997     212,100      -        8,638        -      11,237
PRESIDENT-         1996     178,846      -        9,131     50,000     1,882
INTERNATIONAL                                                    
(5)
                                                                 
ELIZABETH J.       1998   102,503       10,000    8,400     30,000     1,687
CALIANESE          1997    95,000        -        8,400     30,000     1,425  
VICE PRESIDENT-    1996    95,000        5,000    8,400        -       1,425
HUMAN RESOURCES,   
SECRETARY, AND                                                   
DEPUTY GENERAL                                                   
COUNSEL(5) (7)                                                   

</TABLE>
                                                                 
(1)  Consists  of   (i) car allowance and auto expenses afforded to  the  listed
     Company executive officers, including $0,  $13,063, $20,745 paid to
     Mr. Walker, $8,400, $8,400 and $1,400 to Mr. Andriani,  $8,400, $8,400
     and $8,400 to Mr. Raab  and Ms. Calianese, respectively, in Fiscal 1998,
     1997 and 1996,  (ii) relocation and temporary lodging expenses and
     associated tax gross-ups in the amount of $125,208, $120,573 and
     $102,661 for Mr. Jurick, for Fiscal 1998, 1997 and 1996.

(2)  Consists of the Company's contribution to its 401(k) employee savings plan,
     life insurance and disability insurance.  Includes $7,170 in premiums paid
     in Fiscal 1998 for a life insurance policy for Mr. Jurick.

(3)  Includes reimbursement of salary from SSG of $135,414 and $46,527  for  Mr.
     Jurick  in  Fiscal 1998 and 1997, respectively.  Pursuant to the Management
     Services  Agreement, between SSG and the Company (the "Management  Services
     Agreement"),  effective October 18, 1997, the Company reduced Mr.  Jurick's
     salary by $80,000 and will no longer be reimbursed by SSG for a portion  of
     Mr.  Jurick's  salary.  See "Item 13. - Certain Relationships  and  Related
     Transactions".

(4)  Effective January 15, 1998, the Company no longer pays Mr. Walker's  salary
     directly.   However, pursuant to the Management Services Agreement  by  and
     between  SSG  and the Company, the Company began reimbursing  SSG  for  Mr.
     Walker's  salary  and bonus that on an annualized basis  is  equivalent  to
     $100,000  and  $50,000 respectively during Fiscal 1998.  See  "Item  13.  -
     Certain Relationships and Related Transactions".

(5)  In  November  1995, Mr. Raab was granted a stock option to purchase  50,000
     shares  of common stock at an exercise price of $2.875 per share. In  April
     1996, Mr. Andriani was granted a stock option to purchase 75,000 shares  of
     common stock at an exercise price of $2.563 per share and in October  1996,
     Ms.  Calianese  was  granted a stock option to purchase  30,000  shares  of
     common  stock  at  an exercise price of $ 2.25 per share.  Ms.  Calianese's
     options were repriced in May 1997 to $1.00 per share.  The options vest  in
     annual increments of one-third, commencing one year from the date of grant,
     and their exercise is contingent on continued employment with the Company.

(6)  Mr. Andriani became an executive officer of the Company in February 1996.

(7)  Options  to acquire 30,000 shares of Common Stock granted to Ms.  Calianese
     in  prior fiscal years were repriced during Fiscal 1998 and are, therefore,
     reported  as  compensation in Fiscal 1998.  See  "Board  Report  on  Option
     Repricing".

OPTION GRANTS DURING 1998 FISCAL YEAR

There  were no options granted to the named executives identified in the Summary
Compensation Table.

OPTION EXERCISES  AND HOLDINGS

The  following  table provides information related to options exercised  by  the
named  executive officers during Fiscal 1998 and the number and value of options
held  at  fiscal  year  end.  The Company does not have  any  outstanding  stock
appreciation rights.

  OPTION EXERCISES DURING 1998 FISCAL YEAR AND FISCAL YEAR - END OPTION VALUES

<TABLE>

                                              Number of    
                                              Securities
                                              Underlying       Value of
                                              Unexercised      Unexercised
                                              Options/SARs     In-the-Money
                                              at FY-End        Options/SARs
                       Shares                 (#)              at FY-End
                       Acquired     Value     Exercisable/     ($)(1)
                       on Exercise  Realized  Unexer-          Exercisable/ 
Name                   (#)          ($)       cisable          Unexercisable   
                                                              
<S>                    <C>          <C>       <C>              <C> 
Geoffrey P. Jurick     --           --            600,000/0    $    0/$     0
John P. Walker         --           --            200,000/0    $    0/$     0
Marino Andriani        --           --        50,000/25,000    $    0/$     0
John J. Raab           --           --        33,333/16,667    $    0/$     0
Elizabeth J. Calianese --           --        20,000/10,000    $    0/$     0

</TABLE>

(1)   The  closing  price  for the Company's Common Stock  as  reported  by  the
American Stock Exchange on April 3, 1998 was $ .44.  Value is calculated on  the
basis  of the difference between the closing price and the option exercise price
of  "in  the money" options, multiplied by the number of shares of Common  Stock
underlying the option.

