____________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                             _______________________
                                    FORM 10-K
(Mark One)
   [ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED
          EFFECTIVE OCTOBER 7, 1996]
                                        
                    FOR THE FISCAL YEAR ENDED MARCH 31, 1997
                                        
                                       OR
                                        
   [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
                                        
                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              American Stock Exchange
$.01 per share                 

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 10, 1997 (computed by reference  to  the
last  reported sale price of the Common Stock on the American Stock Exchange  on
such date):  $8,180,593.

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 10, 1997: 41,101,687

DOCUMENTS INCORPORATED BY REFERENCE:  Proxy Statement for the 1997  Annual
    Meeting of Stockholders:  Part III

________________________________________________________________________________
                                        
                                     PART I
                                        
Item 1. BUSINESS

General

      Emerson  Radio  Corp. ("Emerson" or the "Company"), one  of  the  nation's
largest   volume  consumer  electronics  distributors,  directly   and   through
subsidiaries, designs, sources, imports and markets a variety of televisions and
other  video  products, microwave ovens, audio and home theater  products.   The
Company  also  licenses  the  Emerson and G-Clef  trademark  for  a  variety  of
television, video, certain other consumer electronic products as well  as  other
products domestically and internationally.  The Company distributes its products
primarily  through  mass  merchants and discount  retailers  leveraging  on  the
strength of its Emerson and G-Clef trademark, a nationally recognized trade name
in the consumer electronics industry.  The trade name "Emerson Radio" dates back
to  1912  and is one of the oldest and most well respected names in the consumer
electronics industry.

      The Company believes it possesses an advantage over its competitors due to
the  combination  of  (i)  the Emerson and G-Clef brand  recognition,  (ii)  its
extensive distribution base and established relations with customers in the mass
merchant  and  discount  retail  channels of distribution,  (iii)  its  sourcing
expertise  and  established vendor relations, and (iv)  an  infrastructure  with
personnel  experienced  in  servicing and providing logistical  support  to  the
domestic  mass  merchant distribution channel.  Emerson intends to  continue  to
leverage  its  core  competencies to offer a broad variety of  current  and  new
consumer  products  to  retail customers in developing markets  worldwide.   The
Company  has  in the past and intends in the future to form joint  ventures  and
enter  into  licensing  agreements which will take advantage  of  the  Company's
trademarks and utilize the Company's logistical and sourcing advantages.

      The  Company's  core  business consists of the distribution  and  sale  of
various  low to moderately priced product categories, including black and  white
and color televisions, video cassette recorders ("VCRs"), video cassette players
("VCPs"),  TV/VCR  combination units, home stereo and portable  audio  products,
home  theater  products  and  microwave ovens.  The majority  of  the  Company's
marketing and sales of these products is concentrated in the United States  and,
to  a  lesser  extent,  certain other international  regions.   Emerson's  major
competition  in these markets are foreign-based manufacturers and  distributors.
See "Business - Competition."

      The  Company was originally formed in the State of New York in 1956  under
the  name  Major Electronics Corp.  In 1977, the Company reincorporated  in  the
State  of  New Jersey and changed its name to Emerson Radio Corp.  On March  31,
1994,  the  Company  successfully reorganized itself under  Chapter  11  of  the
Federal  Bankruptcy Code.  On April 4, 1994, the Company was  reincorporated  in
Delaware  by merger of its predecessor into its wholly-owned Delaware subsidiary
formed  for  such purpose.  References to "Emerson" or the "Company"  refers  to
Emerson  Radio  Corp. and its predecessor and subsidiaries, unless  the  context
otherwise  indicates.  The Company's principal executive offices are located  at
Nine  Entin  Road,  Parsippany, New Jersey 07054-0430.  The Company's  telephone
number in Parsippany, New Jersey, is (973) 884-5800.

COMPANY PRODUCTS

     The Company directly and through subsidiaries designs, sources, imports and
markets a variety of television and other video products, microwave ovens, audio
and  home theater products, primarily on the strength of its Emerson and  G-Clef
trademark, a nationally recognized symbol in the consumer electronics  industry.
The Company's current product categories consist of the following:

<TABLE>

<CAPTION>

        VIDEO PRODUCTS           AUDIO PRODUCTS           OTHER
                                   
        <C>                      <C>                      <C>                
        Color televisions        Shelf systems            Home theater

        Black and white          CD stereo systems        Microwave ovens
           specialty                       
           televisions

        Color specialty          Portable audio,    
           televisions              cassette and CD
                                    systems

        Color TV/VCR             Personal audio,    
           combination units        cassette and CD
                                    systems

        Video cassette           Digital clock      
           recorders                radios

        Specialty video                       
           cassette players
</TABLE>

      All  of  the Company's products offer various features.  Color  television
units  range  in  screen  size from 5 inches to 25 inches  and  specialty  color
televisions are offered in 5 inch and 9 inch units.  Combination units range  in
screen  size  from  9  inches to 25 inches.  Portable audio systems  incorporate
AM/FM  radios  and/or  cassette  and/or CD  players  in  a  variety  of  models.
Microwave  ovens range in size from 0.6 cubic feet to 1.2 cubic feet  containing
features  such  as turntables, key pad touch controls, auto defrost  and  multi-
power levels. Industry sales of units of  home theater speakers increased 15% in
1996  and  are  expected to increase another 7% in 1997.  Emerson  entered  this
market segment with two new products during the fiscal year ended March 31, 1996
("Fiscal  1996")  and is introducing another product in the fiscal  year  ending
March  31, 1998 ("Fiscal 1998").  The new product is CinemaSurround (TM), a  new
concept  in  Home Theater Technology which uses a sophisticated  patent  pending
technology  to  deliver  dynamic 3-dimensional sound  from  any  stereo  source,
without the need for any decoding electronics.

GROWTH STRATEGY

      The  Company's  strategic  focus  is  to:   (i)  develop  and  expand  its
distribution of consumer electronics products in the domestic marketplace to new
customers, (ii) the development and sale of new products, such as home  theater;
(iii) capitalize on opportunities to license the Emerson and G-Clef  trademark;
(iv) leverage and exploit its sourcing capabilities, buying power and logistics
expertise in the Far East either internally or on behalf of third parties;  (v)
expand international sales and distribution channels; and (vi) expand  through
strategic  mergers and acquisitions of, or controlling interests in,   companies
in similar or complimentary businesses.

       As   part  of  its  efforts  to  expand  through  strategic  mergers  and
acquisitions, the Company acquired 27% of the outstanding common stock of  Sport
Supply  Group,  Inc.  ("SSG"),  a New York Stock  Exchange  listed  company,  in
December  1996.   The  Company  also purchased  five  year  warrants  (the  "SSG
Warrants")  to  acquire an additional 1,000,000 shares of  common  stock  at  an
exercise   price   of  $7.50  per  share,  subject  to  standard   anti-dilution
adjustments.   Assuming the exercise of all the SSG Warrants, the Company  would
beneficially own approximately 35% of SSG's outstanding common stock.   As  part
of  the  securities acquisition, SSG appointed the Company's designees to become
the  majority  of  the  members of its Board of Directors  and  certain  of  the
Company's  management  is  directly involved  in  SSG's  day-to-day  operations.
Subsequent to such acquisition, SSG's stockholders elected Emerson's nominees as
a  majority of the members of its Board of Directors.  In addition, the  Company
arranged  for  foreign trade credit financing of $2 million for the  benefit  of
SSG.

      SSG is the largest direct mail distributor of sporting goods equipment and
supplies  in the United States.  SSG sells its products at margins significantly
higher  than  the  average of Emerson's core business and  to  an  institutional
market  which  does  not  require the significant after-market  servicing  costs
typical  of Emerson's core business.  The investment allows Emerson to diversify
from   its  core  business  of  consumer  electronics  distribution  to  another
distribution  business that offers what management believes  to  be  significant
growth   potential.   Emerson  should  also  benefit  by  several  cost  sharing
opportunities  including sharing the compensation costs  of  senior  management.
SSG  benefited from the investment by gaining the liquidity needed to  cure  its
then-existing  loan  default with its senior lenders  and  amended  its  secured
credit  facility on more favorable terms.  Also, SSG now possesses  the  capital
necessary  to  take advantage of opportunities to increase its business  in  the
institutional sporting goods market both in the U.S. and internationally and  to
continue marketing its products showcased at the 1996 Olympic games.

     The Company believes that the Emerson and G-Clef trademark is recognized on
a  world-wide basis.  A principal component of the Company's growth strategy  is
to  utilize  this brand name recognition together with the Company's  reputation
for  quality  and cost competitive products to aggressively promote its  product
lines within the United States and targeted geographic areas on an international
basis.   The  Company's management believes the Company will be able to  compete
more  effectively in the highly competitive consumer electronics  and  microwave
oven  industries,  domestically  and internationally,  by  combining  innovative
approaches to the Company's current product line and augmenting its product line
with complimentary products.  The Company intends to pursue such plans either on
its   own,   or   by  forging  new  relationships,  including  through   license
arrangements,  partnerships  and joint ventures.   See  "Business-Licensing  and
Related Activities."

SALES AND DISTRIBUTION

      The  Company has an integrated system to coordinate the purchasing,  sales
and  distribution segments of its operations.  The Company receives orders  from
its  major  accounts electronically or by the conventional modes  of  facsimile,
telephone  or mail.  The Company does not have long-term contracts with  any  of
its  customers,  but  rather  receives orders on  an  ongoing  basis.   Products
imported by the Company (generally from the Far East and Mexico) are shipped  by
ocean  and/or  inland  freight  and then stored in contracted  public  warehouse
facilities  for shipment to customers.  All merchandise received by  Emerson  is
automatically  updated  into  the  Company's on-line  inventory  system.   As  a
purchase  order  is  received  and filled, warehoused  product  is  labeled  and
prepared for outbound shipment to Company customers by common, contract or small
package carriers.

      The  Company  also  makes  available to  its  customers  (through  foreign
subsidiaries) a direct import program, pursuant to which products  are  imported
directly  by the Company's customers.  In the fiscal year ended March  31,  1997
("Fiscal 1997") and Fiscal 1996, products representing approximately 49% and 44%
of  net revenues, respectively, were imported directly from manufacturers to the
Company's  customers.   The  Company intends  to  increase  this  percentage  to
approximately 80% in Fiscal 1998.  See "Management's Discussion and Analysis  of
Results  of  Operations and Financial Condition."  If the Company experiences  a
decline in sales effected through direct imports and a corresponding increase in
domestic  sales,  its  working  capital  and  inventory  requirements  will   be
incrementally affected.  See "Management's Discussion and Analysis of Results of
Operations and Financial Condition."

DOMESTIC MARKETING

      In  the  United States, the Company markets its products primarily through
mass merchandisers and discount retailers.  Wal-Mart Stores, Inc. ("Wal-Mart" or
the  "Customer")  accounted for approximately 36% and 18%,  and  Target  Stores,
Inc.,  accounted for approximately 13% and 16% of the Company's net revenues  in
Fiscal  1997  and  Fiscal 1996, respectively.  Net revenues   from  Wal-Mart  in
Fiscal  1997 and 1996 exclude sales of certain video products which are  subject
to  a  license/supply arrangement, which became effective as of March 31,  1995.
The Company reports the royalty revenues attributable to such sales, in lieu  of
reporting  the  full  dollar  value of such sales  and  associated  costs.   See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."  Net sales of these products to Wal-Mart accounted for approximately
47%  of  consolidated net revenues in Fiscal 1995.  See "Business-Licensing  and
Related  Activities."   No other customer accounted for more  than  10%  of  the
Company's net revenues in either period.

      Approximately  43% and 58% of the Company's revenues in  Fiscal  1997  and
Fiscal  1996, respectively, were made through sales representative organizations
which  receive  sales  commissions and work closely  with  the  Company's  sales
personnel.  The  sales representative organizations sell,  in  addition  to  the
Company's  products, allied, but generally non-competitive, products.   In  most
instances, either party may terminate a sales representative relationship on  30
days'  prior notice in accordance with customary industry practice.  The Company
utilizes  approximately  30  sales representative organizations,  including  one
through which approximately 13% and 19% of the Company's net revenues were  made
in Fiscal 1997 and Fiscal 1996, respectively, and one other through which 14% of
the   Company's  net  revenues  were  made  in  Fiscal  1996.   No  other  sales
representative  organization accounted for more than 10% of  the  Company's  net
revenues  in  either period. The remainder of the Company's sales  are  made  to
retail  customers  serviced principally by the Company's sales  personnel.   The
Company  has three sales professionals based in the United States.  The domestic
sales force is based in the Company's New Jersey corporate headquarters, and  in
a regional office located in Missouri.

FOREIGN MARKETING

      While  the  major portion of the Company's marketing efforts are  directed
toward  the United States, approximately 4% and 5% of the Company's net revenues
in  Fiscal 1997 and Fiscal 1996, respectively, were made to foreign customers in
Canada,  Central and South America, Spain and the Middle East.  See  Note  M  of
Notes  to  Consolidated  Financial Statements and "Management's  Discussion  and
Analysis of Results of Operations and Financial Condition."

LICENSING AND RELATED ACTIVITIES

     In February 1997, the Company executed five-year license/supply agreements,
subject  to  renewals, with Cargil International Corp. ("Cargil"), covering  the
Caribbean  and Central and South American markets.  The agreements  provide  for
the license of the Emerson and G-Clef trademark for certain consumer electronics
and other products to be sold in those markets and the provision of sourcing and
inspection  services.   Under the terms of these agreements,  the  Company  will
receive  minimum  annual royalties through the life of the  agreement  and  will
receive a separate fee for sourcing and inspection services.  Cargil assumes all
costs  and  expenses associated with the purchasing, marketing  and  after-sales
support  of such products.  See "Management's Discussion and Analysis of Results
of Operations and Financial Condition."

      Subsequent  to  the  end  of  Fiscal 1997, Emerson  executed  a  four-year
agreement with Daewoo Electronics Co. Ltd. and its U.S. affiliate (collectively,
"Daewoo").   This  agreement  provides  that,  subject  to  existing  agreements
relating  to sales to the Customer, Daewoo will manufacture and sell  television
and video products bearing the Emerson and G-Clef trademark to all customers  in
the  U.S.  market.   Daewoo will also be responsible for, and assume  all  risks
associated  with, order processing, shipping, credit and collections, inventory,
returns  and  after- sale services.  The Company will arrange sales and  provide
marketing  services and receive a commission for such services.   Sales  to  the
Customer  are currently subject to a license/supply agreement with  one  of  the
Company's  former  suppliers  and certain of its affiliates  (collectively,  the
"Supplier"), as more fully described below.

      Additionally,  in  June  1997, the Company entered  into  a  non-exclusive
license agreement with World Wide One, a Hong Kong corporation, for use  of  the
Emerson  and  G-Clef trademark in connection with the sale of  certain  consumer
electronics  products  and  other products to Makro International Far East 
Ltd. for their exclusive sale in in China, Indonesia, Malaysia, Philippines, 
South Korea, Taiwan and Thailand.  The term is initially for a six month trial
period at which time the agreement will either be terminated or continue for  an
additional twelve months. In addition, the Company will provide sourcing and
inspection  services for at least 50% of World Wide One's purchase requirements.
World Wide One is required to meet certain minimum sales requirements as well as
ensuring the establishment of adequate service centers or agents for after sales
warranty services.

      In  Fiscal  1995, the Company successfully concluded licensing  agreements
with (i) the Supplier for the sale of certain video products bearing the Emerson
and  G-Clef  trademark  to the Customer's locations in  the  United  States  and
Canada,  (ii)  Jasco Products Co., Inc. ("Jasco"), one of the  largest  domestic
electronics  accessory companies, for distribution of electronic accessories  in
the  United  States,  and  (iii) the Franklin Mint for distribution  of  classic
Emerson Radio reproductions. The Company intends to pursue additional
licensing opportunities and believes that such licensing activities has had and
will continue to have a positive impact on operating results by generating
royalty income with  minimal costs, if any, and without the necessity of
utilizing working capital or accepting customer returns.  See "Management's
Discussion and Analysis of Results of Operations and Financial Condition."

DESIGN AND MANUFACTURING

     The majority of the Company's products are manufactured by original 
equipment manufacturers in accordance with the Company's specifications.  These
manufacturers are primarily located in Hong Kong, South Korea, China, 
Malaysia, Thailand and Mexico.

      The Company's design team is responsible for product development and works
closely with the Company's suppliers.  The Company's engineers determine the
detailed  cosmetic and option specifications for new products,  which  typically
incorporate commercially available electronic parts to be assembled according to
the Company's designs.  Accordingly, the exterior designs and operating features
of  the Company's products reflect the Company's judgment of current styles  and
consumer  preferences.  The Company's designs are tailored to meet the needs  of
the  local market, particularly in the case of international distribution, where
products are generally introduced on a country-by-country basis.

       During  Fiscal  1997  and  Fiscal  1996,  approximately  100%  and   93%,
respectively, of the cost value of the Company's purchases consisted of imported
finished goods.  Daewoo and Imarflex, Mfg. Co., Ltd. supplied approximately  22%
and  16%,  respectively,  of the Company's total purchases in  Fiscal  1997  and
approximately  21% and 14%, respectively in Fiscal 1996.   Additionally,  Orient
Power  Electronics  Limited supplied approximately 22% of  the  Company's  total
purchases  in  Fiscal  1997 and Kong Wah, the Supplier and  Musical  Electronics
Limited  supplied approximately 17%, 16% and 12%, respectively, of the Company's
total  purchases in Fiscal 1996.  No other supplier accounted for more than  10%
of  the Company's total purchases in Fiscal 1997 or Fiscal 1996.  Except  as  to
the  Supplier, the Company considers its relationships with its suppliers to  be
satisfactory  and  believes  that, barring any  unusual  shortages  or  economic
conditions,  it  could develop, and has developed, alternative sources  for  the
products  it currently purchases. Except for the agreement with Daewoo described
above  (See "Business-Licensing and Related Activities"), the Company  does  not
have a contractual agreement with any of its suppliers for product purchases and
no assurance can be given that certain brief shortages of product would not
result  if  the  Company  were required to seek alternative  sources  of  supply
without  adequate  notice  by  a supplier or a reasonable  opportunity  to  seek
alternate production facilities and component parts.

WARRANTIES

       The  Company  offers  its  United  States  consumers  limited  warranties
comparable to those offered to consumers by its competitors and accepts  returns
from its customers in accordance with customary industry practices.

RETURNED PRODUCTS

      The  Company's customers return product to the Company for  a  variety  of
reasons, including liberal retailer return policies, damage to goods in  transit
and occasional cosmetic imperfections and mechanical failure.

      Effective  April 1, 1994, the Company formed a partnership ("Partnership")
with Hopper Radio of Florida, Inc. ("Hopper").  The Company and Hopper each  own
a  50% interest in the Partnership.  The Partnership was formed to purchase  (i)
all  returned  consumer  electronics products in  the  United  States  from  the
Company, refurbish them, if feasible, and sell them refurbished or "As-Is" on  a
worldwide  basis  in all countries where the Company has trademark  rights,  and
(ii)  new  consumer  electronics products from manufacturers sourced  through  a
subsidiary  of the Company or through third parties, if such new products  could
be  obtained on more favorable prices and terms, for sale exclusively in  Mexico
and Central and South America.

      The Partnership, during its existence, enabled the Company to control  the
costs  associated with product returns by providing a stable selling  price  for
returned products and increased inventory turnover by utilizing the distribution
network  of Hopper to sell products. Effective January 1, 1997, the Company  and
Hopper  mutually agreed to dissolve the Partnership and wind down its
operations.  The partners have elected to extend such wind down to facilitate
a more orderly liquidation of the Partnership.  The Company has executed an
agreement with Hi Quality International (U.S.A.) Inc. ("Hi Quality")
to replace the Partnership as  an outlet for the Company's returned products.
Hi Quality will purchase all returned consumer electronics products in the
United States, that are not subject to the return to vendor agreements 
discussed below, from the Company, refurbish them, if feasible, and sell
them refurbished or "As-Is" in the United States, Mexico and Canada.

      To  further reduce the costs associated with product returns, the  Company
has  entered  into  "return  to vendor" agreements  with  the  majority  of  its
suppliers.   For  a fee, the agreements permit the Company to return  defective-
product returns to the supplier and to receive in exchange an "A" quality  unit.
The  agreements  cover  certain microwave oven, home theater,  audio  and  video
products.   The Company has realized and expects to continue to realize
significant cost savings from such agreements.