BOARD REPORT ON OPTION REPRICING

     The Board believes that the Company has taken constructive steps to improve
its  performance and believes that hiring and retaining key employees is central
to implementing these measures.  In furtherance of these goals, in May 1997, the
Board reduced the per share exercise price of options previously granted to  Ms.
Calianese.   The Board concluded that Ms. Calianese's eight years of  continuing
service  as  an  executive of the Company and her experience as  Deputy  General
Counsel  were basis for repricing of options granted to her.  On May  13,  1997,
the price of the options was reduced from $2.25 per share to $1.00.  The closing
sales  price of the Company's Common Stock on May 13, 1997, as reported  by  the
American  Stock  Exchange, was $.438.  No other provisions of this  option  were
altered.

In  accordance  with the rules of the SEC, this Option Repricing Report  of  the
Board  of  Directors is not intended to be "filed" or  "soliciting Material"  or
subject  to  Regulations  14A  or 14C or Section 18  of  the  Exchange  Act,  or
incorporated into any other filing by the Company with the SEC.

The  following table summarizes certain information concerning the repricing  of
options to buy the Company's Common Stock held by all executive officers:
                                        
                            TEN YEAR OPTION REPRICING

<TABLE>


                        Number
                        of                                         Length of
                        Secur-                                     Original  
                        ities      Market                          Option 
                        Under-     Price of   Exercise             Term
                        lying      Stock at   Price       New      Remaining
             Date of    Options    Time of    at Time of  Exercise at Date of   
Name         Repricing  Repriced   Repricing  Repricing   Price    Repricing
                                                           
<S>          <C>        <C>        <C>        <C>          <C>     <C>
ELIZABETH J. 05/13/97   30,000     $0.438     $2.25        $1.00   N/A
CALIANESE

</TABLE>

CERTAIN EMPLOYMENT CONTRACTS

      On  August 13, 1992, Geoffrey P. Jurick, Chairman, Chief Executive Officer
and  President  of  the  Company, entered into five-year  employment  agreements
("Jurick  Employment Agreements") with the Company and two of  its  wholly-owned
subsidiaries,  Emerson  Radio (Hong Kong) Ltd. and Emerson Radio 
International  Ltd. (formerly   Emerson   Radio  (B.V.I.)  Ltd.)
(hereinafter,   collectively   the "Companies"), providing for an
aggregate annual compensation of $490,000  as  of April  1,  1995.
Effective October 18, 1997, Mr. Jurick's employment  agreement with 
the  Company (but not the wholly-owned subsidiaries) was amended  and  Mr.
Jurick's  annual salary under the Jurick Employment Agreements  was  reduced  to
$410,000.    In  addition  to his base salary, the Jurick Employment  Agreements
provide  that  Mr. Jurick is entitled to an annual bonus upon recommendation  by
the  Compensation and Personnel Committee of the Company's Board  of  Directors,
subject  to the final approval of the Company's Board of Directors.   By  letter
agreement  dated  April 16, 1997, the terms of the Jurick Employment  Agreements
were  extended  until  March  31,  2000. However,  pursuant  to  the  Settlement
Agreement, hereinafter defined, Mr. Jurick's cash compensation from the  Company
and  all  subsidiaries and affiliates is limited to a total of $750,000 annually
until  the  Settlement Amount is paid.  See "Certain Relationships  and  Related
Transactions."   Pursuant to the Management Services Agreement,  SSG  reimbursed
the  Company for $125,444 and $46,527 in salary payments made to Mr.  Jurick  in
Fiscal  1998  and  1997 respectively, for the benefit of  SSG.   The  Management
Services  Agreement was amended as of October 18, 1997 to provide that SSG  will
no  longer  reimburse the Company for any of Mr. Jurick's salary  payments,  but
will pay Mr. Jurick directly.  See "Item 13. - Certain Relationships and Related
Transactions - Management Services Agreement".

      Subject  to  certain conditions, each of the Jurick Employment  Agreements
grants  to  Mr. Jurick severance benefits, through expiration of the  respective
terms of each of such agreements, commensurate with Mr. Jurick's base salary, in
the  event  that his employment with the Companies terminates due  to  permanent
disability,  without cause or as a result of constructive discharge (as  defined
therein).   In  the  event  that  Mr. Jurick's  employment  with  the  Companies
terminates  due  to  termination for "cause", because  Mr.  Jurick  unilaterally
terminates  the agreements or for reasons other than constructive  discharge  or
permanent  disability, Mr. Jurick shall only be entitled to base  salary  earned
through the applicable date of termination.  If Mr. Jurick were to be terminated
due  to  permanent  disability, without cause or as  a  result  of  constructive
discharge, the estimated dollar amount to be paid after April 3, 1998, based  on
the terms of the employment contract, would be $823,000.  However, the estimated
amounts  to  be  paid  is subject to certain limitations  under  the  Settlement
Agreement.   See  "Item 13. - Certain Relationships and Related  Transactions  -
Certain Outstanding Common Stock".

      As  of  April 1, 1994, John P. Walker, Executive Vice President and  Chief
Financial  Officer,  entered  into a three-year employment  agreement  with  the
Company providing for an annual compensation of $165,000 as of April 1, 1995 and
increased  to  $210,000 effective April 1, 1996 ("Walker Employment Agreement").
Effective  January 15, 1998, the Walker Employment Agreement was terminated  and
the  Management  Services Agreement with SSG was amended  to  provide  that  the
Company  will reimburse SSG for a portion of Mr. Walker's salary and  bonus,  if
any,  thus  reducing that portion paid directly by the Company to Mr. Walker  to
$0.

ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS

     There are no employment agreements deemed to have an anti-takeover effect.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Compensation and Personnel Committee, which is presently comprised  of
Messrs.  Brown, Steele, and Bunger, (i) makes recommendations to the full  Board
concerning  remuneration arrangements for executive management; (ii) administers
the  Company's 1994 Stock Compensation Program; and (iii) makes such reports and
recommendations, from time to time, to the Board of Directors upon such  matters
as the committee may deem appropriate or as may be requested by the Board.

      Geoffrey  P.  Jurick serves as Chairman of the Board and  Chief  Executive
Officer  of  the  Company  and SSG.  John P. Walker  serves  as  Executive  Vice
President  and  Chief Financial Officer of the Company and SSG.  Mr.  Walker  is
also  a  Director of SSG. Mr. Bunger, who is a Director of the Company and  SSG,
serves  on  the Compensation Committees of the Company and SSG. Geoffrey  Jurick
was  also  a member of the Company's Board of Directors during Fiscal  1998  and
participated in deliberations concerning executive officer compensation.

REPORT OF COMPENSATION AND PERSONNEL COMMITTEE

      The  Compensation and Personnel Committee of the Board of  Directors  (the
"Compensation   Committee"),  which  contains  two   independent   non-employee
Directors, oversees the Company's executive compensation strategy.  The strategy
is  implemented  through  policies designed to support the  achievement  of  the
Company's  business  objectives and the enhancement of stockholder  value.   The
Compensation  Committee reviews, on an ongoing basis, all aspects  of  executive
compensation.

      The  Compensation Committee's executive compensation policies support  the
following objectives:

   --    The  reinforcement  of management's concern for  enhancing  stockholder
         value.

   --    The attraction and retention of qualified executives.

   --    The provision of competitive compensation opportunities for exceptional
         performance.

The basic elements of the Company's executive compensation strategy are:
     
           BASE SALARY.  Base salaries for the executive managers of the Company
     represent  compensation  for  the  performance  of  defined  functions  and
     assumption of defined responsibilities. The Compensation Committee  reviews
     each  executive's  base  salary on an annual basis. In  determining  salary
     adjustments, the Compensation Committee considers the Company's  growth  in
     earnings  and revenues and the executive's performance level,  as  well  as
     other  factors relating to the executive's specific responsibilities.  Also
     considered are the executive's position, experience, skills, potential  for
     advancement, responsibility, and current salary in relation to the expected
     level  of  pay  for the position. The Compensation Committee exercises  its
     judgment  based  upon  the above criteria and does  not  apply  a  specific
     formula or assign a weight to each factor considered.
     