BACKLOG

      From  time-to-time, the Company has substantial orders from  customers  on
hand.  Management believes, however, that backlog is not a significant factor in
its  operations.  The ability of management to correctly anticipate and  provide
for  inventory  requirements  is essential to the successful  operation  of  the
Company's business.

TRADEMARKS

    The Company owns the Emerson and G-Clef, "H.H. Scott" and "Scott" trademarks
for  certain  of its home entertainment and electronic products  in  the  United
States, Canada, Mexico and various other countries.  Of the trademarks owned  by
the  Company, those registered in the United States must be renewed  at  various
times  through  2008 and those registered in Canada must be renewed  at  various
times  through 2011. The Company's trademarks are also registered on a worldwide
basis,  which  registrations  must be renewed at  various  times.   The  Company
intends to renew all such trademarks.  The Company considers the Emerson and  G-
Clef  trademark to be of material importance to its business.  The Company  owns
several  other trademarks, none of which is currently considered by the  Company
to  be of material importance to its business.  The Company has licensed certain
applications of the Emerson and G-Clef trademark to Cargil, Daewoo,  World  Wide
One,  the  Supplier,  Jasco  and the Franklin Mint  on  a  limited  basis.   See
"Business - Licensing and Related Activities."

COMPETITION

      The  market  segment  of the consumer electronics industry  in  which  the
Company  competes generates approximately $16 billion of factory sales  annually
and  is  highly  fragmented,  cyclical and very  competitive,  supporting  major
American,  Japanese and Korean companies, as well as numerous  small  importers.
The industry is characterized by the short life cycle of products which requires
continuous  design and development efforts.  Market entry is comparatively  easy
because of low initial capital requirements.

      The  Company primarily competes in the low to medium-priced sector of  the
consumer electronics market.  Management estimates that the Company has  several
dozen  competitors,  many of which are much larger and  have  greater  financial
resources  than  the  Company.   Emerson's major competitors  are  foreign-based
manufacturers and distributors.  The Company competes primarily on the basis  of
its  products'  reliability, quality, price and design, the Emerson  and  G-Clef
trademark and service to retailers and their customers.  The Company's  products
also  compete at the retail level for shelf space and promotional displays,  all
of  which  have an impact on the Company's established and proposed distribution
channels.   See  "Management's Discussion and Analysis of Results of  Operations
and Financial Condition."

SEASONALITY

      The Company generally experiences stronger demand for its products in  the
quarters  of  each  year ending September 30 and December 31.   Accordingly,  to
accommodate  such increased demand, the Company generally is required  to  place
seasonally higher orders with its vendors during the quarters ending June 30 and
September  30,  thereby affecting the Company's need for working capital  during
such  periods.   On  a  corresponding basis, the  Company  also  is  subject  to
increased  returns  during the quarters ending on March 31 and  June  30,  which
adversely affects the Company's collection activities during such periods,  also
affecting  its liquidity.  Operating results may fluctuate due to other  factors
such  as  the timing of the introduction of new products, price changes  by  the
Company  and  its competitors, demand for the Company's products,  product  mix,
delay,  available  inventory levels, fluctuation in  foreign  currency  exchange
rates relative to the United States dollar, seasonal cost increases, and general
economic conditions.

GOVERNMENT REGULATION

      Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974  and
regulations promulgated thereunder, the United States government charges  tariff
duties,  excess  charges,  assessments and penalties  on  many  imports.   These
regulations  are subject to constant change and revision by government  agencies
and  by action by the United States Trade Representative and may have the effect
of  increasing the cost of goods purchased by the Company or limiting quantities
of  goods  available to the Company from its overseas suppliers.   A  number  of
states have adopted statutes regulating the manner of determining the amount  of
payments  to independent service centers performing warranty service on products
such  as  those  sold  by  the  Company.   Additional  Federal  legislation  and
regulations   regarding  the  importation  of  consumer  electronics   products,
including  the  products  marketed  by the  Company,  have  been  proposed  from
time-to-time  and,  if  enacted into law, could adversely affect  the  Company's
results of operations.

EMPLOYEES

      As  of  July 10,  1997, the Company had approximately 103 employees.   The
Company considers its labor relations to be generally satisfactory.

ITEM 2.  PROPERTIES

      The  Company, directly and through its subsidiaries, leases warehouse  and
office  space  in  New Jersey, Missouri, Canada, and the Far  East  under
leases expiring  at  various  times through calendar 1998,  at  minimum 
aggregate rentals, net of sublease income, as follows:

<TABLE>

        FISCAL
      YEAR ENDING
       MARCH 31,                                   (IN THOUSANDS)

          <C>                                         <C>
          1998                                        $1,231
          1999                                           328
                                                      $1,559
</TABLE>

      In the past several years, the Company has closed substantially all of its
leased  or  owned  warehouse facilities in favor of utilizing  public  warehouse
space  as part of the Company's effort to convert fixed costs to variable costs.
Such public warehouse commitments are evidenced by contracts with terms of up
to one year.   The cost for the public warehouse space is primarily based on a
fixed percentage of the  Company's sales from each respective location. Such
amounts are not included  in  the  above  table.  The Company does not presently
own any real property.   In  addition, the Company has subleased all of its 
Canadian office space and 12% of its New Jersey corporate headquarters.

ITEM 3.  LEGAL PROCEEDINGS
                                        
BANKRUPTCY CLAIMS

      The  Company is presently contesting claims submitted by several creditors
in  its  reorganization under Chapter 11 of the Federal  Bankruptcy  Code.   The
largest  claim  was  filed  on or about July 25, 1994  in  connection  with  the
rejection  of  certain executory contracts with two Brazilian entities,  Cineral
Electronica   de  Amazonia  Ltda.  and  Cineral  Magazine  Ltda.  (collectively,
"Cineral").  The amount currently claimed  is for approximately $93,563,457,  of
which  $86,785,000 represents a claim for loss of profits.  The  claim  will  be
satisfied,  to the extent the claim is allowed by the Bankruptcy Court,  in  the
manner  other allowed unsecured claims were satisfied, at 18.3% of  the  allowed
claim.   The  Company believes the Bankruptcy Court will separately  review  the
portion  of the claim for lost profits from the substantially smaller claim  for
actual  damages.  The Company has objected to the claim, intends  to  vigorously
contest  such  claim  and  believes it has meritorious defenses  to  the  highly
speculative portion of the claim for lost profits and the portion of  the  claim
for  actual  damages  for  expenses incurred  prior  to  the  execution  of  the
contracts.  Additionally, on or about September 30, 1994, the Company instituted
an  adversary  proceeding in the Bankruptcy Court asserting  damages  caused  by
Cineral and seeking declaratory relief and replevin. An adverse final ruling  on
the  Cineral  claim  could have a material adverse effect on the  Company,  even
though it would be limited to 18.3% of the final claim determined by a court  of
competent jurisdiction; however, in light of the foregoing, the Company believes
the chances for recovery for lost profits are remote.

TELETECH LITIGATION

      In December 1990, an action entitled Emerson Radio (Hong Kong) Limited  (a
wholly  owned  subsidiary of the Company) and Teletech (Hong Kong)  Limited  was
commenced  in the Supreme Court of Hong Kong High Court (the "Teletech  Action")
by  Emerson Radio (Hong Kong) Limited ("Emerson (H.K.)") against Teletech  (Hong
Kong)  Limited ("Teletech").  The Statement of Claim, filed and served in  March
1991,  alleges that Teletech breached its agreements to sell cordless telephones
and  telephone  answering  machines  to Emerson  (H.K.)  and  seeks  damages  of
approximately  $1,000,000.  In March 1991, Teletech filed  a  counterclaim  that
essentially denies the allegations and alleges that Emerson (H.K.) breached  its
agreement  to  purchase  cordless telephones and  telephone  answering  machines
arising  from  wrongful cancellation of placed orders.  The  counterclaim  seeks
damages of approximately $1,700,000.  In May 1991, Emerson (H.K.) filed a  reply
to  the  counterclaim denying the allegations in the counterclaim. The  case  is
presently   dormant.   This  litigation  was  not  affected  by  the  bankruptcy
proceedings.

OTAKE LITIGATION

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.  (collectively, the "Otake Defendants") alleging breach of contract,  breach
of  covenant  of  good faith and fair dealing, unfair competition,  interference
with  prospective  economic  gain, and conspiracy  in  connection  with  certain
activities of the Otake Defendants under certain agreements between the  Company
and  the  Otake Defendants.  On December 21, 1995, Orion Sales, Inc.  and  Orion
Electric  (America), Inc. filed suit against the Company in  the  United  States
District  Court,  Southern  District of Indiana, Evansville  Division,  alleging
various breaches of certain agreements by the Company, including breaches of the
confidentiality  provisions, certain payment breaches,  breaches  of  provisions
relating to product returns, and other alleged breaches of those agreements, and
seeking  damages  in the amount of $2,452,656, together with  interest  thereon,
attorneys'  fees, and certain other costs.  While the outcome of the New  Jersey
and  Indiana actions are not certain at this time, the Company believes  it  has
meritorious  defenses against the claims made by the plaintiffs in  the  Indiana
action.   In  any  event, the Company believes the results  of  that  litigation
should  not  have  a material adverse effect on the financial condition  of  the
Company or on its operations.

TAX MATTERS

      In  June  and  October  1988, the Franchise Tax  Board  of  the  State  of
California  issued  Notices  of Proposed Assessment  to  the  Company  proposing
additional  state  income tax of approximately $501,000 in the  aggregate,  plus
interest,  for  the  fiscal years 1980, 1985 and 1986.  In August  and  November
1988,  the  Company filed protests with the Franchise Tax Board taking exception
to the Notices of Proposed Assessment.  After disallowing the Company's protest,
on  July  24,  1992, the Franchise Tax Board issued a formal  Notice  of  Action
assessing  a  deficiency  in  the  aggregate of  approximately  $664,000,  which
includes interest through July 24, 1992.  On August 24, 1992, the Company  filed
an  appeal  with the California State Board of Equalization.  The Franchise  Tax
Board  filed  a response on April 29, 1993, and the Company filed its  reply  on
July  16,  1993.   This  matter  was temporarily  stayed  during  the  Company's
bankruptcy proceeding, until the Bankruptcy Court entered an Order of Abstention
directing  the parties to litigate in California.  The proceeding in  California
is currently pending.

      On  February 15, 1994, the Franchise Tax Board issued Notices of  Proposed
Assessment to the Company proposing additional state income tax of approximately
$382,000  in the aggregate, plus interest, for the fiscal years 1987,  1988  and
1989.   The Company filed its protest with the Franchise Tax Board on April  15,
1994, taking exception to the Notices of Proposed Settlement.

      Management  believes  that  adequate amounts of  tax  reserves  have  been
provided for any adjustments which may result from the above assessments and any
possible additional adjustments for years not currently under examination.

LITIGATION REGARDING CERTAIN OUTSTANDING COMMON STOCK

      Subsequent to confirmation of the Plan of Reorganization, litigation arose
among  the  principal  shareholders of Fidenas Investment Limited  ("FIL"),  the
Company's   largest  shareholder  prior  to  confirmation   of   the   Plan   of
Reorganization,  with  respect to various business  relations  and  transactions
entered  into  among the shareholders, certain affiliates and their  principals,
including  Geoffrey Jurick, the Company's Chairman, Chief Executive Officer  and
President, and Petra and Donald Stelling.  Mr. Stelling was the former  Chairman
of the Company.

      Based  on  certain charges raised by the Stellings, the Swiss  authorities
commenced  investigations and have questioned Mr. Jurick, Mr. Peter  Bunger  and
Mr.  Jerome  Farnum, directors of the Company. In connection with the settlement
discussed  below,  letters  were sent to the Swiss  authorities  requesting  the
discontinuance  of the criminal investigations of these individuals.  While  the
investigation  is still pending, none of Messrs. Jurick, Bunger or  Farnum  have
been  indicted by the Swiss Court. The Federal Banking Commission of Switzerland
has  issued  a  decree purporting to determine that certain entities  affiliated
with  Messrs.  Jurick  and Farnum are subject to Swiss  banking  laws  and  have
engaged in banking activities without a license.

      On June 11, 1996, Petra Stelling and certain other creditors of Mr. Jurick
and  entities  affiliated to him (which are the principal  stockholders  of  the
Company),  (collectively, the "Creditors"), Mr. Jurick,  the  Company  (together
with  the Creditors, the "Lead Parties"), and such principal stockholders signed
a Stipulation of Settlement and Order (the "Settlement Agreement") providing for
a  settlement  of  all  litigation among them on  a  global  basis.   Under  the
Settlement  Agreement, Mr. Jurick and Fidenas International Limited L.L.C. 
have agreed to pay the  Creditors  the aggregate sum of $49.5 million
(the "Settlement Amount") and Mr. Jurick will  be paid the sum of $3.5
million.  Such payments are contemplated to  be solely from
the proceeds of the sale of the 29,152,542 shares of Emerson's Common Stock (the
"Settlement  Shares") owned by such principal stockholders.  All of such  shares
have been deposited with and will remain in the custody of the United States
District Court in Newark, New Jersey ("the Court"), to prevent defaults under
the Company's borrowing facilities.

      No  definite time has been provided for the sale of any shares or the full
payment  of the Settlement Amount.  However, a Creditor may apply to the  Court,
on  notice  to  all  other Lead Parties, to terminate the Settlement  Agreement,
based  on  the totality of the circumstances, on the grounds that its goals  and
purposes  are not reasonably likely to be realized.  No assurance can  be  given
that  sufficient  proceeds will be realized from the  sale  of  such  shares  to
satisfy  in full the Creditors.  The Creditors will be able to resort to consent
judgments  against Mr. Jurick and his affiliates if the Settlement Agreement  is
terminated.  Such a termination would also likely result in a default under  the
Company's borrowing facilities.
     
JENSEN LITIGATION

      On  May  10, 1996, International Jensen Incorporated ("Jensen")  filed  an
action  in  the  United  States  District Court for  the  Northern  District  of
Illinois, Eastern Division, against the Company and Eugene I. Davis, an  officer
of  the Company, for violations of proxy solicitation rules and for breach of  a
confidentiality  agreement with Jensen. On May 20, 1996,  the  Company  filed  a
counterclaim  in  this  action  alleging that Jensen  and  its  Chairman,  Chief
Executive Officer and President, Robert G. Shaw fraudulently induced the Company
to  enter  into  a  confidentiality agreement and failed to negotiate  with  the
Company  in  good  faith.  Subsequently, Recoton  Corporation  ("Recoton"),  the
successful bidder in acquiring Jensen, filed an action in the same Court against
Emerson.   In June 1997, Emerson, Mr. Davis, Jensen, Recoton, and certain  other
related parties entered into a settlement agreement settling all disputes  among
them  and releasing each other from all liability in connection with the subject
matter of these actions on terms Emerson believes to be beneficial to it.

OTHER LITIGATION

      The  Company is involved in other legal proceedings and claims of  various
types  in  the ordinary course of business.  While any such litigation to  which
the  Company is a party contains an element of uncertainty, management presently
believes  that the outcome of each such proceeding or claim which is pending  or
known  to  be  threatened, or all of them combined, will  not  have  a  material
adverse effect on the Company's consolidated financial position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No  matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 1997.
                                        
                                     PART II
                                        
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
       STOCKHOLDER MATTERS

     (a)  Market Information

      The Company's Common Stock has traded on the American Stock Exchange since
December  22,  1994 under the symbol MSN.  The following table  sets  forth  the
range of high and low sales prices for the Company's Common Stock as reported by
the American Stock Exchange during the last two fiscal years.

<TABLE>

<CAPTION>
        FISCAL 1996         HIGH          LOW
                                          
        <S>                 <C>           <C>
        First Quarter       $3-1/8        $2-1/4
        Second Quarter       3-3/4         2-1/4
        Third Quarter        3             1-3/8
        Fourth Quarter       2-7/8         1-3/4

<CAPTION>
        FISCAL 1997         HIGH          LOW
                                          
        <S>                 <C>           <C>
        First Quarter       $3            $2
        Second Quarer        3             2
        Third Quarter        2-1/4         1-1/8
        Fourth Quarter       1-7/8           7/8

</TABLE>

      The Series A Preferred Stock and Warrants outstanding are freely tradable;
however, there is no established trading market for either security.

     (b)  Holders

     At July 10, 1997, there were approximately 465 stockholders of record of
the  Company's Common Stock, and 19 holders of record of the Series A Preferred
Stock and 12 holders of the Warrants.

     (c)  Dividends

     The Company's policy has been to retain all available earnings, if any, for
the  development  and growth of its business.  The Company has never  paid  cash
dividends  on  its  Common Stock.  In deciding whether to pay dividends  on  the
Common  Stock  in  the  future, the Company's Board of Directors  will  consider
factors  it  deems  relevant,  including the Company's  earnings  and  financial
condition  and  its  working capital and anticipated capital expenditures.   The
Company's  United  States  credit facility and  the  Indenture  contain  certain
dividend payment restrictions on the Company's Common Stock.  Additionally,  the
Company's  Certificate of Incorporation, defining the rights  of  the  Series  A
Preferred  Stock, prohibits Common Stock dividends unless the Series A Preferred
Stock  dividends  are paid or put aside.  The Series A Preferred  Stock  accrues
dividends, payable on a quarterly basis, at a 7% dividend rate through March 31,
1997,  then  declining by a 1.4% dividend rate each succeeding year until  March
31,  2001  when no further dividends are payable.  The Company is  currently  in
arrears on $469,000 of dividends of the Company's Series A Preferred Stock.  See
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition."

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA
                                        
      The following table sets forth selected consolidated financial data of the
Company  for  the years ended March 31, 1997, 1996, 1995, 1994  and  1993.   The
selected  consolidated  financial data should be read in  conjunction  with  the
Company's  consolidated financial statements, including the notes  thereto,  and
"Management's  Discussion  and Analysis of Results of Operations  and  Financial
Condition" set forth elsewhere in this Form 10-K.