           ANNUAL  INCENTIVE COMPENSATION.  At the beginning of each  year,  the
     Board  of  Directors establishes performance goals of the Company for  that
     year,  which may include target increases in sales, net income and earnings
     per  share,  as  well as more subjective goals with respect  to  marketing,
     product introduction and expansion of customer base.
     
           LONG-TERM INCENTIVE COMPENSATION.  The Company's long-term  incentive
     compensation  for  management and employees  consists  of  the  1994  Stock
     Compensation Program.

      The  Compensation  Committee views the granting  of  stock  options  as  a
significant  method of aligning management's long-term interests with  those  of
the  stockholders.  The Compensation Committee determines awards  to  executives
based on its evaluation of criteria that include responsibilities, compensation,
past  and  expected contributions to the achievement of the Company's  long-term
performance goals. Stock options are designed to focus executives on  the  long-
term performance of the Company by enabling executives to share in any increases
in value of the Company's stock.

       The  Compensation  Committee  encourages  executives,  individually   and
collectively, to maintain a long-term ownership position in the Company's stock.
The  Compensation Committee believes this ownership, combined with a significant
performance-based incentive compensation opportunity, forges  a  strong  linkage
between the Company's executives and its stockholders.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

      Mr.  Geoffrey  P. Jurick is the Chief Executive Officer, Chairman  of  the
Board  of  Directors  and President of the Company.  The Compensation  Committee
considered  the  Company's results in all aspects of its business, and  the
terms of his employment agreement with the Company, in its review of
Mr. Jurick's performance during Fiscal 1998.

      Mr.  Jurick's  annual  compensation, comprised of annual  base  salary  of
$411,600, is consistent with the Committee's targeted annual compensation  level
and  with the limitations established by the Settlement Agreement (See "Item 13.
-  Certain  Relationships and Related Transactions - Certain Outstanding  Common
Stock").  Mr. Jurick reduced his salary by $80,000 in Fiscal 1998 as a result of
SSG  paying  Mr.  Jurick  directly (See "Item 13. -  Certain  Relationships  and
Related   Transactions  -  Management  Services  Agreement").   The  terms   and
conditions  of  Mr.  Jurick's  employment  agreement  are  discussed  in  detail
beginning  on  page  4  (See  "Item  11.  -  Executive  Compensation  and  Other
Information - Certain Employment Contracts").

POLICY ON QUALIFYING COMPENSATION

      Section  162(m)  of  the Internal Revenue Code of 1986,  as  amended  (the
"Code"),  for  tax  years beginning on or after January 1, 1994,  provides  that
public companies may not deduct in any year compensation in excess of $1 million
paid  to any of the individuals named in the Summary Compensation Table that  is
not,  among  other  requirements, "performance based,"  as  defined  in  Section
162(m).   None  of the named individuals received compensation in excess  of  $1
million during Fiscal 1998, 1997 or 1996. The Company's policy is to qualify, to
the  extent  reasonable, its executive officers' compensation for  deductibility
under  applicable tax laws.  However, the Board of Directors believes  that  its
primary  responsibility is to provide a compensation program that will  attract,
retain  and  reward  the  executive talent necessary to the  Company's  success.
Consequently, the Board of Directors recognizes that the loss of a tax deduction
could be necessary in some circumstances.

                      COMPENSATION AND PERSONNEL COMMITTEE

                             Raymond L. Steele, Chairman
                             Robert H. Brown, Jr.
                             Peter G. Bunger

BOARD OF DIRECTORS AND COMMITTEES

      The business of the Company is managed under the direction of the Board of
Directors.  The  Board  meets  during  the  Company's  fiscal  year  to   review
significant  developments affecting the Company and to act on matters  requiring
Board approval. The Board of Directors held  eight  formal meetings and acted by
unanimous  written consent three  times during the fiscal year  ended  April  3,
1998. During Fiscal 1998, each member of the Board participated in at least  80%
of  all  Board and committee meetings held during the period for which he served
as a Director and/or committee member.

      During  Fiscal 1998, the Board of Directors had an Audit Committee  and  a
Compensation  and  Personnel Committee to devote attention to specific  subjects
and  to assist the Board in the discharge of its responsibilities. The functions
of these committees and their current members are described below.

      AUDIT COMMITTEE.  The Company's Audit Committee is presently comprised  of
Messrs. Brown (Chairman), Steele and Farnum.  The Audit Committee recommends  to
the Board of Directors the appointment of a firm of certified public accountants
to  conduct  audits  of  the  Company's consolidated  financial  statements  and
monitors  the  performance  of  such  firm, reviews  accounting  objectives  and
procedures  of  the  Company  and the findings and reports  of  the  independent
certified public accountants, and makes such reports and recommendations to  the
Board  of  Directors  as it deems appropriate.  During Fiscal  1998,  the  Audit
Committee met two  times and acted by unanimous written consent one  time.

      COMPENSATION  AND  PERSONNEL COMMITTEE.  The  Compensation  and  Personnel
Committee, which is presently comprised of Messrs. Brown, Steele (Chairman), and
Bunger,  (i)  makes  recommendations to the full Board  concerning  remuneration
arrangements for executive management; (ii) administers the Company's 1994 Stock
Compensation  Program;  and (iii) makes such reports and  recommendations,  from
time  to time, to the Board of Directors upon such matters as the committee  may
deem  appropriate or as may be requested by the Board.  During Fiscal 1998,  the
Compensation Committee met one time. See "Item 11. - Executive Compensation  and
Other Information--Report of Compensation and Personnel Committee".

     The Board of Directors did not have a standing nominating committee, or any
other  committee performing similar functions during Fiscal 1998. The  functions
customarily attributable to a nominating committee were performed by  the  Board
of Directors as a whole.

COMPENSATION OF DIRECTORS

      Directors of the Company who are employees do not receive compensation for
serving  on  the  Board. Non-employee Directors are paid $20,000  per  annum  in
quarterly  installments.  The  Chairman  of  the  Audit  Committee  receives  an
additional $10,000 per annum and the Chairman of the Compensation and  Personnel
Committee receives an additional $10,833  per month in quarterly installments.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table  sets forth, as of July  27,  1998,  the  beneficial
ownership  of (i) each current Director, (ii) each officer named in the  Summary
Compensation Table,  (iii) the Directors and executive officers as a  group  and
(iv)  each  stockholder known to management of the Company to  own  beneficially
more than  5% of the Company's outstanding shares of common Stock.

      For purposes of this Form 10-K/A-1, beneficial ownership of securities  is
defined  in  accordance with the rules of the Securities and Exchange Commission
("SEC")  and  means  generally  that the power to vote  or  exercise  investment
discretion  with  respect  to securities regardless of  any  economic  interests
therein.   Except as otherwise indicated and based upon the Company's review  of
information as filed with the  SEC, the Company believes that the beneficial
owners of the securities listed below have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.

<TABLE>
                                         Amount and Nature           Percent
Name and Address Of Beneficial Owners    of Beneficial Ownership(1)  of Class

<S>                                      <C>                         <C>
Geoffrey P. Jurick (2) (3)               29,752,542                  57.4%

Fidenas International Limited, L.L.C.    29,152,642                  56.3%
831 Route 10
Suite 38, #113
Whippany, NJ 07981 (2)

Grace Brothers Ltd.                       4,369,896                   7.8%
1560 Sherman Avenue, Suite 900
Evanston, IL    60201 (7)

Oaktree Capital Management                3,056,489                   5.6%
550 South Hope St., 22nd Fl
Los Angeles, CA   90071  (8)

Robert H. Brown, Jr. (4)                     50,000                   *

Peter G. Bunger     (4)                      25,000                   *

Jerome H. Farnum (4)                         25,000                   *

Raymond L. Steele (4)                        50,000                   *

John P. Walker (5)                          200,000                   *

Marino Andriani (5)                          50,000                   *

John J. Raab (5)                             33,333                   *

Elizabeth J. Calianese (5)                   20,000                   *

All Directors and Officers               30,205,875                   58.3%
   as a Group (9 persons) (6)

</TABLE>

(*)    Less than one percent

(1)  Based on 50,772,615 shares of Common Stock outstanding as of July 27, 1998,
     plus  shares  of  Common  Stock under option of any Director  or  executive
     officer,  exercisable within 60 days.  Except as otherwise indicated,  does
     not  include (i) shares of Common Stock issuable upon conversion  of  5,137
     shares  of  Series  A  Preferred Stock, (ii)  Common  Stock  issuable  upon
     conversion  of  certain warrants issued to the Company's former  creditors,
     (iii) Common Stock issuable upon exercise of outstanding options, which are
     not  currently exercisable within 60 days, (iv) Common Stock issuable  upon
     conversion   of  the  Company's  8-1/2%  Senior  Subordinated   Convertible
     Debentures  Due 2002 (the "Debentures"), or (v) Common Stock issuable  upon
     the exercise of warrants granted to (a) Dresdner Securities (USA) Inc.,  or
     (b)  First  Cambridge  Securities Corporation ("First  Cambridge"),  and/or
     representatives of First Cambridge it so designates or its beneficiaries.