<TABLE>
                                                           
<CAPTION>
                         YEAR       YEAR       YEAR      YEAR       YEAR
                         ENDED      ENDED      ENDED     ENDED      ENDED
                         MARCH 31,  MARCH 31,  MARCH 31, MARCH 31,  MARCH 31,
                         1993       1994       1995      1996       1997
                                (In thousands, except per share data)

SUMMARY OF OPERATIONS:                                   
 <S>                     <C>        <C>        <C>       <C>        <C> 
 Net Revenues(1)         $741,357   $487,390   $654,671  $245,667   $178,708
                                                         
Net Earnings (Loss)(2):
 Before Extraordinary    $(56,000)  $(73,654)  $  7,375   $(13,389)  $(23,968)
 Gain      
 Extraordinary Gain                  129,155   
                         $(56,000)  $ 55,501   $  7,375   $(13,389)  $(23,968)
                                                         
BALANCE SHEET DATA AT                                  
 PERIOD END:
Total Assets             $194,510   $119,021   $113,969   $ 96,576    $58,768
Current Liabilities (3)   249,307     76,083     59,782     35,008     21,660
Long-Term Debt (3)            151        227        214     20,886     21,079
Shareholders' Equity 
 (Deficit)                (57,895)    42,617     53,651     40,382     16,029
Working Capital                  
 (Deficit)                (89,949)    32,248     42,598     48,434     13,258
Current Ratio             0.6 to 1    1.4 to 1   1.7 to 1   2.4 to 1   1.6 to 1
                                                         
PER COMMON SHARE:                                        
Net Earnings (Loss) Per                                  
 Common Share (2) (4):                                         
   Before Extraordinary 
   Gain                   $(1.47)     $(1.93)    $  0.16    $(0.35)    $(0.61)
  Extraordinary Gain                    3.38
                          $(1.47)     $ 1.45     $  0.16    $(0.35)    $(0.61)
Common Shareholders'                                        
Equity                
 (Deficit) per 
 Common Share (5)         $(1.52)     $ 0.98     $  1.08    $ 0.75     $ 0.15
                                                         
Weighted Average Number                                  
 of Common and Common                                  
 Equivalent Shares   
 Outstanding              38,179      38,191      46,571    40,253     40,292

</TABLE>
______________________________

(1)   The  decline  in  net direct revenues for Fiscal 1997 and  1996  was  due
  primarily  to the implementation of the Agreements signed with the  Supplier,
  effective   March   31,  1995.   Net  Revenues  for  Fiscal   1995   included
  $340,465,000  of sales of video products now covered by the arrangement  with
  the  Supplier.   See  "Management's Discussion and  Analysis  of  Results  of
  Operations and Financial Condition."
(2)   Net  earnings  for  Fiscal 1994  includes  an extraordinary  gain 
  of  $129,155,000, or $3.38  per  common  share,  on  the
  extinguishment  of debt settled in the Plan of Reorganization.   Accordingly,
  the   Company  recorded  reorganization  expenses  of  $17,385,000   relating
  primarily to the writedown of assets transferred to creditors under the  Plan
  of  Reorganization and professional fees and other related expenses  incurred
  during  the bankruptcy proceedings.  The results of operations for the Fiscal
  1993 include restructuring  and  other  nonrecurring charges  aggregating
  $35,002,000.   These  charges  represent  the  cost  of
  discontinuing  its personal computer business, professional  fees  and  other
  expenses related to the Company's financial restructuring, the up-front costs
  and  writedowns of certain assets associated with implementing long-term cost
  reduction  programs and costs related to the proxy contest  settled  in  June
  1992.
(3)   The aggregate outstanding principal balance of the Company's senior notes
  has been classified as current as of March 31, 1993.  See Note B of Notes  to
  Consolidated Financial Statements.
(4)   Net earnings (loss) per common share for Fiscal 1993 and Fiscal 1994
  are  based  on  the weighted average number of old common shares  outstanding
  during  each period. Net earnings per common share for Fiscal 1995 is based on
  the weighted average number of shares of new Common Stock and related common
  stock equivalents outstanding during the year.  Common Stock equivalents 
  include 9,081,000 shares assuming conversion of $10 million of Series A
  Preferred Stock at a price equal to 80% of the weighted average market value
  of a share of Common Stock, determined on a quarterly basis.  Since the
  Series A preferred Stock was not convertible into Common Stock until
  March 31, 1997, the number of shares issuable upon conversion may have been
  significantly different.  Net loss per common share for Fiscal 1996 and Fiscal
  1997 are  based  on the net loss and deduction of preferred stock dividend
  requirements  (resulting  in a loss attributable to common stockholders)
  and  the  weighted average  of  new Common Stock outstanding during each
  fiscal year.   The  net loss  per share does not include common stock
  equivalents assumed outstanding since  they are anti-dilutive.
(5)       Calculated based on common shareholders' equity (deficit) divided  by
  actual  shares of Common Stock outstanding.  Common shareholders'  equity  at
  March  31,  1997, 1996, 1995 and 1994 is equal to total shareholders'  equity
  less  $10  million for the liquidation preference of the Series  A  Preferred
  Stock.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
       OPERATIONS AND FINANCIAL CONDITION
                                        
GENERAL

      In  December  1996, the Company purchased from SSG 1,600,000  newly-issued
shares  of common stock (the "SSG Stock") for aggregate consideration  of  $11.5
million,  or approximately $7.19 per share. In addition, the Company  purchased,
for  aggregate  consideration  of $500,000, five year  warrants  to  acquire  an
additional  1,000,000  shares of SSG Stock at an exercise  price  of  $7.50  per
share,  subject to standard anti-dilution adjustments.  Prior to such  purchase,
the  Company  beneficially owned 669,500 shares or approximately 9.9% of
SSG's outstanding  common stock  which it had purchased for $4,228,000 in
open market purchases. Following the  stock  acquisition, the Company owns
2,269,500 shares or approximately 27% of SSG's outstanding common stock. 
Assuming the exercise of all the SSG Warrants, the Company  would
beneficially own approximately 35% of the outstanding shares of SSG  Stock.   As
part  of  the  securities acquisition, SSG appointed the Company's designees  to
become the majority of the members of its Board of Directors and certain of  the
Company's  management  is  directly involved  in  SSG's  day-to-day  operations.
Subsequent to such acquisition, SSG's stockholders elected Emerson's nominees as
a  majority of the members of its Board of Directors.  In addition, the  Company
arranged  for  foreign trade credit financing of $2 million for the  benefit  of
SSG.

      The  $12 million purchase price paid by the Company was obtained from  the
Lender  (as  hereinafter  defined),  under the  terms  of  its  existing  credit
facility,  and  in accordance with the terms of the consent obtained  from  such
Lender.   Pursuant to a Pledge and Security Agreement dated December  10,  1996,
the  Company  has pledged to the Lender the 1,600,000 shares of SSG Stock
and  the SSG Warrants  acquired  on December 10, 1996.

      SSG is the largest direct mail distributor of sporting goods equipment and
supplies  in the United States.  SSG sells its products at margins significantly
higher  than  the  average of Emerson's core business and  to  an  institutional
market  which  does  not  require the significant after-market  servicing  costs
typical  of Emerson's core business.  The investment allows Emerson to diversify
from   its  core  business  of  consumer  electronics  distribution  to  another
distribution  business which offers what management believes to  be  significant
growth   potential.   Emerson  should  also  benefit  by  several  cost  sharing
opportunities  including sharing the compensation costs of senior management.
SSG  benefited from  the  investment by gaining the liquidity needed to cure its
then-existing loan default with its senior lenders and amended its secured
credit facility  on more  favorable  terms.  Also, SSG now possesses the capital
necessary  to  take advantage  of  opportunities  to  increase its  business  in
the institutional sporting  goods  market  both in the U.S. and internationally
and to continue marketing its products showcased at the 1996 Olympic games.

       In   February   1997,  the  Company  executed   five-year  license/supply
agreements, subject to renewals, with Cargil covering the Caribbean and  Central
and  South  American  markets.  The agreements provide for the  license  of  the
Emerson and G-Clef trademark for certain consumer electronics and other products
and  the provision of sourcing and inspection services.  Under the terms of  the
agreements, the Company will receive minimum annual royalties through  the  life
of  the  agreements and will receive a separate fee for sourcing and  inspection
services.  Cargil assumes all costs and expenses associated with the purchasing,
marketing  and after sales support of such products.  The Company believes  that
this  transaction will have a positive impact on operating results by generating
royalty  and  servicing revenues with minimal costs while limiting  its  working
capital risks.

      Subsequent  to  the  end  of  Fiscal 1997, Emerson  executed  a  four-year
agreement  with  Daewoo.   This agreement provides  that,  subject  to  existing
agreements relating to sales to the Customer, Daewoo will manufacture  and  sell
television  and video products bearing the Emerson and G-Clef trademark  to  all
customers  in the U.S. market.  Daewoo will also be responsible for  and  assume
all  risks  associated with, order processing, shipping, credit and collections,
inventory, returns and after-sale services. The Company will arrange  sales  and
provide marketing services and receive a commission for such services.  Sales to
the  Customer  are  currently  subject to a license/supply  agreement  with  the
Supplier, as more fully described below.

      Additionally,  in  June  1997, the Company entered  into  a  non-exclusive
license agreement with World Wide One, a Hong Kong corporation, for use  of  the
Emerson  &  G-Clef  trademark in connection with the sale  of  certain  consumer
electronics  products  and  other  products  for  sale  exclusively   to   Makro
International  Far  East Ltd. in China, Indonesia, Malaysia, Philippines,  South
Korea,  Taiwan and Thailand.  The term is initially for a six month trial period
at  which  time  the  agreement will either be terminated  or  continue  for  an
additional  twelve  months.   In addition, Emerson  will  provide  sourcing  and
inspection  services for at least 50% of World Wide One's purchase requirements.
World Wide One is required to meet certain minimum sales requirements as well as
ensuring the establishment of adequate service centers or agents for after sales
warranty services for the goods.

      Effective  March 31, 1995, the Company and the Supplier entered  into  the
Agreements.  The Company granted a license of certain trademarks to the Supplier
for a three-year term.  The license permits the Supplier to manufacture and sell
certain  video products under the Emerson and G-Clef trademark to the  Customer,
in  the  United States and Canada.  As a result, the Company receives  royalties
attributable to such sales over the three-year term of the Agreements in lieu of
reporting  the full dollar value of such sales and associated costs.  Net  sales
of   these  products  to  the  Customer  accounted  for  approximately  47%   of
consolidated  net  revenues for Fiscal 1995.  The Company  continues  to  supply
other  products  to  the Customer directly.  Further, these agreements  provided
that  the Supplier would supply the Company with certain video products for sale
to  other customers at preferred prices for a three-year term.  Under the  terms
of   these  agreements,  the  Company  receives  non-refundable  minimum  annual
royalties  from the Supplier to be credited against royalties earned from  sales
of  VCRs, VCPs, TV/VCR combination units, and color televisions to the Customer.
In  addition, effective August 1, 1995, the Supplier assumed responsibility  for
returns  and after-sale and warranty services on all video products manufactured
by  the Supplier and sold to the Customer, including video products sold by  the
Company  prior to August 1, 1995.  As a result, the impact of sales  returns  on
the  Company's operating results have been significantly reduced, effective with
the quarter ended September 30, 1995.  The Company has reported lower net direct
revenues in Fiscal 1997 and Fiscal 1996 as a result of these agreements, but its
net  operating  results for such years have not been impacted  negatively.   The
Company  has  realized  a more stable cash flow, as well as  reduced  short-term
borrowings  necessary  to  finance accounts receivable  and  inventory  and  has
thereby  reduced  interest  costs. 

      The  Company  reported a significant decline in its net direct  sales  for
Fiscal  1997  and 1996 as compared to Fiscal 1995 primarily due to the  licensed
video  sales.   However, the Company's sales to other customers  in  the  United
States  also  declined during these periods due to increased price  competition,
higher  retail stock levels, weak consumer demand, a soft retail market and  the
extremely high level of sales achieved in Fiscal 1995.  The Company expects  its
sales in the United States for the first two quarters of Fiscal 1998 to be lower
than  the  first two quarters of Fiscal 1997 due to the continuing  weak  retail
climate and the increased level of price competition in most product categories.

RESULTS OF OPERATIONS - FISCAL 1997 COMPARED WITH FISCAL 1996

     Consolidated net revenues for Fiscal 1997 decreased $66,959,000 (or 27%) as
compared to Fiscal 1996.  The decrease resulted from decreases in unit sales  of
video   cassette  recorders,  televisions,  television/video  cassette  recorder
combination  units  and  audio  products due  to  higher  retail  stock  levels,
increased price competition in these product categories, weak consumer demand, a
soft  retail  market  and closure of its Canadian office.   This  was  partially
offset  by increased sales of microwave ovens attributable to a broader  product
line,  larger  size  units and increased model selections by customers,  and  by
sales of home theater and car audio products which were not introduced until the
second  and  third  quarters  of  Fiscal 1996.  Excluding  the  Company's  video
products,  the  Company's U.S. gross sales increased by  approximately  13%  for
Fiscal  1997.   Revenues recorded from the licensing of the Emerson  and  G-Clef
trademark  were $5,040,000 in Fiscal 1997 as compared to $4,409,000  for  Fiscal
1996.   The increase in royalty income is primarily due to the execution of  the
Cargil  license agreement in February 1997, partially offset by lower  aggregate
sales reported by the licensees of other Emerson and G-Clef brand products.  The
Company's Canadian operations reported a decline of $5.7 million in net revenues
for Fiscal 1997 due to declines in unit volume and sales prices resulting from a
weak  Canadian retail economy and the closure of the Company's local office  and
Company-operated distribution operations in favor of an independent distributor.

      Cost  of sales, as a percentage of consolidated net revenues, was  97%  in
Fiscal  1997 as compared to 94% in Fiscal 1996.  Gross profit margins in  Fiscal
1997  were  unfavorably impacted by lower sales prices, a higher  proportion  of
close-out sales, the allocation of reduced fixed costs over a lower revenue base
in  Fiscal  1997  and  the  recognition of income relating  to  reduced  reserve
requirements  for sales returns in Fiscal 1996.  However, gross  profit  margins
were  favorably  impacted by the introduction of higher margin  products  --home
theater and car audio products, and by a reduction in the costs associated  with
product  returns  related to the Company's agreements with  a  majority  of  its
suppliers  to return defective products and receive in exchange an  "A"  quality
unit.

      The  Company's  margins continue to be impacted by the pricing category 
of the consumer electronics market in which the Company competes. The Company's
products  are  generally  placed in the low-to-medium  priced  category  of  the
market.   These  categories  tend to be the most competitive  and  generate  the
lowest  profits.   The  Company believes that the combination  of  (i)  the  new
television  and  video arrangement with Daewoo, (ii) the license agreement  with
Cargil, and (iii) the introduction of the new CinemaSurround(TM) product  will 
all have a favorable impact on the Company's gross profit margins.  The Company
intends  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 is focusing on its higher margin products and is reviewing
new  product  categories  which can generate higher  margins  than  its  current
business,  either through license arrangements, acquisitions, joint ventures  or
on  its  own.   The  Company also plans on expanding its sales and  distribution
channels into the Central and Southeast Asia markets.

      Other  operating costs and expenses declined $1,724,000 in Fiscal 1997  as
compared to Fiscal 1996, primarily as a result of  (i) reduced sales levels  and
reduced  customer returns and (ii) a decrease in compensation and other expenses
incurred  to perform after-sale services as a result of the Company's downsizing
program.

      Selling, general and administrative expenses ("S,G&A") as a percentage  of
net  revenues  were 11%  in Fiscal 1997 as compared to 8% in  Fiscal  1996.  
The increase in S,G&A as a percentage of net revenues is due primarily to
the allocation of S,G&A costs over a lower sales base. In absolute terms, 
S,G&A decreased by $715,000 in Fiscal 1997 as compared to Fiscal
1996.  The decrease was primarily attributable to a reduction in fixed costs and
compensation expense relating to the Company's continuing cost reduction program
in both the U.S. and its foreign offices and lower selling expenses attributable
to lower sales, partially offset by the reversal of accounts receivable reserves
in  the  prior  year and foreign currency  exchange  losses. The Company's
exposure to foreign currency fluctuations, primarily  in  Canada  and
Spain,  resulted  in  the  recognition of net foreign currency  exchange  losses
aggregating $57,000 in Fiscal 1997 as compared to net foreign currency  exchange
gains aggregating $508,000 in Fiscal 1996.  The Company has reduced its exposure
to foreign currency fluctuations by conducting its Canadian and Spanish business
in U.S. dollars.

      Interest  expense increased $154,000 in Fiscal 1997 as compared to  Fiscal
1996.   The  increase was attributable to interest incurred  on  the  Debentures
issued  in  August  1995 partially offset by lower average borrowings  at  lower
average interest rates on the U.S. revolving line of credit facility.

      The  Company  recorded  restructuring and other  nonrecurring  charges  of
$2,972,000  in  Fiscal 1997.  The Company recognized $1,065,000 of restructuring
charges  relating  to  the closure of the Company's local  Canadian  office  and
distribution  operations  in  favor  of  an  independent  distributor  and   the
downsizing  of  the  Company's U.S. operations.  The charges include  costs  for
employee  severance, asset write-downs, and facility and equipment lease  costs.
Additionally, the Company recognized $1,907,000 of nonrecurring charges relating
to   the   proposed   but  unsuccessful  acquisition  of  International   Jensen
Incorporated.  These costs primarily include investment banking, loan 
commitment, and  professional  fees,  including litigation  costs,  relating
to the proposed acquisition.

      As  a result of the foregoing factors, the Company incurred a net loss  of
$23,968,000  in Fiscal 1997 as compared to a net loss of $13,389,000  in  Fiscal
1996.

RESULTS OF OPERATIONS - FISCAL 1996 COMPARED WITH FISCAL 1995

      Consolidated net revenues for Fiscal 1996 decreased $409,004,000 (or  62%)
as  compared  to Fiscal 1995.  The effects of the agreements with  the  Supplier
described above accounted for a substantial portion of the decrease in revenues,
and  sales  to the Customer were reduced to 18% of consolidated net revenues  in
Fiscal 1996 as compared to 53% in Fiscal 1995. Royalty income recognized by  the
Company  from these sales was $4,442,000 in Fiscal 1996.  In addition, sales  to
other  customers for Fiscal 1996 decreased as a result of lower  unit  sales  of
televisions  and  television/video cassette recorder combination  units  due  to
increased price competition in these product categories.  The Company's Canadian
operations reported a decline of $17.8 million in sales for Fiscal 1996  due  to
declines  in unit volume and sales prices due to a weak Canadian retail  economy
and  the bankruptcy of two key customers in Fiscal 1995.  The Company's European
sales decreased $16.7 million in Fiscal 1996 due to the Company's discontinuance
and wind-down of its Spanish branch and subsequent assignment, to an independent
distributor, of the rights to sell Emerson Radio brand product in Spain.

      Cost of sales, as a percentage of consolidated revenues, was 94% in Fiscal
1996  as  compared to 92% in Fiscal 1995.  Gross profit margins in  Fiscal  1996
were  lower  on  a comparative basis due primarily to the recognition  of  large
purchase  discounts in Fiscal 1995 and the recognition of a loss experienced  by
the  Company's  50%-owned joint venture which sells product  returns  in  Fiscal
1996.   Additionally,  the  Company  experienced  lower  sales  prices  and  the
allocation of reduced fixed costs over a lower revenue base in Fiscal 1996 which
were  substantially  offset  by  a change in product  mix,  the  recognition  of
licensing  income,  reduced reserve requirements for sales returns  and  reduced
fixed costs associated with the downsizing of the Company's foreign offices.

      The reduction in gross margins was unfavorably impacted by the accrual  of
$9.9  million  in  Fiscal 1995 of purchase discounts received from  one  of  the
Company's suppliers.  Beginning in Fiscal 1996, the Company was not entitled  to
a  purchase  discount from this supplier due to a reduction in  purchase  volume
associated  with  the  Agreements.  Due to the increase  in  the  value  of  the
Japanese  Yen  in 1995, and its impact on the cost of certain raw materials  and
subassemblies  of  the Company's suppliers, the Company absorbed  certain  price
increases from its suppliers.  Additionally, the Company was not able to recover
such  price increases from its customers due to increased price competition.  As
the  value  of  the  Yen has decreased in 1996, the Company  has  been  able  to
negotiate  lower  prices from various sources of supply for  certain  audio  and
video products.

      Other  operating costs and expenses declined $3,968,000 in Fiscal 1996  as
compared to Fiscal 1995, primarily as a result of a decrease in (i) handling and
freight  charges associated with reduced customer returns and (ii)  compensation
and  other expenses incurred to perform after-sale services as a result  of  the
Company's downsizing program.

      S,G&A as a percentage of revenues were 8% in Fiscal 1996 as compared to 5%
in  Fiscal  1995.  In absolute terms, S,G&A decreased by $11,550,000  in  Fiscal
1996  as  compared to Fiscal 1995.  The decrease for Fiscal 1996  was  primarily
attributable  to lower selling expenses due to lower revenues,  a  reduction  in
compensation  and  fixed  overhead costs relating to  the  Company's  downsizing
program,   lower  provisions  for  accounts  receivable  reserves   and   higher
professional  fees  incurred  in  Fiscal 1995  due  to  bankruptcy  costs.   The
increase   in  S,G&A as  a  percentage of revenues is  due  primarily   to   the
allocation   of  fixed  S,G&A  costs over a significantly  lower  revenue  base.
Additionally, the Company's exposure to foreign currency fluctuations, primarily
in  Canada  and  Spain,  resulted in the recognition  of  net  foreign  currency
exchange  gains aggregating $508,000 in Fiscal 1996 as compared to  $354,000  in
Fiscal 1995.

     Interest expense increased by $393,000 in Fiscal 1996 as compared to Fiscal
1995.  The increase in interest expense was attributable to interest incurred on
the  Debentures  issued  in  August  1995, partially  offset  by  lower  average
borrowings on the Company's United States secured credit facility.

      As  a result of the foregoing factors, the Company incurred a net loss  of
$13,389,000 in Fiscal 1996 as compared to net earnings of $7,375,000  in  Fiscal
1995.