(2)  Consists  of  15,552,542, 1,600,000 and 12,000,000 shares of  Common  Stock
     which  were  held by FIN, Elision, and GSE, respectively.   FIN  is  record
     holder  of  an additional 847,458 shares of Common Stock and formerly  held
     such  shares as nominee.  The nominee relationship has been terminated  and
     FIN  and  Mr.  Jurick  disclaim  beneficial ownership  of  such  additional
     shares.   Mr. Jurick indirectly owns, through a controlled holding  company
     approximately 95% of FIN.  In addition, Mr. Jurick is the manager  of  FIN.
     FIN  owns  approximately  14.3% of Elision.  Mr.  Jurick  indirectly  owns,
     through  certain holding companies and beneficial interests in  affiliates,
     a  controlling interest in each of GSE and Elision.  In accordance  with  a
     Stipulation   and   Order  of  Settlement,  dated  June   11,   1996   (the
     "Stipulation"),  the shares of Common Stock held by Elision  and  GSE  were
     transferred and registered in the name of FIN.  All of the shares owned  by
     FIN, GSE and Elision are subject to certain restrictions.  See "Item 13.  -
     Certain Relationships and Related Transactions - Certain Outstanding
     Common Stock".

(3)  Includes  options, exercisable within 60 days, to purchase  600,000  shares
     of Common Stock.

(4)  Comprised  of  options issued pursuant to the Company's  1994  Non-Employee
     Director  Stock Option Plan.  See "Security Ownership of Certain Beneficial
     Owners and Management--Compensation of Directors."

(5)  In  July 1994, the Company granted stock options to purchase 200,000 shares
     of Common Stock to Mr. Walker exercisable at an exercise price of $1 per
     share. In November 1995, Mr. Raab was granted stock options to purchase
     50,000 shares of Common Stock at an exercise price of $2.875 per share.
     In April 1996, Mr. Andriani was granted stock options to purchase 75,000
     shares of Common Stock at an exercise price of $2.563 per share and in
     October 1996, Ms. Calianese was granted stock options to purchase
     30,000 shares of Common Stock at an exercise price of $2.25 per share.
     In May 1997, the options granted to Ms. Calianese were repriced to
     $1.00 per share.  The options vest in annual increments of one-
     third,  commencing one year from the date of grant, and their  exercise  is
     contingent on continued employment with the Company.

(6)  Includes  1,043,333 shares of Common Stock subject to  unexercised  stock
     options which were exercisable within 60 days under the  Company's
     Stock Compensation Program.  Does not include options to purchase an
     aggregate  of  61,667 shares of Common Stock not currently exercisable
     within 60 days.

(7)  Based  on  information set forth in Schedule 13G dated May 12, 1998,  filed
     with  the  SEC  by  Grace Brothers Ltd.  Includes 4,290,019  common  shares
     issuable upon conversion of the owner's holdings in the Company's Series  A
     Convertible Preferred shares if such holdings were converted into shares of
     the  Company's  Common Stock as of December 31, 1997.   The  percentage  of
     beneficial  ownership assumes that the common shares that would  be  issued
     upon conversion are outstanding.

(8)  Based  on  information set forth in Schedule 13D dated May 22, 1998,  filed
     with  the SEC by  Oaktree Capital Management LLC, Kenneth Grossman and  OCM
     Principal Opportunities Fund, L.P.  Includes 2,956,489 common shares
     issuable upon conversion of the owners' holdings of the Company's
     Debentures if such holdings  were  converted into shares of the Company's
     Common  Stock.   The percentage of beneficial ownership assumes that the
     common shares that would be issued upon conversion are outstanding.