LIQUIDITY AND CAPITAL RESOURCES

      Net cash provided by operating activities was $16,688,000 for Fiscal 1997.
Cash  was generally  provided by the reduction in accounts receivables and
inventories  partially offset by a loss from operations.  The decrease in
accounts receivable is due primarily to  the  paydown of $9.8 million by the
Company's 50% owned joint  venture  (E&H Partners).   The  decrease in
inventory is primarily due to a more  conservative purchasing  strategy
focusing  on  reducing  inventory  levels  and  associated carrying   costs,
and the closure  of  the  Company's  Canadian  distribution operations.

      Net cash utilized by investing activities was $14,623,000 for Fiscal 1997.
Cash was utilized primarily for the purchase of the Company's investment in  SSG
as noted above.

      Net  cash  utilized  by  financing activities was $15,558,000.   Cash  was
utilized  primarily to reduce the Company's borrowings under its  U.S.  line  of
credit facility through the collection of accounts receivable.

      On September 29, 1993, the Company and five of its U.S. subsidiaries filed
voluntary petitions for relief under the reorganization provisions of Chapter 11
of the United States Bankruptcy Code and operated as debtors-in-possession under
the  supervision  of  the Bankruptcy Court while their reorganization  case  was
pending.   The  precipitating factor for these filings was the Company's  severe
liquidity  problems relating to its high level of indebtedness and a significant
decline in sales from the prior year.

      Effective March 31, 1994, the Bankruptcy Court entered an order confirming
the  Plan  of  Reorganization.   The  Plan of Reorganization  provided  for  the
implementation of a recapitalization of the Company. In accordance with the Plan
of Reorganization, the Company's pre-petition liabilities (of approximately $233
million) were settled with the creditors in the aggregate, as follows:

          I.  The Company's bank group (the "Bank Lenders") received $70 million
     in  cash  and  the right to receive the initial $2 million of net  proceeds
     from one of the Company's non-trade receivables.
     
          II.   The  institutional holders of the Company's senior  notes  (the
     "Noteholders")  initially  received $2,650,000  in  cash  and  warrants  to
     purchase 750,000 shares of common stock for a period of seven years  at  an
     exercise  price of $1.00 per share, provided that the exercise price  shall
     increase  by 10% per year commencing in year four, and further received  $1
     million,  payable  $922,498  in cash from the initial  public  offering  of
     common  stock and $77,502 in common stock calculated on the basis of  $1.00
     per share.
     
          III.   The  Bank  Lenders  and Noteholders received  their  pro  rata
     percentage of the following:
     
              A.   $2,350,000  in  cash (however $350,000  of  this  amount  was
               distributable to the holders of allowed unsecured claims);
         
              B.   10,000  shares of Series A Preferred Stock with a face  value
               of  $10 million (estimated fair market value of approximately  $9
               million at March 31, 1994);

              C.   4,025,277  shares of common stock, including  691,944  shares
               issued in February 1995 pursuant to an anti-dilution provision;
         
              D.   The net proceeds from the sale of the Company's Indiana  land
               and building; and
         
              E.    The   net   proceeds  to  be  received  from  the  non-trade
               receivables discussed in I. above in excess of $2 million.
         
           IV.   Holders of allowed unsecured claims received a pro-rata portion
     of the $350,000 distribution and interest bearing promissory notes equal to
     18.3%  of  the  allowed claim amount, payable in two installments  over  18
     months.
     
      In  accordance with the Plan of Reorganization, the Company  completed  an
initial public offering of its Common Stock in September 1994 to shareholders of
record  as  of March 31, 1994, excluding its largest pre-bankruptcy shareholder.
The  Company sold 6,149,993 shares of Common Stock for $1.00 per share resulting
in proceeds to the Company, net of issuance costs, of $5,692,000.

     The Company maintains an asset-based revolving credit facility, as amended,
with  the  Lender.   The facility provides for revolving loans  and  letters  of
credit,  subject to individual maximums which, in the aggregate,  cannot  exceed
the  lesser  of  $30  million or a "Borrowing Base" amount  based  on  specified
percentages  of  eligible  accounts  receivable  and  inventories.   All  credit
extended  under  the  line is secured by the U.S. and  Canadian  assets  of  the
Company  except for trademarks, which are subject to a negative pledge covenant.
The interest rate on these borrowings is 1.25% above the stated prime rate.   At
March 31, 1997, the weighted average interest rate on the outstanding borrowings
was  9.5%.  Based on the "Borrowing Base" amount at March 31, 1997, $1.7 million
of  the  credit facility was not utilized.  The facility is also subject  to  an
unused  line  fee  of  0.25% per annum.  Pursuant to the terms  of  this  credit
facility, as amended, the Company is restricted from, among other things, paying
cash  dividends  (other than on the Series A Preferred Stock), redeeming  stock,
and  entering  into  certain transactions and is required  to  maintain  certain
working  capital  and equity levels (as defined).  The Company was  required  to
maintain a minimum adjusted net worth, as defined, of $17,000,000 and a  minimum
working capital of $10,000,000 at March 31, 1997. Adjusted net worth at March
31, 1997 was $18,811,000.  An event of default under the credit facility
may trigger a default under the Company's 8 1/2% Senior Subordinated
Convertible Debentures Due 2002.   At March 31, 1997, there  was
$5,689,000  outstanding  under  the revolving loan  facility,  and  $444,000  of
outstanding letters of credit issued for inventory purchases.

      The  Company's  Hong  Kong subsidiary currently maintains  various  credit
facilities,  as  amended, aggregating $28.5 million with a  bank  in  Hong  Kong
consisting  of  the  following:  (i) a $3.5 million  credit  facility  which  is
generally  used for letters of credit for a foreign subsidiary's  direct  import
business  and  affiliates' inventory purchases and (ii)  a  $25  million  credit
facility,  for  the  benefit  of  a  foreign  subsidiary,  which  is   for   the
establishment of back-to-back letters of credit with the Customer.  At March 31,
1997,  the Company's Hong Kong subsidiary had pledged $1 million in certificates
of  deposit  to this bank to assure the availability of these credit facilities.
At  March  31,  1997,  there  were $4,488,000 and $6,598,000,  respectively,  of
letters of credit outstanding under these credit facilities.

      Since  the  emergence of the Company from bankruptcy, management  believes
that  it  has  been  able to compete more effectively in the highly  competitive
consumer  electronics  and microwave oven industries in  the  United  States  by
combining  innovative approaches to the Company's current product line  such  as
value-added  promotions,  and augmenting its product  line  with  higher  margin
complimentary products.  The Company also intends to engage in the marketing  of
distribution, sourcing and other services to third parties similar to the  sales
and  marketing  arrangements  to be provided to  Daewoo  and  the  sourcing  and
inspection services to be provided to Cargil.  In addition, the Company  intends
to  undertake  efforts to expand the international distribution of its  products
into  areas  where  management  believes low to  moderately  priced,  dependable
consumer electronics and microwave oven products will have a broad appeal.   The
Company has in the past and intends in the future to pursue such plans either on
its  own  or  by  forging  new  relationships, including  license  arrangements,
partnerships,  joint  ventures  or strategic mergers  and  acquisitions  of,  or
controlling interests in, companies in similar or complimentary businesses.

      The  Company  successfully  concluded  several  licensing  agreements  for
existing  core  business  products  and new  products,  and  intends  to  pursue
additional  licensing opportunities.  The Company believes that  such  licensing
activities  will have a positive impact on net operating results  by  generating
royalty  income  with  minimal  costs, if any,  and  without  the  necessity  of
utilizing working capital or accepting customer returns.

      SHORT-TERM  LIQUIDITY.  At present, management believes that  future  cash
flow  from  operations  and  the institutional financing  noted  above  will  be
sufficient  to fund all of the Company's cash requirements for the  next  fiscal
year.  However, the adequacy of future cash flow from operations  are  dependent
upon  the Company achieving its business plan.  During Fiscal 1997, the  Company
reduced  inventory levels approximately 62% and executed cost-reduction programs
in  both  its  U.S. and foreign offices.  The Company intends to further  reduce
inventory  levels  and shift a higher proportion of its sales to  direct  import
thereby  reducing  its inventory and its needs for working capital.   In  Fiscal
1997,  products  representing approximately 49% of net  revenues  were  directly
imported  from manufacturers to the Company's customers.  The Company's business
plan  includes  an increase in this percentage to approximately  80%  in  Fiscal
1998.   This  increase  in the direct import portion of  sales  is  critical  in
providing  sufficient  working capital to meet its  sales  objectives.   If  the
Company  does  not  obtain  this objective, it may not have  sufficient  working
capital  to  finance  its sales plan.  It may be necessary for  the  Company  to
margin  or  sell  some  of  the SSG Stock to adequately  finance  the  Company's
operations.

      There  can  be no assurance that the Company will be able to  successfully
achieve  its  business  plan in a time frame or manner  which  will  permit  the
Company to fund current operations and other planned expenditures at current and
expected  sales  volumes, if at all. Additionally, the Company is  currently  in
arrears on $469,000 of dividends on the Company's Series A Preferred Stock.  The
preferred  stock is convertible into common stock at any time during the  period
beginning  on  March 31, 1997 and ending on March 31, 2002 and at  a  price  per
share  of  common  stock equal to 80% of the market value of a share  of  common
stock  on the date of conversion.  The preferred stock dividend rate for  Fiscal
1998 is 5.6%.

      The  Company's liquidity is impacted by the seasonality of  its  business.
The  Company  records  the majority of its annual sales in the  quarters  ending
September  30  and December 31.  This requires the Company to open significantly
higher  amounts  of  letters of credit during the quarters ending  June  30  and
September  30, therefore significantly increasing the Company's working  capital
needs  during  these  periods.  Additionally, the Company receives  the  largest
percentage of customer returns in the quarter ending March 31.  The higher level
of  returns  during  this  period  adversely impacts  the  Company's  collection
activity  during this period, and therefore its liquidity.  The Company believes
that  the  agreements  with  Daewoo and Cargil,  as  discussed  above,  and  the
arrangements it has implemented over the past twelve months concerning  returned
merchandise,  should  favorably  impact  the  Company's  cash  flow  over  their
respective terms.

      LONG-TERM  LIQUIDITY.  The Company has discontinued certain  lower  margin
lines of products and  believes that this, together with the agreements
covering   its   North   American  video  business  and  the   introduction   of
CinemaSurround(TM), can reverse the negative trends of operating losses reported
in Fiscal 1997 and Fiscal 1996.  Additionally, the Company  believes
that  the  SSG business offers significant growth potential.  In its first  full
quarter under Emerson's management team, SSG reported record earnings and double
digit  sales  growth as compared to the same period a year ago.   The  revolving
credit facility with the Lender imposes financial covenants on the Company which
could  materially  affect its liquidity in the future.  The Company  intends  on
renegotiating  with  the Lender to amend the U.S. revolving credit  facility  to
ensure  continued compliance with all covenants.  Alternatively, the Company
may seek replacement  funding. Management  believes  that the execution of its
business plan  as  well  as  the anticipated cash flow from operations and the
financing noted above will provide sufficient  liquidity  to meet the
Company's operating  and  debt  service  cash requirements on a long-term
basis.

HONG KONG OPERATIONS

      A significant amount of the Company's activities are conducted through its
Hong  Kong  subsidiary, and the Company's Chairman, Chief Executive Officer  and
President  is resident in Hong Kong.  Hong Kong, formerly a British administered
territory, reverted to the sovereignty of The People's Republic of China on July
1,  1997.   Accordingly, there is a risk that the Company's operations  in  Hong
Kong may be interrupted or terminated.  However, the Company cannot predict what
impact, if any, the renewal of China's sovereignty will have on the Company, its
business, or its results of operations.

INFLATION AND FOREIGN CURRENCY

      Except as disclosed above, neither inflation nor currency fluctuations had
a  significant effect on the Company's results of operations during Fiscal 1997,
Fiscal 1996 or Fiscal 1995.  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.  However, the  strength  of  the
Japanese  Yen  in  1995  had  raised the costs  of  certain  raw  materials  and
subassemblies of the Company's suppliers which were passed on to the Company  in
the form of price increases in Fiscal 1996.  The Company was not able to recover
such  price  increases from the selling price to its customers due to  increased
price competition.  However, the Company has been able to negotiate lower prices
from  various  sources of supply for certain audio products, commencing  in  the
second  half of Fiscal 1996 and for certain video products commencing in  Fiscal
1997.

FORWARD-LOOKING INFORMATION

      Certain  statements in this annual report on Form 10-K under the  captions
"Business" and "Management's Discussion and Analysis of Financial Condition  and
Results of Operations" and elsewhere in this annual report and in future filings
by  the Company with the Securities and Exchange Commission, constitute "forward
looking statements" within the meaning of the Private Securities Litigation
Reform Act  of  1995.  Such forward looking statements involve known and
unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially
different  from  any  future results,  performance  or  achievements
expressed or  implied  by  such  forward looking statements.  Such factors
include, among others, the following:  product supply and demand; general
economic and business conditions and condition of the retail  consumer
electronics  market; price competition  and  competition  from
companies  with  greater  resources; success of operating  initiatives  and  new
product  introductions, including CinemaSurround(TM); operating costs  including
continuing the Company's cost reduction program and Company's return  to  vendor
program; effects of foreign trade; effects of the reversion of Hong Kong to  the
sovereignty  of  the  People's  Republic of China; advertising  and  promotional
efforts; brand awareness; the existence or absence of adverse publicity; success
of  the  Company's  acquisition strategy including results of SSG's  operations;
changes  in  business  strategy or development plans;  success  of  management's
strategy to finance or refinance the Company's operations; quality of
management; success  of licensing  arrangements; availability, use and
terms of capital  and  compliance with  debt covenants; business abilities
and judgment of personnel; availability of  qualified personnel; labor and
employee benefit costs; changes  in,  or  the failure  to comply with,
government regulations and other factors referenced  in this annual report.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
          MARKET RISK.

     Not applicable.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The financial statements and supplementary data required by this Item 8 are
set forth at the pages indicated in Item 14(a) below.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE

     None.
                                        
                                    PART III
                                        
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1997   Annual   Meeting   of
Shareholders.

ITEM 11.  EXECUTIVE COMPENSATION

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1997   Annual   Meeting   of
Shareholders.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1997   Annual   Meeting   of
Shareholders.
                                        
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The  information  required  is incorporated herein  by  reference  to  the
Company's   definitive  Proxy  Statement  for  the  1997   Annual   Meeting   of
Shareholders.
                                        
                                     PART IV
                                        
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, STATEMENT SCHEDULE AND REPORTS ON FORM
8-K
                                        
(a)  Financial Statements and Schedule:

Report of Independent Auditors                                         F-1
Consolidated Statements of Operations for the years ended
  March 31, 1997, 1996 and 1995                                        F-2
Consolidated Balance Sheets at March 31, 1997 and 1996                 F-3
Consolidated Statements of Changes in Shareholders' Equity
  for the years ended March 31, 1997, 1996 and 1995                    F-4
Consolidated Statements of Cash Flows for the years ended
  March 31, 1997, 1996 and 1995                                        F-5
Notes to Consolidated Financial Statements                             F-6
Schedule VIII -- Valuation and Qualifying Accounts and Reserves        F-27

      ALL  OTHER  SCHEDULES ARE OMITTED BECAUSE THEY ARE NOT APPLICABLE  OR  THE
REQUIRED INFORMATION IS SHOWN IN THE FINANCIAL STATEMENTS OR NOTES THERETO.

(b)  No reports on Form 8-K were filed by the Company during the last quarter of
the fiscal year ended March 31, 1997.

(c)  Exhibits

(2)      Confirmation  Order and Fourth Amended Joint Plan of Reorganization  of
         Emerson  Radio  Corp.  ("Old Emerson") and certain  subsidiaries  under
         Chapter  11 of the United States Bankruptcy Code, dated March 31,  1994
         (incorporated  by  reference to Exhibit (2) of  Emerson's  Registration
         Statement  on  Form S-1, Registration No. 33-53621, declared  effective
         by the Securities and Exchange Commission ("SEC") on August 9, 1994).

(3) (a)  Certificate  of Incorporation of Emerson (incorporated by reference  to
         Exhibit  (3)  (a)  of  Emerson's Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (b)  Certificate  of Designation for Series A Preferred Stock  (incorporated
         by  reference to Exhibit (3) (b) of Emerson's Registration Statement on
         Form  S-1, Registration No. 33-53621, declared effective by the SEC  on
         August 9, 1994).

(3) (c)  Plan  of  Reorganization and Agreement of Merger  by  and  between  Old
         Emerson  and Emerson Radio (Delaware) Corp. (incorporated by  reference
         to  Exhibit  (3) (c) of Emerson's Registration Statement on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (d)  Certificate  of  Merger  of Old Emerson  with and  into  Emerson  Radio
         (Delaware)  Corp.  (incorporated by reference to  Exhibit  (3)  (d)  of
         Emerson's  Registration  Statement on Form S-1,  Registration  No.  33-
         53621, declared effective by the SEC on August 9, 1994).

(3) (e)  Amendment  dated February 14, 1996 to the Certificate of  Incorporation
         of  Emerson (incorporated by reference to Exhibit (3) (a) of  Emerson's
         Quarterly  Report  on  Form  10-Q for the quarter  ended  December  31,
         1995).

(3) (f)  By-Laws  of  Emerson adopted March 1994 (incorporated by  reference  to
         Exhibit  (3)  (e)  of  Emerson's Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by the SEC on  August  9,
         1994).

(3) (g)  Amendment  dated  November 28, 1995 to the By-Laws of  Emerson  adopted
         March  1994 (incorporated by reference to Exhibit (3) (b) of  Emerson's
         Quarterly  Report  on  Form  10-Q for the quarter  ended  December  31,
         1995).

(4) (a)   Warrant Agreement to Purchase 750,000 shares of Common Stock, dated as
          of  March  31, 1994 (incorporated by reference to Exhibit (4)  (a)  of
          Emerson's  Registration Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

(4) (b)   Indenture, dated as of August 17, 1995 between Emerson and  Bank  One,
          Columbus, NA, as Trustee (incorporated by reference to Exhibit (1)  of
          Emerson's  Current Report on Form 8-K filed with the SEC on  September
          8, 1995).

(4) (c)   Common  Stock Purchase Warrant Agreement to purchase 50,000 shares  of
          Common Stock, dated as of December 8, 1995 between Emerson and Michael
          Metter  (incorporated by reference to Exhibit (10)  (e)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1995).

(4) (d)   Common Stock Purchase Warrant Agreement to purchase 200,000 shares  of
          Common Stock, dated as of December 8, 1995 between Emerson and Kenneth
          A.  Orr  (incorporated by reference to Exhibit (10) (f)  of  Emerson's
          Quarterly  Report  on  Form 10-Q for the quarter  ended  December  31,
          1995).

(10) (a)  Agreement,  dated  as  of  November 14, 1973, between  National  Union
          Electric Corporation ("NUE") and Emerson (incorporated by reference to
          Exhibit  (10)  (a) of Emerson's Registration Statement  on  Form  S-1,
          Registration No. 33-53621, declared effective by the SEC on August  9,
          1994).

(10) (b)  Trademark  User  Agreement,  dated as of February  28,  1979,  by  and
          between NUE and Emerson (incorporated by reference to Exhibit (10) (b)
          of  Emerson's Registration Statement on Form S-1, Registration No. 33-
          53621, declared effective by the SEC on August 9, 1994).

(10) (c)  Agreement,  dated July 2, 1984, between NUE and Emerson  (incorporated
          by  reference to Exhibit (10) (c) of Emerson's Registration  Statement
          on  Form S-1, Registration No. 33-53621, declared effective by the SEC
          on August 9, 1994).

(10) (d)  Agreement,   dated  September  15,  1988,  between  NUE  and   Emerson
          (incorporated   by  reference  to  Exhibit  (10)  (d)   of   Emerson's
          Registration   Statement   on   Form S-1, Registration  No.  33-53621,
          declared effective by the SEC on August 9, 1994).

(10) (e)  Form  of  Promissory  Note  issued to certain  Pre-Petition  Creditors
          (incorporated  by   reference  to   Exhibit  (10)   (e)  of  Emerson's
          Registration  Statement  on  Form  S-1,  Registration  No.   33-53621,
          declared effective by the SEC on August 9, 1994).


(10) (f)  Loan  and  Security  Agreement, dated March 31,  1994,  by  and  among
          Emerson,  Majexco  Imports,  Inc. and Congress  Financial  Corporation
          ("Congress")  (incorporated  by  reference  to  Exhibit  (10)  (f)  of
          Emerson's  Registration Statement on Form S-1,  Registration  No.  33-
          53621, declared effective by the SEC on August 9, 1994).

(10) (g)  Amendment No. 1 to Financing Agreements, dated as of August 24,  1995,
          among  Emerson,  Majexco Imports, Inc. and Congress  (incorporated  by
          reference to Exhibit (2) of Emerson's Current Report on Form 8-K filed
          with the SEC on September 8, 1995).

(10) (h)  Amendment No. 2 to Financing Agreements, dated as of February 13, 1996
          (incorporated by reference to Exhibit (10) (c) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

(10) (i)  Amendment No. 3 to Financing Agreements, dated as of August  20,  1996
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1995).

(10) (j)  Amendment No. 4 to Financing Agreements, dated as of November 14, 1996
          (incorporated by reference to Exhibit (10) (c) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1996).

(10) (k)  Amendment No. 5 to Financing Agreements, dated as of February 18, 1997
          (incorporated by reference to Exhibit (10) (e) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

(10) (l)  Emerson  Radio  Corp.  Stock  Compensation  Program  (incorporated  by
          reference  to Exhibit (10) (i) of Emerson's Registration Statement  on
          Form S-1, Registration No. 33-53621, declared effective by the SEC  on
          August 9, 1994).

(10) (m)  Employment Agreement between Emerson and Eugene I. Davis (incorporated
          by  reference to Exhibit 6(a)(4) of Emerson's Quarterly Report on Form
          10-Q for quarter ended June 30, 1992).

(10) (n)  Extension of Employment Agreement between Emerson and Eugene I.  Davis
          dated April 16, 1997.*

(10) (o)  Employment   Agreement  between  Emerson  and   Geoffrey   P.   Jurick
          (incorporated  by reference to Exhibit 6(a)(6) of Emerson's  Quarterly
          Report on Form 10-Q for quarter ended June 30, 1992).

(10) (p)  Employment  Agreement  between Emerson  Radio  (Hong  Kong)  Ltd.  and
          Geoffrey  P. Jurick (incorporated by reference to Exhibit  6(a)(6)  of
          Emerson's  Quarterly Report on Form 10-Q for quarter  ended  June  30,
          1992).

(10) (q)  Employment   Agreement  between  Emerson  Radio   International   Ltd.
          (formerly  Emerson  Radio  (B.V.I.),  Ltd.)  and  Geoffrey  P.  Jurick
          (incorporated  by reference to Exhibit 6(a)(6) of Emerson's  Quarterly
          Report on Form 10-Q for quarter ended June 30, 1992).

(10) (r)  Extension  of  Employment Agreement between Emerson  and  Geoffrey  P.
          Jurick dated April 16, 1997.*

(10) (s)  Lease  Agreement  dated as of March 26, 1993,  by  and  between  Hartz
          Mountain  Parsippany and Emerson with respect to the premises  located
          at  Nine  Entin  Road, Parsippany, NJ (incorporated  by  reference  to
          Exhibit (10) (ww) of Emerson's Annual Report on Form 10-K for the year
          ended December 31, 1992).

(10) (t)  Employment  Agreement, dated April 1, 1994, between Emerson  and  John
          Walker  (incorporated  herein  by reference  to  Exhibit  (10)(ee)  of
          Emerson's  Statement on Form S-1, Registration No. 33-53621,  declared
          effective by the SEC on August 9, 1994).

(10) (u)  Amendment  No. 1 to Employment Agreement between Emerson and  John  P.
          Walker dated April 16, 1997.*

(10) (v)  Employment  Agreement,  dated January 29,  1996  between  Emerson  and
          Marino Andriani (incorporated herein by reference to Exhibit (10)  (a)
          of  Emerson's  Quarterly Report on Form 10-Q  for  the  quarter  ended
          September 30, 1996).

 (10) (w) Partnership Agreement, dated April 1, 1994, between Emerson and Hopper
          Radio  of Florida, Inc (incorporated by reference to Exhibit (10)  (q)
          of  Emerson's Annual Report on Form 10-K for the year ended March  31,
          1995).

(10) (x)  Sales  Agreement,  dated April 1, 1994, between  Emerson  and  E  &  H
          Partners  (incorporated by reference to Exhibit (10) (r) of  Emerson's
          Annual Report on Form 10-K for the year ended March 31, 1995).

(10) (y)  Agreement, dated as of April 24, 1996 by and among Emerson and E  &  H
          Partners  relating  to amendments of the Partnership  Agreement  dated
          April  1,  1994 and the Sales Agreement dated April 1,  1994  and  the
          settlement of certain outstanding litigation.

 (10) (z) License Agreement, dated February 22, 1995, between Emerson and  Otake
          Trading  Co.  Ltd.  and certain affiliates ("Otake") (incorporated  by
          reference to Exhibit 6(a)(1) of Emerson's Quarterly Report on Form 10-
          Q for quarter ended December 31, 1994).

(10) (aa) Supply  Agreement, dated February 22, 1995, between Emerson and  Otake
          (incorporated  by reference to Exhibit 6(a)(2) of Emerson's  Quarterly
          Report on Form 10-Q for quarter ended December 31, 1994).

(10) (ab) 1994   Non-Employee  Director  Stock  Option  Plan  (incorporated   by
          reference to Exhibit (10) (y) of Emerson's Annual Report on Form  10-K
          for the year ended March 31, 1995).

(10) (ac) Consulting Agreement, dated as of December 8, 1995 between Emerson and
          First  Cambridge Securities Corporation (incorporated by reference  to
          Exhibit  (10) (d) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended December 31, 1995).

(10) (ad) License Agreement, dated as of August 23, 1996 between Emerson and REP
          Investment  Limited Liability Company (incorporated  by  reference  to
          Exhibit  (10) (d) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended September 30, 1996).

(10) (ae) Distribution  Agreement,  dated  as  of  September  11,  1996  between
          Emerson,   Emerson  Radio  Canada  Ltd.  and  AVS  Technologies   Inc.
          (incorporated by reference to Exhibit (10) (e) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1996).

(10) (af) Stipulation of Settlement and Order dated June 11, 1996 by  and  among
          the  Official Liquidator of Fidenas International Bank Limited,  Petra
          Stelling,  Barclays  Bank  PLC,  the Official  Liquidator  of  Fidenas
          Investment Limited, Geoffrey P. Jurick, Fidenas International Limited,
          L.L.C.,  Elision  International,  Inc.,  GSE  Multimedia  Technologies
          Corporation and Emerson.

(10) (ag) Pledge Agreement dated as of February 4, 1997 by Fidenas International
          Limited, L.L.C. ("FIN") in favor of TM Capital Corp. (incorporated  by
          reference to Exhibit (10) (a) of Emerson's Quarterly Report on Form
          10-Q for the quarter ended December 31, 1996).

(10) (ah) Registration  Rights Agreement dated as of  February 4,  1997  by  and
          among   Emerson,  FIN,  the  Creditors,  FIL  and  TM  Capital   Corp.
          (incorporated by reference to Exhibit (10) (b) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996).

(10) (ai) License and Exclusive Distribution Agreement with Cargil International
          Corp.  dated  as  of February 12, 1997 (incorporated by  reference  to
          Exhibit  (10) (c) of Emerson's Quarterly Report on Form 10-Q  for  the
          quarter ended December 31, 1996).

(10) (aj) Supply and Inspection Agreement with Cargil International Corp.  dated
          as of February 12, 1996 (incorporated by reference to Exhibit (10) (d)
          of  Emerson's  Quarterly Report on Form 10-Q  for  the  quarter  ended
          December 31, 1996).

(10) (ak) Agreement  dated April 10, 1997 between Emerson and Daewoo Electronics
          Co., Ltd.*

(10) (al) Securities Purchase Agreement dated as of November 27, 1996,  by
          and   between   Sport Supply  Group,  Inc.  ("SSG")   and   Emerson
          (incorporated  by  reference to Exhibit (2)(a)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (am) Form   of   Warrant  Agreement   by  and  between  SSG   and   Emerson
          (incorporated  by  reference to Exhibit (4)(a)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (an) Form  of  Registration Rights Agreement by and between SSG and Emerson
          (incorporated  by  reference to Exhibit (4)(b)  of  Emerson's  Current
          Report on Form 8-K dated November 27, 1996).

(10) (ao) Consent  No. 1 to Financing Agreements among Emerson, certain  of  its
          subsidiaries,  and  Congress (incorporated  by  reference  to  Exhibit
          (10)(b)  of  Emerson's Current Report on Form 8-K dated  November  27,
          1996).

(10) (ap) License Agreement dated as of June 16, 1997 by and between World  Wide
          One Ltd. and Emerson.*

(10) (aq) Agreement dated as of July 2, 1997 by and between Hi Quality 
          International (U.S.A.) Inc. and Emerson.*

(11)      Computation of Primary Earnings Per Share.*

(12)      Computation of Ratio of Earnings (Loss) to Combined Fixed Charges  and
          Preferred Stock Dividends.*

(21)      Subsidiaries of the Company as of March 31, 1997.*

(27)      Financial Data Schedule for year ended March 31, 1997.*
___________________
*  Filed herewith.

                                   SIGNATURES
                                        
      Pursuant  to  the  requirements of Section 13 or 15(d) of  the  Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report  to
be signed on its behalf by the undersigned, thereunto duly authorized.

                              EMERSON RADIO CORP.



                              By:    /s/ Geoffrey P. Jurick
                                     Geoffrey P. Jurick
                                     Chairman of the Board
Dated:  July 14, 1997

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

/s/Geoffrey P. Jurick      Chairman of the Board,              July 14, 1997
Geoffrey P. Jurick         Chief Executive Officer and
                           President
                                            
                                            
                                            
/s/ Eugene I. Davis        Vice Chairman and Director          July 14, 1997
Eugene I. Davis     
                                            
                                            
                                            
/s/ John P. Walker         Executive Vice President,            July 14, 1997
John P. Walker             Chief Financial Officer



/s/  Robert H. Brown, Jr.  Director                             July 14, 1997
Robert H. Brown, Jr.
                                            
                                            
                                            
                                            
/s/ Peter G. Bunger        Director                             July 14, 1997
Peter G. Bunger
                                            
                                            
                                            

/s/ Jerome H. Farnum       Director                            July 14, 1997
Jerome H. Farnum
                                            
                                            
                                            
/s/ Raymond L. Steele      Director                            July 14, 1997
Raymond L. Steele
                                            

                         REPORT OF INDEPENDENT AUDITORS
                                        
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS
OF EMERSON RADIO CORP.

We  have  audited the accompanying consolidated balance sheets of Emerson  Radio
Corp.  and  Subsidiaries  as  of  March 31,  1997  and  1996,  and  the  related
consolidated statements of operations, shareholders' equity, and cash flows  for
each of the three years in the period ended March 31, 1997.  Our audits also 
included the financial statement schedule listed in the Index at Item 14(a).
These financial statements and schedule are the  responsibility  of  the
Company's management.   Our  responsibility  is  to express an opinion on
these financial statements based on our audits.

We conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.   Those  standards require that we plan and  perform  the  audits  to
obtain  reasonable assurance about whether the financial statements are free  of
material  misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.   An  audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as evaluating the overall  financial  statement
presentation.   We believe that our audits provide a reasonable  basis  for  our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Emerson
Radio  Corp. and Subsidiaries at March 31, 1997 and 1996, and the consolidated
results  of  its operations and cash flows for each of the three years in the
period ended March  31,  1997, in conformity with generally accepted
accounting principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial statements taken
as a whole, presents fairly in all material respects the information set forth
therein.


                                        ERNST & YOUNG LLP

New York, New York
July 11, 1997

<TABLE>
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                        
<CAPTION>
                                     YEARS ENDED MARCH 31,                  
                              1997           1996           1995
<S>                         <C>            <C>             <C>                                                           
Net revenues                $178,708       $245,667        $654,671
Costs and expenses:                                       
   Cost of sales             174,184        231,455         604,329
   Other operating costs                         
    and expenses               3,079          4,803           8,771
   Selling, general and                        
    administrative expenses   18,782         19,497          31,047
   Restructuring and other          
    nonrecurring charges       2,972             -               -
                             199,017        255,755         644,147
Operating profit (loss)      (20,309)       (10,088)         10,524
Interest expense               3,429          3,275           2,882
Earnings (loss) before income                        
 taxes                       (23,738)       (13,363)          7,642
Provision for income taxes       230             26             267
Net earnings (loss)         $(23,968)      $(13,389)         $7,375
                                                          
Net earnings (loss) per
 common share                 $(0.61)        $(0.35)          $0.16
Weighted average number
 of common and common
 equivalent shares
 outstanding                  40,292         40,253          46,571
                                                          
</TABLE>
                                        
The accompanying notes are an integral part of the consolidated financial
statements.

<TABLE>
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (In thousands, except share data)

<CAPTION>
                                                          MARCH 31,           
                                                       1997       1996
                       ASSETS                                       
Current Assets:                                                     
   <S>                                               <C>         <C>
   Cash and cash equivalents                         $2,640      $16,133
   Accounts receivable (less allowances of
   $6,001 and $6,139, respectively)                  12,452       23,583
   Inventories                                       13,329       35,292
   Prepaid expenses and other current assets          6,497        8,434
        Total current assets                         34,918       83,442
Property and equipment, net                           2,130        3,501
Investment in unconsolidated affiliate               16,033        1,872
Other assets                                          5,687        7,761
        Total Assets                                $58,768      $96,576
                                                                    
        LIABILITIES AND SHAREHOLDERS' EQUITY                        
Current Liabilities:                                                
   Notes payable                                    $5,689       $21,151
   Current maturities of long-term debt                 85           173
   Accounts payable and other current liabilities   13,053        10,391
   Accrued sales returns                             2,730         3,091
   Income taxes payable                                103           202
        Total current liabilities                   21,660        35,008
                                                                    
Long-term debt, less current maturities             20,856        20,886
Other non-current liabilities                          223           300
                                                                    
Shareholders' Equity:                                               
   Preferred shares -- 10,000,000 shares                            
    authorized, 10,000 shares issued and                
    outstanding                                      9,000         9,000
   Common shares -- $.01 par value,
    75,000,000 shares authorized;
    40,335,642 and 40,252,772 shares issued
    and outstanding, respectively                      403          403
   Capital in excess of par value                   109,278     108,991
   Accumulated deficit                             (102,843)    (78,175)
   Cumulative translation adjustment                    191         163
        Total shareholders' equity                   16,029      40,382
        Total Liabilities and Shareholders'
          Equity                                    $58,768     $96,576

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

<TABLE>
                             EMERSON RADIO CORP. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                             (In thousands, except share data)
<CAPTION>
                            Commom Shares
                               Issued           Capital             Cumu-   
                                                in                  lative
                   Pre-     Number              Excess     Accumu-  Trans-      
                   ferred   of          Par     0f         lated    lation
                   Stock    Shares      Value   Par Value  Deficit  Adjustment
<S>                <C>      <C>         <C>     <C>        <C>          <C>    
Balance-March 31,
  1994             $9,000   33,333,333  $333    $103,427   $(70,761)    $618   
 Issuance of                                                           
  common stock in
  public offering,
  net of expenses            6,149,993    62       5,630
 Issuance of common                                                           
  stock to former                                                           
  creditors                    769,446     8          (8)
 Payment to former
  creditors                                         (922)
 Preferred stock
  dividends                                                   (700)
 Other                                              (158)               (253)
 Net earnings                                                7,375
Balance-March 31,
  1995               9,000  40,252,772   403     107,969   (64,086)      365
 Issuance of common                                                           
  stock warrants                                   1,065
 Preferred stock
  dividends                                                   (700)
 Other                                               (43)               (202)
 Net loss                                                  (13,389)
Balance-March 31, 
  1996               9,000  40,252,772   403     108,991   (78,175)      163
Issuance of common                                                           
 stock warrants                                      257
Exercise of stock                                                        
 options and                                                           
 warrants                       82,870                40
Preferred stock                                                           
 dividends                                                   (700)
Other                                                (10)                 28
Net loss                                                  (23,968)
Balance-March 31,
  1997             $9,000   40,335,642   $403   $109,278 $(102,843)     $191

</TABLE>

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

<TABLE>
                                                                               
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
<CAPTION>
                                             Years Ended March 31,            
                                        1997        1996          1995
Cash Flows from Operating                                  
Activities:
  <S>                                <C>          <C>             <C> 
  Net earnings (loss)                ($23,968)    $(13,389)       $7,375
  Adjustments to reconcile net                             
   earnings (loss) to net
   cash provided (used) by                             
   operating activities:
   Depreciation and amortization        2,877        3,664         3,876
   Restructuring and other
    nonrecurring charges                2,782
   Asset valuation and loss         
    reserves                            ( 752)     (14,209)       (2,268)
   Other                                1,048          298          (969)
   Changes in assets and                             
    liabilities:
      Accounts receivable              11,230       17,391       (14,805)
      Inventories                      20,871         (437)       11,032
      Prepaid expenses and          
       other current assets             1,767        3,231        (5,598)
      Other assets                       (896)        (601)         (605)
      Accounts payable and   
       other current liabilities        1,827       (9,092)      (18,633)
      Income taxes payable                (98)         (53)         (379)
Net cash provided (used) by      
  operations                           16,688      (13,197)      (20,974)
                                                                      
Cash Flows from Investing                             
 Activities:
  Investment in unconsolidated                              
   affiliate                          (14,480)       1,840
  Additions to property and  
   equipment                             (255)      (1,666)       (2,874)
  Redemption of certificates of   
   deposit                                100          945         8,455
   Other                                   12         (477)          110
Net cash provided (used) by
 investing activities                 (14,623)         642         5,691
                                                             
Cash Flows from Financing                             
 Activities:
  Net borrowings (repayments)                             
   under line of credit         
   facility                           (15,462)        (6,145)      7,256
  Net proceeds from private                             
   placement of senior                             
   subordinated convertible  
   debentures                                         19,208
  Proceeds from issuances of 
   common stock                                                    5,692
  Retirement of long-term debt           (118)          (298)       (500)
  Payment to former creditors                                       (922)
  Payment of preferred stock                             
   dividends                             (231)          (700)       (525)
  Payment of debt costs                                 (237)
  Other                                   253           (160)       (321)
Net cash provided (used) by
 financing activities                 (15,558)        11,668      10,680
Net decrease in cash and cash                      
 equivalents                          (13,493)          (887)     (4,603)
Cash and cash equivalents at 
 beginning of year                     16,133         17,020      21,623
Cash and cash equivalents at end
 of year                               $2,640        $16,133     $17,020       

</TABLE>
                                       
The  accompanying  notes  are  an integral part of  the  consolidated  financial
statements.
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1997

NOTE A -- SIGNIFICANT ACCOUNTING POLICIES:

(1)  BASIS OF PRESENTATION:

     The consolidated financial statements include the accounts of Emerson Radio
Corp.  and  its  majority-owned subsidiaries (the "Company").   All  significant
intercompany transactions and balances have been eliminated.  A 50% ownership of
a  domestic  joint venture and a 27% owned investment are accounted for by
the equity method (see  Notes  D and N). Historical  cost  accounting was
used to account for the plan of  reorganization (the  "Plan of
Reorganization") (see Note B) since the transaction did not  meet the
criteria required for fresh-start reporting.

(2)  USE OF ESTIMATES:

      The  preparation of the financial statements in conformity with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the amounts reported in the financial  statements  and
accompanying notes.  Actual results could differ from those estimates.

(3)  CASH AND CASH EQUIVALENTS:

      Short-term investments with original maturities of three months or less at
the time of purchase are considered to be cash equivalents.  The carrying amount
reported  in  the balance sheet for cash and cash equivalents approximates  fair
value.

(4)  INVENTORIES:

      Inventories  are  stated  at the lower of cost  (first-in,  first-out)  or
market.

(5)  PROPERTY AND EQUIPMENT:

      Property and equipment, stated at cost, is being depreciated for financial
accounting purposes on the straight-line method over its estimated useful  life.
Leasehold  improvements are amortized on a straight-line basis over the  shorter
of the useful life of the improvement or the term of the lease. Upon the sale or
retirement  of  property  and  equipment,  the  costs  and  related  accumulated
depreciation  are eliminated from the accounts.  Any resulting gains  or  losses
are  included  in  income.  The cost of repairs and maintenance  is  charged  to
expense as incurred.