                      COMPARISON OF CUMULATIVE TOTAL RETURN

PERFORMANCE GRAPH

The  graph  below  compares  the cumulative total stockholders'  return  on  the
Company's  Common Stock for the period December 22, 1994 (the date on which  the
Company's Common Stock began trading on the American Stock Exchange) to April 3,
1998,  with  the  cumulative total return over the same period of  the  American
Stock  Exchange  and  a  peer group of companies selected  by  the  Company  for
purposes  of  comparison,  which includes Cobra Electronics  Corp.,   Matsushita
Electric Industrial Co. Ltd., Philips Electronics N.V., Sony Corp.  and  Zenith
Electronics  Corp.   The  peer  group assumes the  investment  of  $100  in  the
Company's  Common Stock, on December 22, 1994 and reinvestment of all dividends.
The  information  in the graph was provided by Media General Financial  Services
("MGFS").  The comparison of the returns are as follows:

<TABLE>
                    COMPARISON OF CUMULATIVE TOTAL RETURN OF
                      EMERSON RADIO CORP., PEER GROUP INDEX
                             AND BROAD MARKET INDEX
                                        
<CAPTION>
                                            FISCAL YEAR ENDING
                                        
COMPANY/INDEX/MARKET         1994    1995      1996      1997     1998

<S>                          <C>     <C>       <C>       <C>      <C> 
Emerson Radio Corp.          100     135.14    110.81     45.95    18.92 
Peer Group Index             100     103.95    114.52    141.47   142.79
NASDAQ Market Index          100     102.95    138.47    154.92   234.12

</TABLE>

The Customer Selected Stock List is made up of the following securities:

COBRA ELECTRONICS CORP.
MATSUSHITA ELEC IND CO
PHILIPS ELECTRONICS NV
SONY CORP
ZENITH ELECTRONICS CORP.

The  stock  price  performance depicted in the above graph  is  not  necessarily
indicative  of future price performance.  The Corporate Performance  Graph  will
not be deemed to be incorporated by reference in any filing by the Company under
the  Securities  Act or the Exchange Act except to the extent that  the  Company
specifically incorporates the graph by reference.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SPORT SUPPLY GROUP, INC.

     On August 1, 1996, the Company and Emerson Radio (Hong Kong) LTD. ("Emerson
HK"),  filed a Schedule 13D with the SEC.  Pursuant to the Schedule 13D, Emerson
HK  reported that it acquired 669,500 shares of SSG's Common Stock (the "Initial
Shares").

      On  December  10,  1996, the Company acquired directly  from  SSG  (i)  an
additional 1,600,000 shares of newly-issued SSG Common Stock (the "New  Shares")
for an aggregate consideration of $11,500,000, or approximately $7.19 per share,
and   (ii)  5-year  warrants to acquire an additional 1,000,000  shares  of  SSG
Common Stock at an exercise price of $7.50 per share, subject to standard  anti-
dilution adjustments (the "Emerson Warrants") for an aggregate consideration  of
$500,000.

      Prior  to  the  exercise of any of the Emerson Warrants, the  Company  and
Emerson  HK  own approximately 28% of the issued and outstanding shares  of  SSG
Common Stock.  If all of the Emerson Warrants are exercised by the Company,  the
Company will own approximately 36% of the issued and outstanding shares  of  SSG
Common Stock.

      Pursuant  to  a  Registration Rights Agreement (the  "Registration  Rights
Agreement"),  SSG  granted  to the Company and Emerson  HK  certain  demand  and
incidental registration rights with respect to the resale of the shares  of  SSG
Common  Stock they own, as well as on the exercise and resale of the  shares  of
SSG  Common Stock the Company may acquire under the Warrant Agreement  governing
the Emerson Warrants.

      The  total  consideration  paid by the Company  pursuant  to  the  Emerson
Agreement  was  $12  million,  of  which $11,500,000  was  attributable  to  the
1,600,000 New Shares and $500,000 was attributable to the Emerson Warrants.  The
$12,000,000  purchase price was borrowed by the Company from Congress  Financial
Corporation  ("Congress"), the Company's United States  senior  secured  lender,
under the terms of the Company's existing credit facility and in accordance with
the  terms  of  the consent obtained from Congress.  Pursuant to  a  Pledge  and
Security  Agreement as amended, the Company has pledged to Congress  500,000  of
the  New  Shares together with all proceeds thereof and all dividends and  other
income  and distributions thereon or with respect thereto and all rights of  the
Company  to  have  such  New  Shares registered under  the  Registration  Rights
Agreement.

      In  addition, for a period of at least 2 years after the closing,  neither
SSG nor any of its subsidiaries are permitted to enter into or be a party to any
agreement  or  transaction with any Affiliate (as such term is  defined  in  the
Exchange Act) of SSG or the Company, except (i) in the ordinary course of  SSG's
or  its  subsidiaries' business and on terms no less favorable  to  SSG  or  its
subsidiaries  than  would be obtained in a comparable arms'  length  transaction
with a person not an Affiliate of SSG or the Company or  (ii) unless approved by
a  majority  of  SSG's Directors who do not have a direct or  indirect  material
financial interest in the agreement or transaction and which includes a majority
of  Directors  who  are  not officers or employees of  SSG  or  the  Company  or
Directors of the Company.