(6)  WARRANTY CLAIMS:

      The Company provides an accrual for future warranty costs when the product
is sold.

(7)  NET EARNINGS (LOSS) PER SHARE:

      Net loss per common share for the years ended March 31, 1997 and 1996  are
based on the net loss and deduction of preferred stock dividend requirements and
the  weighted average number of shares of common stock outstanding  during  each
period.   This calculation does not include common stock equivalents since  they
are anti-dilutive.

     Net earnings per common share for the year ended March 31, 1995 is based on
the  weighted  average  number  of  shares of  common  stock  and  common  stock
equivalents outstanding during the year. Common stock equivalents include shares
issuable upon conversion of the Company's Series A Preferred Stock, exercise  of
stock  options and warrants, and shares issued in the year ended March 31,  1995
primarily  to satisfy an anti-dilution provision.  The Series A Preferred  Stock
was  first convertible into common stock beginning after March 31, 1997, and
the number of shares of common stock issuable upon conversion will be 
dependent on the market value of the common stock at the time of conversion
(See Note J(3)). No shares have been converted as of March 31, 1997.

     In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, "Earnings Per Share" ("FAS 128"), which is required to be
adopted on December 31, 1997.  At that time, the Company will be required
to change the method currently used to compute earnings per share and to
restate all prior periods.  Under the new requirements for calculating primary 
earnings per share, the dilutive effect of stock otions will be excluded.
The impact of FAS 128 on the calculation of primary earnings per share is
not expected to be material.

(8)  FOREIGN CURRENCY:

      The assets and liabilities of foreign subsidiaries have been translated at
current  exchange rates, and related revenues and expenses have been  translated
at  average  rates  of exchange in effect during the year.  Related  translation
adjustments are reported as a separate component of shareholders' equity.  Gains
and  losses  resulting from foreign currency transactions are  included  in  the
Consolidated  Statements of Operations and amounted to a  loss  of  $79,000  and
gains  of  $475,000 and $220,000 for the years ended March 31,  1997,  1996  and
1995, respectively.

      The  Company  does not enter into foreign currency exchange  contracts  to
hedge  its  exposures  related to foreign currency fluctuations.   However,  the
Company is reducing its foreign currency exposure by conducting its European and
Canadian  businesses in U.S. dollars commencing in the fiscal year ending  March
31, 1997.

(9)  RECLASSIFICATION:

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

NOTE B -- REORGANIZATION:

      On September 29, 1993, the Company and five of its U.S. subsidiaries filed
voluntary petitions for relief under the reorganization provisions of Chapter 11
of the United States Bankruptcy Code and operated as debtors-in-possession under
the  supervision of the Bankruptcy Court while their reorganization  cases  were
pending.   The  precipitating factor for these filings was the Company's  severe
liquidity  problems relating to its high level of indebtedness and a significant
decline in sales from the prior year.

      Effective March 31, 1994, the Bankruptcy Court entered an order confirming
the  Plan  of  Reorganization.   The  Plan of Reorganization  provided  for  the
implementation  of  a recapitalization of the Company.  In accordance  with  the
Plan of Reorganization, the Company's pre-petition liabilities (of approximately
$233 million) were settled with the creditors in the aggregate, as follows:

          I.  The Company's bank group (the "Bank Lenders") received $70 million
     in  cash  and  the right to receive the initial $2 million of net  proceeds
     from one of the Company's non-trade receivables.
     
         II.  The institutional holders of the Company's senior
     notes (the "Noteholders") initially received $2,650,000 in
     cash  and warrants to purchase 750,000 shares of common stock for a  period
     of  seven years at an exercise price of $1.00 per share, provided that  the
     exercise  price shall increase by 10% per year commencing  in  year   four,
     and   further   received  $1 million,  payable $922,498 in cash   from  the
     initial public offering of common
     stock  (see Note J(5)) and $77,502 in common stock calculated on the  basis
     of $1.00 per share.

           III.   The  Bank  Lenders  and Noteholders received  their  pro  rata
     percentage of the following:
     
              A.   $2,350,000  in  cash (however $350,000  of  this  amount  was
               distributable to the holders of allowed unsecured claims);
         
              B.   10,000  shares of Series A Preferred Stock with a face  value
               of  $10 million (estimated fair market value of approximately  $9
               million at March 31, 1994);

              C.   4,025,277  shares of common stock, including  691,944  shares
               issued in February 1995 pursuant to an anti-dilution provision;
         
              D.   The net proceeds from the sale of the Company's Indiana  land
               and building; and
         
              E.    The   net   proceeds  to  be  received  from  the  non-trade
               receivables discussed in I. above in excess of $2 million.
         
           IV.   Holders of allowed unsecured claims received a pro-rata portion
     of the $350,000 distribution and interest bearing promissory notes equal to
     18.3%  of  the  allowed claim amount, payable in two installments  over  18
     months (see Note G).
     
      Pursuant to the provisions of the Plan of Reorganization, as of March  31,
1994,  the  equity  of the Company's shareholders, and the  equity  interest  of
holders of stock options and warrants were cancelled.

      Based  on  the  settlement  of  the Chapter 11  proceedings,  the  Company
recognized  an  extraordinary gain of $129.2 million from the extinguishment  of
debt.   Additionally, the Company recognized a writedown of  $12.9  million   to
estimated  fair  market value on the assets transferred for the benefit  of  the
Bank Lenders and Noteholders.

      Pursuant  to  the  Plan  of Reorganization, and in consideration  for  $30
million,  the  reorganized Company issued 30 million  shares  of  common  stock,
initially held by the following parties:

<TABLE>
       
<CAPTION>
                                                   NUMBER OF SHARES

<S>                                                    <C>  
Fidenas International Limited L.L.C. ("FIN")           16,400,000
Elision International, Inc. ("Elision")                 1,600,000
GSE Multimedia Technologies Corporation ("GSE")        12,000,000

</TABLE>

      The  Company's  Chairman,  Chief Executive Officer  and  President  has  a
controlling beneficial ownership interest in  each of the three entities  listed
above  and,  therefore  holds  an  approximate 73%  interest  in  the  Company's
outstanding  common stock at March 31, 1997.  Included above are 847,458  shares
of  common stock held by FIN, as nominee, as to which FIN and the Company's CEO,
Mr.  Geoffrey  P. Jurick, disclaim beneficial ownership.  In accordance  with  a
Stipulation of Settlement and Order (the "Settlement Agreement") dated June  11,
1996, upon the effective date of the Settlement Agreement, Elision and GSE  were
to  transfer all of their Emerson shares to FIN, to be registered in the name of
FIN.  See Note L.

NOTE C -- INVENTORIES:

      Inventories  are  comprised  primarily of  finished  goods.   Spare  parts
inventories, net of reserves, aggregating $1,469,000 and $2,042,000 at March 31,
1997 and 1996, respectively, are included in "Prepaid expenses and other current
assets."

NOTE D -- INVESTMENT IN UNCONSOLIDATED AFFILIATE:

      On  December 10, 1996, the Company purchased from Sport Supply Group, Inc.
("SSG") 1,600,000 shares of newly issued common stock, $.01 par value per  share
(the   "SSG   Stock"),  for  aggregate  consideration  of  $11.5   million,   or
approximately  $7.19  per  share. In addition, the  Company  purchased,  for  an
aggregate consideration of $500,000, five-year warrants (the "SSG Warrants")  to
acquire  an  additional 1,000,000 shares of SSG Stock at an  exercise  price  of
$7.50  per share, subject  to  standard  anti-dilution  adjustments,    pursuant
to a Warrant Agreement.  Prior to such purchase, the Company beneficially
owned approximately 9.9% of the outstanding shares  of SSG  Stock  which 
it had purchased for $4,228,000 in open market  transactions. Based  upon 
the purchase of the SSG Stock as set forth above, the Company  owns
approximately  27% of the outstanding shares of the SSG Stock.  If  the  Company
exercises all of the SSG Warrants, it will beneficially own approximately 35% of
the  SSG Stock.  In addition, the Company has arranged for foreign trade  credit
financing  of  $2  million for the benefit of SSG to supplement  SSG's  existing
credit facilities. In connection with such purchase, SSG appointed the Company's
designees  to  become the majority of the members of its Board of Directors  and
the  Company's  management is directly involved in SSG's day-to-day  operations.
In March 1997, SSG's stockholders elected Emerson's nominees as a majority of
the members of its Board of Directors.

      The investment in and results of operations of SSG are accounted for
by  the  equity  method.  SSG's fiscal year end is October  31;  therefore,  the
Company's  equity in earnings (losses) of SSG will be recorded  on  a  two-month
delay basis. The Company's investment in SSG includes goodwill of $3,973,000 and
is being amortized on a straight line basis over 40 years.  At March 31, 1997, 
the aggregate market value quoted on the New York Stock Exchange of Emerson's
shares of SSG Stock was approximately $13,333,000. Summarized financial
information derived from SSG's financial reports to the Securities and Exchange
Commission was as follows (in thousands):

<TABLE>
                                                (Unaudited)
                                            As of January 31, 1997

<S>                                               <C>
Current assets                                    $39,850
Property, plant and equipment and
  other assets                                     36,748
Current liabilities                                39,011
Long-term debt                                        324

</TABLE>

<TABLE>
                                                  (Unaudited)
                                               For the three months
                                              ended January 31, 1997 

<S>                                                 <C>
Net sales                                           $14,580
Gross Profit                                          5,905
Loss from continuing operations                      (1,356)
Loss from discontinued operations                    (2,574)
Net loss                                             (3,930)

</TABLE>

NOTE E -- PROPERTY AND EQUIPMENT:

     Property and equipment is comprised of the following:

<TABLE>

                                                MARCH 31,    
                                            1997        1996
                                               (In thousands)

<S>                                       <C>       <C>
Furniture and fixtures                    $  4,021  $  4,528
Molds and tooling                                -     1,281
Machinery and equipment                        891     1,372
Leasehold improvements                         739       742
                                             5,651     7,923
Less accumulated depreciation and
   amortization                              3,521     4,422
                                          $  2,130  $  3,501
</TABLE>

      Depreciation  and  amortization  of property  and  equipment  amounted  to
$1,631,000, $2,800,000 and $3,267,000 for the years ended March 31,  1997,  1996
and 1995, respectively.

NOTE F -- NOTES PAYABLE:

      Effective  March  31, 1994, the Company entered into a Loan  and  Security
Agreement, as amended, with a U.S. financial institution (the "Lender")
providing for an asset-based revolving credit facility. The facility provides
for revolving  loans and letters of credit, subject to individual maximums 
and, in the  aggregate,  not to exceed the lesser of $30 million or a 
"Borrowing  Base" amount  based  on  specified percentages of eligible  accounts
receivable  and inventories.   All credit extended under the line of credit is
secured by the U.S. and Canadian assets of the Company, except for trademarks
which are subject to a negative pledge covenant.  The interest rate on these
borrowings is 1.25% above  the stated prime rate.  At March 31, 1997 and 1996,
the interest rate on the  outstanding borrowings was 9.5%.  The facility is also
subject to an unused line  fee  of  0.25% per annum. Pursuant to the Loan and
Security Agreement,  as amended,  the  Company  is  restricted from, among
other  things,  paying  cash dividends  (other  than on the Series A
Preferred Stock), redeeming  stock,  and entering  into certain
transactions and is required to maintain certain  working capital
and equity levels (as defined). The Company was required to maintain
a minimum adjusted net worth, as defined, of $17,000,000 and a minimum
working capital of $10,000,000 at March 31, 1997.  Adjusted net worth at
March 31, 1997 was $18,811,000.  An event of default under the credit facility
may trigger a default under the Company's 8 1/2% Senior Subordinated
Convertible Debentures Due 2002.  At March 31, 1997, there was $5,689,000
outstanding  under  the  revolving loan facility and approximately  $444,000  of
outstanding  letters of credit issued for inventory purchases.  The fair  market
value of these notes payable is estimated to approximate their carrying amount.

      Cash  paid for interest was $3,436,000, $3,207,000 and $3,371,000 for  the
years ended March 31, 1997, 1996 and 1995, respectively.

NOTE G -- LONG-TERM DEBT:

     Long-term debt consists of the following:

<TABLE>
                                                MARCH 31,   
                                              1997      1996
                                              (In thousands)

<S>                                        <C>       <C>
8 1/2% Senior Subordinated Convertible
   Debentures Due 2002                     $20,750   $20,750
Notes payable to unsecured creditors             3        79
Equipment notes and other                      188       230
                                            20,941    21,059
Less current obligations                        85       173
                                           $20,856   $20,886

</TABLE>

      The  8  1/2%  Senior  Subordinated Convertible Debentures  Due  2002  (the
"Debentures") were issued in August 1995.  The Debentures bear interest  at  the
rate  of  8  1/2%  per  annum, payable quarterly on the  15th  of  March,  June,
September  and  December, in each year.  The Debentures 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 an initial conversion price
of  $3.9875  per share, subject to adjustment under certain circumstances.   The
Debentures  are redeemable, at the option of the Company, three years  from  the
date of issuance, 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 holder of
Debentures  has  the  right  to cause the Company to redeem  the  Debentures  if
certain designated events (as defined) should occur.  The Debentures are subject
to  certain  restrictions on transfer, although the Company has  registered  the
offer and sale of the Debentures and the underlying common stock.

      Pursuant  to the Plan of Reorganization, the holders of allowed  unsecured
claims  received interest bearing promissory notes equal to 18.3% of  the  claim
amount.  The notes were due in two installments: 35% of the outstanding
principal was  due 12 months from the date of issuance, and the remaining
balance was due 18 months  from  the  date  of  issuance.

NOTE H  -- INCOME TAXES:

     The income tax provision consists of the following:

<TABLE>
                                           YEARS ENDED MARCH 31,   
                                         1997     1996       1995
                                             (In thousands)
Current:
  <S>                                    <C>      <C>        <C>
  Federal                                $  0     $ (39)     $ 40
  Foreign, state and other                230        65       227
                                         $230     $  26      $267

</TABLE>

      The  difference between the effective rate reflected in the provision  for
income  taxes and the amounts determined by applying the statutory U.S. rate  of
34% to earnings (loss) before income taxes are analyzed below:

<TABLE>
                                       YEARS ENDED MARCH 31,                
                                        1997      1996      1995
                                           (In thousands)
                                                          
<S>                                   <C>        <C>        <C>  
Statutory provision (benefit)         $(7,561)   $(4,543)   $2,598
Utilization of net operating loss                        
  carryforwards                          ---       ---        (632)
U.S. and foreign net operating                           
  losses without tax benefit            7,588      4,493     1,675
Foreign income subject to foreign                        
  tax, not subject to U.S. tax           ---       ---        (785)
Tax recognition of prior year book                       
  deductions                             ---       ---        (888)
Rate differential on foreign income                   
  (loss)                                  248         96    (1,959)
Nondeductible bankruptcy expenses           6         24       137
Other, net                                (51)       (44)      121
Total income tax provision              $ 230     $   26    $  267

</TABLE>

      The  Company  accounts for income taxes in accordance  with  Statement  of
Financial  Accounting  Standards No. 109, "Accounting for Income  Taxes,"  under
which  the  liability  method  (rather than the  deferred  method)  is  used  in
accounting  for income taxes.  Under the liability method, deferred  tax  assets
and  liabilities are determined based on differences between financial reporting
and  tax  bases  of assets and liabilities, and are measured using  enacted  tax
rates  and  laws  that will be in effect when the differences  are  expected  to
reverse.

     Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
                                                     MARCH 31,   
                                                 1997      1996
                                                   (In thousands)

Deferred tax assets:
  <S>                                          <C>         <C>
  Accounts receivable reserves                 $  3,372    $2,995
  Inventory reserves                              2,553     2,259
  Net operating loss carryforwards               24,978    18,250
  Other                                             227       445
  Total deferred tax assets                      31,130    23,949
  Valuation allowance for deferred
   tax assets                                   (30,921)  (23,287)
  Net deferred tax assets                           209       662
  Deferred tax liabilities                          209      (662)
Net deferred taxes                             $     --    $   --

</TABLE>

      Total  deferred  tax  assets of the Company at March  31,  1997  and  1996
represent  the tax-effected net operating loss carryforwards subject  to  annual
limitations   (as  discussed  below),  and  tax-effected  deductible   temporary
differences.  The  Company  has  established a  valuation  reserve  against  any
expected future benefits.

      Cash  paid  for income taxes was $125,000, $151,000 and $725,000  for  the
years ended March 31, 1997, 1996 and 1995, respectively.

      Losses  before taxes of foreign subsidiaries was $2,512,000 and $6,233,000
for  the years ended March 31, 1997 and 1996, respectively.  Income before taxes
of  foreign  subsidiaries  was $3,786,000 for the year  ended  March  31,  1995.
Provision  is made for federal income taxes which may be payable on earnings  of
foreign  subsidiaries to the extent that the Company anticipates  they  will  be
remitted.  Unremitted earnings of foreign subsidiaries which have been,  or  are
intended to be permanently reinvested (and for which no federal income  tax  has
been provided) aggregated $338,000, $1,034,000 and $3,396,000 at March 31, 1997,
1996 and 1995, respectively.

      As of March 31, 1996, the Company has a net operating loss carryforward of
approximately  $137,600,000,  of  which $33,074,000,  $13,385,000,  $50,193,000,
$21,159,000  and $19,789,000 will expire in 2006,  2007, 2009,  2011  and  2012,
respectively.   The utilization of these net operating losses  will  be  limited
based on the effects of the Plan  of  Reorganization  consummated  on  March 31,
1994.    Pursuant  to  the  Plan  of  Reorganization,  the  Bank  Lenders,   the
Noteholders, FIN,  Elision and GSE  initially  received  100%  of   the   common
stock.   As a result, an ownership change occurred with respect to the  Company,
and  subjected the Company's net   operating     losses    and    foreign    tax
credit   carryforwards  to  the  limitation  provided for  in Sections 382  and
383,  respectively,  of  the Internal Revenue Code.  Subject  to  special  rules
regarding  increases  in  the  annual limitation  for  the  recognition  of  net
unrealized built-in gains, the Company's annual limitation will be approximately
$2.2 million.

NOTE I -- COMMITMENTS AND CONTINGENCIES:

(1) LEASES:

   The  Company  leases warehouse and office space at minimum aggregate  rentals
net of sublease income as follows:

<TABLE>

            Fiscal
         Year Ending                                     
          March 31,                       Amount     
                                      (In thousands)
                                                     
         <C>                              <C>
         1998                             $1,231     
         1999                                328    
                                          $1,559     

</TABLE>

      Rent expense, net of rental income, aggregated $1,790,000, $1,705,000  and
$2,731,000  for  the  years ended March 31, 1997, 1996 and  1995,  respectively.
Rental  income  from  the  sublease of warehouse  and  office  space  aggregated
$256,000,  $278,000  and $273,000 in the years ended March 31,  1997,  1996  and
1995, respectively.

 (2)  LETTERS OF CREDIT:

      Outstanding  letters  of credit for the purchase of  inventory  aggregated
$4,932,000  (including $444,000 issued under the Loan and Security Agreement  --
see Note F) at March 31, 1997.  $1,995,000 of such outstanding letters of credit
are not reflected in the accompanying financial statements.

      The Company's Hong Kong subsidiary also currently maintains various credit
facilities aggregating $28.5 million with a bank in Hong Kong consisting of  the
following:   (i)  a  $3.5 million credit facility which is  generally  used  for
letters  of  credit  for  a  foreign subsidiary's  direct  import  business  and
affiliates' inventory purchases, and (ii) a $25 million credit facility, for the
benefit  of a foreign subsidiary, which is for the establishment of back-to-back
letters  of credit with the Company's largest customer.  At March 31, 1997,  the
Company's Hong Kong subsidiary had pledged $1 million in certificates of deposit
to  this  bank to assure the availability of these credit facilities.  At  March
31,  1997, there were $4,488,000 and $6,598,000 of letters of credit outstanding
under these credit facilities.

NOTE J-- SHAREHOLDERS' EQUITY:

      (1)   In  July  1994, the Company's Board of Directors  adopted,  and  the
stockholders   subsequently ratified, a Stock Compensation  Program  ("Program")
intended  to  secure for the Company and its stockholders the  benefits  arising
from  ownership  of  the  Company's common stock by  those  selected  directors,
officers, other key employees, advisors and consultants of the Company  who  are
most  responsible  for  the Company's success and future  growth.   The  maximum
aggregate number of shares of common stock available pursuant to the Program  is
2,000,000 shares and the Program is comprised of 4 parts -- the Incentive  Stock
Option  Plan, the Supplemental Stock Option Plan, the Stock Appreciation  Rights
Plan and the Stock Bonus Plan. A summary of transactions since the inception  of
the Program is as follows:

<TABLE>
                               NUMBER OF        PRICE          AGGREGATE
                                SHARES        PER SHARE         PRICE
                                                        
<S>                            <C>           <C>               <C>
Granted                        1,860,000     $1.00 - $1.10     $1,920,000
Cancelled                        (30,000)        $1.00            (30,000)
Outstanding--March 31, 1995    1,830,000     $1.10 - $1.10      1,890,000
Granted                          125,000     $2.63 - $2.88        341,000
Cancelled                       (287,000)        $1.00           (287,000)
Outstanding--March 31, 1996    1,668,000     $1.00 - $2.88      1,944,000
Granted                           50,000     $2.25 - $2.56        119,000
Exercised                        (69,000)        $1.00            (69,000)
Cancelled                        (59,000)    $1.00 - $2.56        (67,000)
Outstanding--March 31, 1997    1,590,000     $1.00 - $2.56     $1,927,000

</TABLE>

      The  term  of each option is ten years, except for options issued  to  any
person  who  owns  more than 10% of the voting power of all classes  of  capital
stock,  for  which the term is five years.  Options may not be exercised  during
the  first  year after the date of the grant.  Thereafter each   option  becomes
exercisable on a pro rata basis on each of the first through third anniversaries
of  the  date of the grant.  The exercise price of options granted  must  be  at
least  equal  to the fair market value of the shares on the date of  the  grant,
except that the option price with respect to an option granted to any person who
owns more than 10% of the voting power of all classes of capital stock shall not
be  less  than 110% of the fair market value of the shares on the  date  of  the
grant.

     The Company has elected to follow APB25 and related interpretations for
stock-based compensation and accordingly has recognized no compensation
expense.  Had compensation cost been determined based upon the fair value at 
grant date for awards consistent with the methodology prescribed by Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("FAS 123"), the Company's net loss would have increased 
approximately $45,000 and $81,000 for the years ended March 31, 1997 and
1996, respectively, and the Company's net income would have decreased by 
$1,342,000 or $0.03 per share for the year ended March 31, 1995.

     The fair value of these options, and all other options and warrants
of the Company, was estimated at the date of grant using a 
Black-Scholes option pricing model with the following assumptions for the
years ended March 31, 1997, 1996 and 1995; risk-free interest rate of
5%, an expected life of 10 years and a dividend yield of zero.  For the
years ended March 31, 1997, 1996 and 1995, volatility was 73%, 85% and 60%,
respectively.  The effects of applying FAS 123 and the results obtained are
not likely to be representative of the effects on future pro-forma income.

      (2)    In October 1994, the Company's Board of Directors adopted, and  the
stockholders subsequently approved, the 1994 Non-Employee Director Stock  Option
Plan. The maximum number of shares of common stock available under such plan  is
300,000  shares. A summary of transactions since inception of  the  plan  is  as
follows:

<TABLE>
                              NUMBER OF     PRICE       AGGREGATE
                                SHARES     PER SHARE      PRICE
                                                            
<S>                            <C>           <C>        <C>
Granted                        175,000       $1.00      $175,000
Outstanding--March 31, 1995    175,000       $1.00       175,000
Cancelled                      (25,000)      $1.00       (25,000)
Outstanding--March 31, 1996,
 March 31, 1997                150,000       $1.00      $150,000

</TABLE>


      The  provisions for exercise price, term and vesting schedule are the same
as noted above for the Stock Compensation Program. Had compensation cost
been determined based upon the fair value at grant date for awards
consistent with the methodology prescribed by FAS 123, the Company's net
income would have decreased approximately $130,000 for 
the year ended March 31, 1995.

     (3)  Pursuant to the Plan of Reorganization, on March 31, 1994, the Company
issued  Series  A  Preferred Stock, $.01 par value, with a  face  value  of  $10
million and an estimated fair market value of approximately  $9  million.    The
preferred   stock   is   convertible into Common Stock at any  time  during  the
period  beginning on March 31, 1997 and ending on March 31, 2002; the  preferred
stock  is  convertible into common stock at a price per share  of  common  stock
equal  to  80%  of the market value of a share of common stock on  the  date  of
conversion.  The preferred stock bears dividends commencing June 30, 1994  on  a
cumulative basis at the following rates:

<TABLE>
                         DIVIDEND RATE
       
       <S>                   <C> 
       Year 1 to 3           7.0%
       Year 4                5.6%
       Year 5                4.2%
       Year 6                2.8%
       Year 7                1.4%
       Thereafter            None

</TABLE>

      The  preferred stock is non-voting.  However, the terms of  the  preferred
stock provide that holders shall have the right to appoint two directors to  the
Company's Board of Directors if the preferred stock dividends are in default for
six  consecutive  quarters.  At March 31, 1997, the Company was  in  arrears  on
$469,000 of dividends.

      (4)   Pursuant  to  the  Plan of Reorganization, the Noteholders  received
warrants  for the purchase of 750,000 shares of common stock.  The warrants  are
exercisable for a period of seven years from March 31, 1994 and provide  for  an
exercise price of $1.00 per share for the first three years, escalating by  $.10
per share per annum thereafter until expiration of the warrants.

      (5)   In accordance with the Company's Plan of Reorganization, the Company
completed  an initial public offering of its common stock in September  1994  to
shareholders of record (in those states in which the offering could be made)  as
of  March  31,  1994, excluding the Company's former largest  shareholder.   The
Company  sold 6,149,993 shares of common stock for $1.00 per share resulting  in
proceeds  to the  Company,  net of  issuance costs, of approximately $5,692,000.
Pursuant  to  the  terms of the Plan of Reorganization,  in  January  1995,  the
Company  paid  approximately  $922,000 to satisfy certain  obligations  owed  to
former creditors, and in February 1995 issued 769,446 shares of common stock  to
former  creditors,  primarily  to  satisfy  an  anti-dilution  provision.    The
remainder  of  such  funds  were used for working capital  and  other  corporate
purposes.

     (6)  In connection with the Debentures offering in August 1995, the Company
issued to  the  placement agent and its authorized dealers warrants  for  the
purchase of 500,000 shares of common stock.  The warrants are exercisable for  a
period  of four years from August 24, 1996 and provide for an exercise price  of
$3.9875 per share, subject to adjustment under certain circumstances. Had
compensation cost been determined based upon the fair value at grant
date for awards consistent with the methodology prescribed by FAS 123, the 
Company's net loss would have increased approximately $1,140,000 or
$0.03 per share for the year ended March 31, 1996.

      (7)   In  connection  with a consulting agreement in  December  1995,  the
Company  issued warrants for the purchase of 250,000  shares of common
stock at an exercise price of $4.00 per share.  The warrants vest and
may  be  exercised by the holder (i) 50% at any time  after six months from  the
date  of issuance, and (ii) the balance at any time after one year from the date
of  issuance,  in either event until December 8, 2000, when such warrants  shall
expire. Had compensation cost been determined based upon the fair value of
grant date for awards consistent with the methodology prescribed by FAS 123,
the Company's net loss would have increased approximately $145,000 for the
year ended March 31, 1996.

      (8)  In  November  1995, the Company filed a shelf registration  statement
covering  5,000,000 shares of common stock owned by FIN to finance a  settlement
of  the Litigation Regarding Certain Outstanding Common Stock (See Note K).  The
shares  covered  by  the shelf registration are subject to  certain  contractual
restrictions  and may be offered for sale or sold only by means of an  effective
prospectus following registration under the Securities Act of 1933, as amended.

      (9) In November 1995, the Company's stockholders approved an amendment  to
the  Company's certificate of incorporation increasing the number of  authorized
shares of preferred stock from one million shares to ten million shares.

      (10) In November 1995, the Company's Board of Directors approved a plan to
repurchase up to two million of its common shares, or about 20% of the Company's
current float of approximately eleven million shares, from time to time  in  the
open  market.   Although there are 40,335,642 shares outstanding,  approximately
29.2 million shares are held directly or indirectly by affiliated   entities  of
Geoffrey Jurick, Chairman, Chief  Executive  Officer  and  President of  the
Company.   The  Company  has  agreed  with Mr. Jurick  that  such  shares   will
not   be  subject  to repurchase.  The stock repurchase program  is  subject  to
consent of certain of the Company's lenders, certain court imposed restrictions,
price   and  availability  of  shares,  compliance  with  securities  laws   and
alternative   capital  spending  programs,  including  new  acquisitions.    The
repurchase of common shares is intended to be funded by working capital, if  and
when available.  It is uncertain at this time when the Company might be able  to
so repurchase any of its shares of Common Stock.

     (11)  In connection with a consulting agreement in August 1996, the Company
issued warrants for the purchase of 250,000 shares of common
stock  at  an exercise price of $4.00 per share.  The warrants vest and  may  be
exercised  by the holder (i) 50% at any time after six months from the  date  of
issuance,  and  (ii) the balance at any time after one year  from  the  date  of
issuance, in either event until August 1, 2001, when such warrants shall expire.
The fair value of these warrants at the date of grant was estimated to
be approximately $225,000.  These warrants are being amortized over the
vesting period and accordingly, consulting expense related to the warrants
amounted to approximately $182,000 for the year ended March 31, 1997.

NOTE K -- LICENSE AGREEMENTS:

      (1)   In  February  1997,  the Company executed  five-year  license/supply
agreements,  subject  to renewals, with Cargil International  Corp.  ("Cargil"),
covering  the Caribbean and Central and South American markets.  The  agreements
provide for the license of the Emerson and G-Clef trademark for certain consumer
electronics  and  other  products and the provision of sourcing  and  inspection
services.   Under the terms of the agreements, the Company will receive  minimum
annual  royalties through the life of the agreements and will receive a separate
fee for sourcing and inspection services.  Cargil assumes all costs and expenses
associated  with  the  purchasing, marketing and after  sales  support  of  such
products.   The  Company believes that this transaction  will  have  a  positive
impact  on  operating results by generating royalty and servicing revenues  with
minimal costs while limiting its working capital risks.

      (2)  In February 1995, the Company and a large supplier and certain
of  its  affiliates  (collectively, the "Supplier") entered  into  two  mutually
contingent agreements (the "Agreements").  Effective March 31, 1995, the Company
granted  a license of certain trademarks to the Supplier for a three-year  term.
The  license permited the Supplier to manufacture and sell certain video
products under the Emerson and G-Clef trademark to one of  the  Company's 
significant customers  (the "Customer") in the U.S. and Canada, and
precluded  the  Supplier from  supplying product to the Customer other than
under the Emerson and  G-Clef or  the Supplier trademarks.  The Company
continues to supply other products  to the Customer directly.
Further, the Agreements provided that the Supplier would supply  the
Company with certain video products for sale to other customers   at
preferred   prices   for   a   three-year   term.    Under   the  terms  of  the
Agreements,  the Company receives non-refundable minimum annual  royalties  from
the  Supplier  to  be  credited against royalties earned  from  sales  of  video
cassette  recorders and players, television/video cassette recorder  and  player
combinations,  and  color televisions to the Customer.  In  addition,  effective
August  1,  1995, the Supplier assumed responsibility for returns and after-sale
and   warranty  services  on  all  video  products manufactured by the  Supplier
and sold to the Customer, including video products sold by the Company prior  to
April  1,  1995.   Royalty  income recognized by the  Company  pursuant  to  the
Agreements was $4,000,000 and $4,442,000 in Fiscal 1997 and 1996, respectively.

      Additionally, the Company and the Supplier agreed on a series of  purchase
discounts,  consistent with agreements and past practices between  the  Supplier
and the Company.  Through March 31, 1995, the Supplier had paid the Company $6.3
million  against  an aggregate $10.2 million of purchase discounts  for  product
purchased  from  January 1, 1993 to March 31, 1995, and the  balance   of   $3.9
million  was  paid in September 1995.  The Company recognized  $9.9  million  of
discounts  in the year ended March 31, 1995, of which $4.3 million of  discounts
were attributable to purchases prior to April 1, 1994.

      (3)   In  October 1994, the Company entered into a license agreement  with
Jasco  Products Co., Inc., ("Jasco"), as amended, whereby the Company granted  a
license  of  certain  trademarks  to Jasco for  use  on  non-competing  consumer
electronics accessories.  Under  the  terms of the  agreement,  the Company will
receive  minimum  annual  royalties through the life  of  the  agreement,  which
expires  on December 31, 1998, and the agreement is automatically renewable  for
three  successive  three-year periods based upon Jasco's  compliance  with   the
agreement.   The  minimum  royalty  was  not  exceeded  in the first, second  or
third  contract  years ended December 31, 1996.  The Company recognized  license
fee  income  of approximately $1,125,000 in the year ended March 31,  1995.   In
April  1997,  the agreement was amended to extend the initial three-year  period
for one additional year.

      (4)  Subsequent to the end of Fiscal 1997, Emerson executed a four-year 
agreement with Daewoo Electronics Co. Ltd. and its U.S. affiliate
(collectively "Daewoo").  This agreement provides that, subject to existing
agreements relating to sales to the Customer, Daewoo will manufacture and
sell television products bearing the Emerson and G-Clef trademark to all
customers in the U.S. market.  Daewoo will also be responsible for, and
assume all risks associated with, order processing, shipping, credit and
collections, inventory, returns and after sale services.  The Company will
arrange sales and provide marketing services and receive a commission for
such services.  Sales to the Customer are currently subject to a 
license/supply agreement with the Supplier, as more fully described in
Note K.

NOTE L --LEGAL PROCEEDINGS:

OTAKE LITIGATION

      On December 20, 1995, the Company filed suit in the United States District
Court  for  the District of New Jersey against Orion Sales, Inc., Otake  Trading
Co.  Ltd., Technos Development Limited, Shigemasa Otake, and John Richard  Bond,
Jr.  (collectively, the "Otake Defendants") alleging breach of contract,  breach
of  covenant  of  good faith and fair dealing, unfair competition,  interference
with  prospective  economic  gain, and conspiracy  in  connection  with  certain
activities of the Otake Defendants under certain agreements between the  Company
and  the  Otake Defendants.  On December 21, 1995, Orion Sales, Inc.  and  Orion
Electric  (America), Inc. filed suit against the Company in  the  United  States
District  Court,  Southern  District of Indiana, Evansville  Division,  alleging
various  breaches of certain agreements by the Company, including  breaches   of
the   confidentiality   provisions, certain  payment  breaches,    breaches   of
provisions  relating  to product returns, and other alleged  breaches  of  those
agreements,  and  seeking  damages in the amount of  $2,452,656,  together  with
interest  thereon, attorneys' fees, and certain other costs.  While the  outcome
of  the New Jersey and Indiana actions are not certain at this time, the Company
believes  it has meritorious defenses against the claims made by the  plaintiffs
in  the Indiana action.  In any event, the Company believes the results of  that
litigation should not have a material adverse effect on the financial  condition
of the Company or on its operations.

LITIGATION REGARDING CERTAIN OUTSTANDING COMMON STOCK:

      The  30  million shares of Common Stock issued to GSE, FIN and Elision  on
March  31,  1994, pursuant to the Plan of Reorganization, were  the  subject  of
certain  legal  proceedings.   On June 11, 1996, the  Settlement  Agreement  was
executed,  which settles various legal proceedings in Switzerland,  the  Bahamas
and  the  United  States.  The Settlement Agreement provides  for,  among  other
things,  the payment by Mr. Jurick and his affiliated entities of $49.5  million
to various claimants of Mr. Jurick and affiliated entities (the "Creditors"), to
be paid from the proceeds of the sale of the 29,152,542 shares of Emerson common
stock (the "Settlement Shares") owned by affiliated entities of Mr. Jurick.   In
addition, Mr. Jurick will be paid the sum of $3.5 million from the sale of  such
stock.   The Settlement Shares will be sold over an extended, but indeterminate,
period  of  time  by a financial advisor, initially TM Capital (the  "Advisor").
The  Advisor will formulate a marketing plan taking into consideration  (i)  the
interests  of  Emerson's minority stockholders, and (ii) the goal of  generating
sufficient proceeds to pay the Creditors and Mr. Jurick as quickly as  possible.
The  Settlement Shares will be divided into two pools. The Pool  A  Shares  will
initially consist of 15,286,172  Emerson  shares.  The Pool B Shares consist  of
the  number  of  Emerson  shares with respect to which Mr.  Jurick  must  retain
beneficial ownership of voting power to avoid an event of default arising out of
a  change  of  control pursuant to the terms of the Company's Loan and  Security
Agreement with the Lender and/or the indenture governing the Debentures.   Sales
may  be  made of the Settlement Shares pursuant to a registered offering if  the
sales price in not less than 90% of the average of the three most recent closing
prices  (the "Average Closing Price"), or, other than in a registered  offering,
of  up  to 1% of the Emerson common stock outstanding per quarter, if the  sales
price  is  not less than 90% of the Average Closing Price.  Any other  attempted
sales  are subject to the consent of Mr. Jurick, the Creditors and if necessary,
the United States District Court in Newark, New Jersey.

BANKRUPTCY CLAIMS:

     The Company is presently engaged in litigation regarding several bankruptcy
claims  which  have not been resolved since the restructuring of  the  Company's
debt.  The largest claim was filed on or about July 25, 1994 in connection  with
the  rejection  of  certain  executory contracts with  two  Brazilian  entities,
Cineral Electronica de Amazonia Ltda. and  Cineral Magazine Ltda. (collectively,
"Cineral").   The amount currently claimed is for approximately $93,563,457,  of
which  $86,785,000 represents a claim for loss of profits.  The  claim  will  be
satisfied,  to the extent the claim is allowed by the Bankruptcy Court,  in  the
manner  other allowed unsecured claims were satisfied.  The Company has objected
to  the claim and intends to vigorously  contest such claim and believes it  has
meritorious  defenses to the highly speculative portion of the  claim  for  lost
profits  and  the portion of the claim for actual damages for expenses  incurred
prior  to  the execution of the contracts.  Additionally, on or about  September
30, 1994, the Company instituted an adversary proceeding in the Bankruptcy Court
asserting damages caused by Cineral and seeking declaratory relief and replevin.
An  adverse  final  ruling on the Cineral claim could have  a  material  adverse
effect  on  the Company, even though it would be limited to 18.3% of  the  final
claim  determined by a court of competent jurisdiction; however, with respect to
the  claim for lost profits, in light of the foregoing, the Company believes the
chances for recovery for lost profits are remote.

INTERNATIONAL JENSEN INCORPORATED ("JENSEN") LITIGATION

     On May 10, 1996, Jensen filed an action in the United States District Court
for the Northern District of Illinois, Eastern Division, against the Company and
Eugene  I. Davis, an officer of the Company for violations of proxy solicitation
rules  and  for breach of a confidentiality agreement with Jensen.  On  May  20,
1996,  the Company filed a counterclaim in this action alleging that Jensen  and
its   Chairman,  Chief  Executive  Officer  and  President,  Robert   G.   Shaw,
fraudulently  induced the Company to enter into a confidentiality agreement  and
failed  to  negotiate with the Company in good faith.  In its counterclaim,  the
Company requests such other equitable or other relief as the Court finds  proper
and  an   award   of   attorneys'  fees  and  expenses.   Subsequently,  Recoton
Corporation  ("Recoton"), the successful bidder in acquiring  Jensen,  filed  an
action  in  the same court against Emerson.  In June 1997, Emerson,  Mr.  Davis,
Jensen,  Recoton  and certain other related parties entered  into  a  settlement
agreement  settling all disputes among them and releasing each  other  from  all
liability  in  connection  with the subject matter of  these  actions  on  terms
Emerson believes to be beneficial to it.

OTHER LITIGATION:

      The  Company is involved in other legal proceedings and claims of  various
types in the ordinary course of business.  While any such litigation contains an
element  of uncertainty, management presently believes that the outcome of  each
such  proceeding or claim which is pending or known to be threatened, or all  of
them  combined,  will  not  have  a material adverse  effect  on  the  Company's
consolidated financial position.