      Pursuant  to  the  Emerson Agreement, SSG also caused a  majority  of  the
members of its Board of Directors to consist of the Company's designees.   SSG's
Board  of  Directors now includes the following people that are associated  with
the  Company:  Geoffrey  P.  Jurick, Chairman, and Chief  Executive  Officer  of
Emerson  and  SSG; John P. Walker, Executive Vice President and Chief  Financial
Officer  of Emerson and SSG;  and Peter G. Bunger, a Director of both  companies
and  member  of  the  Compensation Committee of each Company.   Mr.  Jurick  has
employment agreements with the Company and SSG.  Messrs. Jurick and Walker split
their time between the two companies.

MANAGEMENT SERVICES AGREEMENT

      During Fiscal 1997, SSG and the Company entered into a Management Services
Agreement,  which  was  amended in Fiscal 1998, in an effort  to  utilize  SSG's
excess  capacity  and  to  enable the Company  to  reduce  certain  costs.   The
Management Services Agreement implements a program whereby SSG performs  certain
services  for the Company in exchange for a fee.  The services include  payroll,
banking, computer/management information systems, payables processing, warehouse
services  (including  subleasing warehouse storage space), provision  of  office
space,  design services and financial management services.  During Fiscal  1998,
SSG  also  reimbursed  the Company for the sharing of  certain  employees.   The
Management Services Agreement may be terminated by either party upon sixty  (60)
days' prior notice.  Termination of the Management Services Agreement could have
a  material  adverse  effect on the Company and its results of  operations.  The
Company  was billed $272,000 and  $3,000 for services provided with  respect  to
the  above  mentioned  agreement  during  Fiscal  1998  and  1997  respectively.
Effective  October  18,  1997,  SSG began paying Mr.  Jurick  directly  for  his
services.   Effective  January 15, 1998, the Company began reimbursing  SSG  for
base  salary and bonus paid to Mr. Walker for the Company's benefit in  lieu  of
paying  Mr.  Walker directly. The Company billed SSG approximately $135,000  and
$47,000  towards  Mr. Jurick's salary during Fiscal 1998 and 1997  respectively.
The Company owed SSG approximately $57,000 for services as of April 3, 1998.

CERTAIN OUTSTANDING COMMON STOCK

      For  information on this matter, reference is made to the  Company's  most
recent Form 10-Q, for the quarterly period ended July 3, 1998, "Part II. - Other
Information, Item 1. - Legal Proceedings".

FUTURE TRANSACTIONS AND LOANS

      The  Company  has adopted a policy that all future affiliated transactions
and loans will be made or entered into on terms no less favorable to the Company
than  those that can be obtained from unaffiliated third parties.  In  addition,
all future affiliated transactions and loans, and any forgiveness of loans, must
be  approved  by a majority of the independent outside members of the  Company's
Board of Directors who do not have an interest in the transactions.

                       SECTION 16(a) BENEFICIAL OWNERSHIP
                              REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended ("Section
16(a)") requires the Company's officers and Directors, and persons who own  more
than  10%  of  a  registered class of the Company's equity  securities  to  file
reports  of  ownership and changes in ownership with the SEC  and  the  American
Stock  Exchange.   Officers,  Directors and greater than  10%  stockholders  are
required  by  certain  regulations to furnish the Company  with  copies  of  all
Section 16(a) forms they file.

      Based solely on its review of the copies of such forms received by it, the
Company  believes  that,  during the year ended April  3,  1998,  its  officers,
Directors  and  greater  than  10% beneficial  owners  have  complied  with  all
applicable filing requirements with respect to the Company's equity securities.
                                        
                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,  this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the date indicated.



/s/ Geoffrey P. Jurick        Chairman of the Board,          July 31, 1998
Geoffrey P. Jurick            Chief Executive Officer and
                              President



/s/ John P. Walker            Executive Vice President,       July 31, 1998
John P. Walker                Chief Financial Officer


/s/ Robert H. Brown, Jr.      Director                        July 31, 1998
Robert H. Brown, Jr.


/s/ Peter G. Bunger           Director                        July 31, 1998
Peter G. Bunger

/s/ Jerome H. Farnum          Director                        July 31, 1998
Jerome H. Farnum

/s/ Raymond L. Steele         Director                        July 31, 1998
Raymond L. Steele