NOTE M -- BUSINESS SEGMENT INFORMATION AND MAJOR CUSTOMERS:

      The  consumer electronics business is the Company's only business segment.
Operations in this business segment are summarized below by geographic area:

<TABLE>

YEAR ENDED MARCH 31, 1997      U.S.    FOREIGN    ELIMINATIONS  CONSOLIDATED
   (In thousands)                                            
<S>                        <C>          <C>         <C>           <C>         
Sales to unaffiliated 
 customers                 $ 172,417    $ 6,291     $   --        $178,708
Transfers between                            
 geographic areas              2,592        581       (3,173)         --
Total net revenues         $ 175,009    $ 6,872     $ (3,173)     $178,708
Earnings (loss) before                            
 income taxes              $ (20,677)   $(1,791)    $   --        $(22,468)
Identifiable assets        $  58,513    $ 1,520     $   --        $ 60,033
                                                     
YEAR ENDED MARCH 31, 1996
Sales to unaffiliated
 customers                 $ 234,369    $11,298     $   --        $245,667
Transfers between                            
 geographic areas              2,884        876       (3,760)         --
Total net revenues        $  237,253    $12,174     $ (3,760)     $245,667
Earnings (loss) before                            
 income taxes             $  (11,324)   $(2,039)    $   --        $(13,363)
Identifiable assets       $   90,350    $ 6,226     $   --        $ 96,576

YEAR ENDED MARCH 31, 1995
Sales to unaffiliated
 customers                $  608,717    $45,954     $   --        $654,671
Transfers between                            
 geographic areas              5,954        184       (6,138)         --
Total net revenues        $  614,671    $46,138     $ (6,138)     $654,671
Earnings (loss) before                            
 income taxes             $   12,238    $(4,596)    $   --        $  7,642
Identifiable assets       $   98,604    $15,470     $   (105)     $113,969

</TABLE>

      Transfers  between geographic areas are accounted for  on  a  cost  basis.
Identifiable assets are those assets used in operations in each geographic area.

      At  March  31,  1997  and  1996,  total  assets  include  $10,657,000  and
$27,779,000, respectively, of assets located in foreign countries.

      The Company's net sales to one customer aggregated approximately 36%,  18%
and   53% of consolidated net revenues for the years ended March 31, 1997,  1996
and  1995, respectively.  Trade receivables from this customer approximated  11%
of  accounts receivable at March 31, 1997, and has not been collateralized.   At
March 31, 1997, the Company had a liability balance to this customer for product
returns.   The Company's net sales to another customer aggregated 13%, 16%,  and
10% for the years ended March 31, 1997, 1996 and 1995, respectively.

NOTE N -- INVESTMENT IN JOINT VENTURE

      The  Company has a 50% investment in E & H Partners, a joint venture  that
refurbishes and sells certain of the Company's product returns.   The
results  of  this  joint venture are accounted for by the  equity  method.   The
Company's equity in the earnings (loss) of the joint venture is reflected as  an
increase  or reduction of cost of sales in the Company's Consolidated Statements
of  Operations.  Summarized financial information relating to the joint  venture
is as follows:

<TABLE>
                                                MARCH 31,                  
                                       1997        1996        1995
                                           (In thousands)
ACTIVITY BETWEEN COMPANY AND
  E & H PARTNERS
<S>                                   <C>         <C>         <C>
Accounts receivable from joint
 venture (a)                          $3,522      $13,270     $15,283
Investment in joint venture              440        1,265       1,565
Sales to joint venture                 5,792       17,629      32,500
                                                           
E & H PARTNERS SUMMARIZED                         
  FINANCIAL INFORMATION
Condensed balance sheet:                                
 Current assets                     $  7,947      $19,326     $26,749
 Noncurrent assets                         -          162         161
             Total                  $  7,947      $19,488     $26,910
 Current liabilities                $  7,476      $16,958     $23,780
 Partnership equity                      471        2,530       3,130
             Total                    $7,947      $19,488     $26,910
                                                           
Condensed income statement:                                 
 Net sales (b)                       $31,564      $27,712     $24,760
 Net earnings (loss)                  (2,058)        (600)      2,130

</TABLE>
___________________
(a)  Accounts receivable were secured by a full lien on all of the partnership's
inventory  at  these dates, and such lien had been assigned  to  the  Lender  as
collateral  for  the U.S. line of credit facility.  In April 1996,  the  Company
agreed  to equally share the lien on the partnership's inventory with the  other
partner  in the joint venture, in exchange for, among other things, a $5 million
loan  by  such  partner  to the joint venture and a subsequent  paydown  of  E&H
Partners' obligation to the Company of the same amount.

(b)   Includes  sales to the Company of $7,058,000, $5,964,000  and  $3,796,000,
respectively.

      Effective  January  1, 1997, the partners to the E&H Partnership  mutually
agreed  to dissolve the joint venture and wind down its operations The
partners may have elected to extend such  wind down in order to facilitate a
more orderly liquidation of the joint venture.

<TABLE>
 
                       EMERSON RADIO CORP. AND SUBSIDIARIES
                                  SCHEDULE VIII
                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (In thousands)
<CAPTION>
                                        
            Column A        Column B      Column C   Column D      Column E
                            Balance       Charged                  Balance
                            at            to costs                 at end
                            beginning     and                      of year
           Decription       of year       expenses   Deductions    (C)    
                                                               
Allowance for doubtful                                         
accounts/chargebacks:
Year ended:                                                    
  <S>                       <C>           <C>        <C>           <C> 
  March 31, 1997            $ 2,831       $ 2,558    $2,703(A)     $ 2,686
  March 31, 1996              4,150         1,111     2,430          2,831
  March 31, 1995              3,349         1,306       505          4,150
                                                                      
Inventory reserves:                                                   
Year ended:                                                           
  March 31, 1997             $1,222        $5,081    $4,142(B)      $2,161
  March 31, 1996                470         1,087       335          1,222
  March 31, 1995                644           251       425            470

</TABLE>

(A)  Accounts written off, net of recoveries.

(B)  Net realizable value reserve removed from account when inventory is sold.

(C)   Amounts  do  not  include certain accounts receivable  reserves  that  are
   disclosed
        as  "allowances" on the Consolidated Balance Sheets since they  are  not
   valuation
       reserves.
                                        
                                INDEX TO EXHIBITS
                                        
                                                                 PAGE NUMBER
                                                                 IN
                                                                 SEQUENTIAL
                                                                 NUMBERING
EXHIBIT            DESCRIPTION                                   SYSTEM

(2)      Confirmation Order and Fourth Amended Joint  Plan  of
         Reorganization of Emerson Radio Corp. ("Old Emerson")
         and  certain  subsidiaries under Chapter  11  of  the
         United  States Bankruptcy Code, dated March 31,  1994
         (incorporated   by  reference  to  Exhibit   (2)   of
         Emerson's   Registration  Statement  on   Form   S-1,
         Registration No. 33-53621, declared effective by  the
         Securities and Exchange Commission ("SEC") on  August
         9, 1994).

(3) (a)  Certificate of Incorporation of Emerson (incorporated
         by   reference  to  Exhibit  (3)  (a)  of   Emerson's
         Registration Statement on Form S-1, Registration  No.
         33-53621, declared effective by the SEC on August  9,
         1994).

(3) (b)  Certificate  of  Designation for Series  A  Preferred
         Stock  (incorporated by reference to Exhibit (3)  (b)
         of  Emerson's  Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by  the
         SEC on August 9, 1994).

(3) (c)  Plan of Reorganization and Agreement of Merger by and
         between  Old  Emerson  and Emerson  Radio  (Delaware)
         Corp.  (incorporated by reference to Exhibit (3)  (c)
         of  Emerson's  Registration Statement  on  Form  S-1,
         Registration No. 33-53621, declared effective by  the
         SEC on August 9, 1994).

(3) (d)  Certificate of Merger of Old Emerson  with  and  into
         Emerson  Radio  (Delaware)  Corp.  (incorporated   by
         reference   to   Exhibit   (3)   (d)   of   Emerson's
         Registration Statement on Form S-1, Registration  No.
         33-53621, declared effective by the SEC on August  9,
         1994).

(3) (e)  Amendment  dated February 14, 1996 to the  Certificate
         of   Incorporation   of   Emerson   (incorporated   by
         reference  to  Exhibit (3) (a) of Emerson's  Quarterly
         Report  on  Form  10-Q for the quarter ended  December
         31, 1995).

(3) (f)  By-Laws  of  Emerson adopted March 1994  (incorporated
         by   reference   to  Exhibit  (3)  (e)  of   Emerson's
         Registration  Statement on Form S-1, Registration  No.
         33-53621,  declared effective by the SEC on August  9,
         1994).

(3) (g)  Amendment  dated November 28, 1995 to the  By-Laws  of
         Emerson  adopted March 1994 (incorporated by reference
         to  Exhibit (3) (b) of Emerson's Quarterly  Report  on
         Form 10-Q for the quarter ended December 31, 1995).

(4) (a)   Warrant  Agreement  to  Purchase  750,000  shares  of
          Common   Stock,   dated  as   of   March   31,   1994
          (incorporated  by  reference to Exhibit  (4)  (a)  of
          Emerson's   Registration  Statement  on   Form   S-1,
          Registration No. 33-53621, declared effective by  the
          SEC on August 9, 1994).

(4) (b)   Indenture,  dated  as  of  August  17,  1995  between
          Emerson  and  Bank  One,  Columbus,  NA,  as  Trustee
          (incorporated   by  reference  to  Exhibit   (1)   of
          Emerson's Current Report on Form 8-K filed  with  the
          SEC on September 8, 1995).

(4) (c)   Common  Stock Purchase Warrant Agreement to  purchase
          50,000  shares of Common Stock, dated as of  December
          8,   1995   between   Emerson  and   Michael   Metter
          (incorporated  by reference to Exhibit  (10)  (e)  of
          Emerson's  Quarterly  Report on  Form  10-Q  for  the
          quarter ended December 31, 1995).

(4) (d)   Common  Stock Purchase Warrant Agreement to  purchase
          200,000  shares of Common Stock, dated as of December
          8,   1995   between  Emerson  and  Kenneth   A.   Orr
          (incorporated  by reference to Exhibit  (10)  (f)  of
          Emerson's  Quarterly  Report on  Form  10-Q  for  the
          quarter ended December 31, 1995).

(10) (a)  Agreement,  dated  as of November 14,  1973,  between
          National  Union  Electric  Corporation  ("NUE")   and
          Emerson  (incorporated by reference to  Exhibit  (10)
          (a)  of Emerson's Registration Statement on Form S-1,
          Registration No. 33-53621, declared effective by  the
          SEC on August 9, 1994).

(10) (b)  Trademark  User Agreement, dated as of  February  28,
          1979, by and between NUE and Emerson (incorporated by
          reference   to   Exhibit  (10)   (b)   of   Emerson's
          Registration Statement on Form S-1, Registration  No.
          33-53621, declared effective by the SEC on August  9,
          1994).

(10) (c)  Agreement,  dated  July  2,  1984,  between  NUE  and
          Emerson  (incorporated by reference to  Exhibit  (10)
          (c)  of Emerson's Registration Statement on Form S-1,
          Registration No. 33-53621, declared effective by  the
          SEC on August 9, 1994).

(10) (d)  Agreement, dated September 15, 1988, between  NUE  and
          Emerson (incorporated by reference to Exhibit (10) (d)
          of  Emerson's  Registration  Statement  on  Form  S-1,
          Registration No. 33-53621, declared effective  by  the
          SEC on August 9, 1994).

(10) (e)  Form  of  Promissory  Note  issued  to  certain  Pre-
          Petition  Creditors  (incorporated  by  reference  to
          Exhibit  (10) (e) of Emerson's Registration Statement
          on  Form  S-1,  Registration No.  33-53621,  declared
          effective by the SEC on August 9, 1994).

(10) (f)  Loan and Security Agreement, dated March 31, 1994,  by
          and  among Emerson, Majexco Imports, Inc. and Congress
          Financial  Corporation ("Congress")  (incorporated  by
          reference   to   Exhibit   (10)   (f)   of   Emerson's
          Registration  Statement on Form S-1, Registration  No.
          33-53621,  declared effective by the SEC on August  9,
          1994).

(10) (g)  Amendment  No. 1 to Financing Agreements, dated  as  of
          August  24, 1995, among Emerson, Majexco Imports,  Inc.
          and  Congress (incorporated by reference to Exhibit (2)
          of  Emerson's Current Report on Form 8-K filed with the
          SEC on September 8, 1995).

(10) (h)  Amendment  No. 2 to Financing Agreements, dated  as  of
          February 13, 1996 (incorporated by reference to Exhibit
          (10) (c) of Emerson's Quarterly Report on Form 10-Q for
          the quarter ended December 31, 1995).

(10) (i)  Amendment No. 3 to Financing Agreements, dated as  of
          August 20, 1996 (incorporated by reference to Exhibit
          (10)  (b) of Emerson's Quarterly Report on Form  10-Q
          for the quarter ended December 31, 1995).

(10) (j)  Amendment No. 4 to Financing Agreements, dated  as  of
          November  14,  1996  (incorporated  by  reference   to
          Exhibit (10) (c) of Emerson's Quarterly Report on Form
          10-Q for the quarter ended September 30, 1996).

(10) (k)  Amendment  No. 5 to Financing Agreements, dated  as  of
          February 18, 1997 (incorporated by reference to Exhibit
          (10) (e) of Emerson's Quarterly Report on Form 10-Q for
          the quarter ended December 31, 1996).

(10) (l)  Emerson   Radio   Corp.   Stock  Compensation   Program
          (incorporated  by  reference to  Exhibit  (10)  (i)  of
          Emerson's   Registration   Statement   on   Form   S-1,
          Registration  No. 33-53621, declared effective  by  the
          SEC on August 9, 1994).

(10) (m)  Employment  Agreement  between Emerson  and  Eugene  I.
          Davis (incorporated by reference to Exhibit 6(a)(4)  of
          Emerson's  Quarterly Report on Form  10-Q  for  quarter
          ended June 30, 1992).

(10) (n)  Extension  of Employment Agreement between Emerson  and
          Eugene I. Davis dated April 16, 1997.*

(10) (o)  Employment  Agreement between Emerson and  Geoffrey  P.
          Jurick (incorporated by reference to Exhibit 6(a)(6) of
          Emerson's  Quarterly Report on Form  10-Q  for  quarter
          ended June 30, 1992).

(10) (p)  Employment Agreement between Emerson Radio (Hong  Kong)
          Ltd.  and Geoffrey P. Jurick (incorporated by reference
          to  Exhibit  6(a)(6) of Emerson's Quarterly  Report  on
          Form 10-Q for quarter ended June 30, 1992).

(10) (q)  Employment    Agreement    between    Emerson     Radio
          International  Ltd. (formerly Emerson  Radio  (B.V.I.),
          Ltd.) and Geoffrey P. Jurick (incorporated by reference
          to  Exhibit  6(a)(6) of Emerson's Quarterly  Report  on
          Form 10-Q for quarter ended June 30, 1992).

(10) (r)  Extension  of Employment Agreement between Emerson  and
          Geoffrey P. Jurick dated April 16, 1997.*

(10) (s)  Lease  Agreement  dated as of March 26,  1993,  by  and
          between  Hartz  Mountain Parsippany  and  Emerson  with
          respect  to  the premises located at Nine  Entin  Road,
          Parsippany,  NJ (incorporated by reference  to  Exhibit
          (10)  (ww) of Emerson's Annual Report on Form 10-K  for
          the year ended December 31, 1992).

(10) (t)  Employment  Agreement,  dated April  1,  1994,  between
          Emerson   and  John  Walker  (incorporated  herein   by
          reference to Exhibit (10)(ee) of Emerson's Statement on
          Form S-1, Registration No. 33-53621, declared effective
          by the SEC on August 9, 1994).

(10) (u)  Amendment No. 1 to Employment Agreement between Emerson
          and John P. Walker dated April 16, 1997.*

(10) (v)  Employment  Agreement, dated January 29,  1996  between
          Emerson  and  Marino Andriani (incorporated  herein  by
          reference  to  Exhibit (10) (a) of Emerson's  Quarterly
          Report on Form 10-Q for the quarter ended September 30,
          1996).

 (10) (w) Partnership  Agreement, dated April  1,  1994,  between
          Emerson  and Hopper Radio of Florida, Inc (incorporated
          by  reference  to Exhibit (10) (q) of Emerson's  Annual
          Report on Form 10-K for the year ended March 31, 1995).

(10) (x)  Sales  Agreement, dated April 1, 1994, between  Emerson
          and  E  &  H  Partners (incorporated  by  reference  to
          Exhibit (10) (r) of Emerson's Annual Report on Form 10-
          K for the year ended March 31, 1995).

(10) (y)  Agreement,  dated  as of April 24, 1996  by  and  among
          Emerson  and  E & H Partners relating to amendments  of
          the  Partnership Agreement dated April 1, 1994 and  the
          Sales  Agreement dated April 1, 1994 and the settlement
          of certain outstanding litigation.

(10) (z)  License  Agreement, dated February  22,  1995,  between
          Emerson   and  Otake  Trading  Co.  Ltd.  and   certain
          affiliates  ("Otake")  (incorporated  by  reference  to
          Exhibit  6(a)(1) of Emerson's Quarterly Report on  Form
          10-Q for quarter ended December 31, 1994).

(10) (aa) Supply  Agreement,  dated February  22,  1995,  between
          Emerson and Otake (incorporated by reference to Exhibit
          6(a)(2) of Emerson's Quarterly Report on Form 10-Q  for
          quarter ended December 31, 1994).

(10) (ab) 1994    Non-Employee   Director   Stock   Option   Plan
          (incorporated  by  reference to  Exhibit  (10)  (y)  of
          Emerson's Annual Report on Form 10-K for the year ended
          March 31, 1995).

(10) (ac) Consulting  Agreement, dated as  of  December  8,  1995
          between   Emerson   and   First  Cambridge   Securities
          Corporation (incorporated by reference to Exhibit  (10)
          (d)  of Emerson's Quarterly Report on Form 10-Q for the
          quarter ended December 31, 1995).

(10) (ad) License  Agreement, dated as of August 23, 1996 between
          Emerson  and  REP Investment Limited Liability  Company
          (incorporated  by  reference to  Exhibit  (10)  (d)  of
          Emerson's Quarterly Report on Form 10-Q for the quarter
          ended September 30, 1996).

(10) (ae) Distribution Agreement, dated as of September 11,  1996
          between  Emerson,  Emerson Radio Canada  Ltd.  and  AVS
          Technologies Inc. (incorporated by reference to Exhibit
          (10) (e) of Emerson's Quarterly Report on Form 10-Q for
          the quarter ended September 30, 1996).

(10) (af) Stipulation of Settlement and Order dated June 11, 1996
          by   and  among  the  Official  Liquidator  of  Fidenas
          International  Bank  Limited, Petra Stelling,  Barclays
          Bank PLC, the Official Liquidator of Fidenas Investment
          Limited,  Geoffrey  P.  Jurick,  Fidenas  International
          Limited,  L.L.C.,  Elision  International,  Inc.,   GSE
          Multimedia Technologies Corporation and Emerson.

10) (ag)  Pledge  Agreement  dated  as of  February  4,  1997  by
          Fidenas International Limited, L.L.C. ("FIN") in  favor
          of  TM  Capital  Corp. (incorporated  by  reference  to
          Exhibit (10) (a) of Emerson's Quarterly Report on  Form
          10-Q for the quarter ended December 31, 1996).

(10) (ah) Registration Rights Agreement dated as of  February  4,
          1997 by and among Emerson, FIN, the Creditors, FIL  and
          TM  Capital Corp. (incorporated by reference to Exhibit
          (10) (b) of Emerson's Quarterly Report on Form 10-Q for
          the quarter ended December 31, 1996).

(10) (ai) License  and  Exclusive  Distribution  Agreement   with
          Cargil  International    Corp.     dated     as      of
          February 12, 1997
          (  incorporated  by reference to Exhibit  (10)  (c)  of
          Emerson's Quarterly Report on Form 10-Q for the quarter
          ended December 31, 1996).

(10) (aj) Supply    and   Inspection   Agreement   with    Cargil
          International  Corp.  dated as  of  February  12,  1996
          (incorporated  by  reference to  Exhibit  (10)  (d)  of
          Emerson's Quarterly Report on Form 10-Q for the quarter
          ended December 31, 1996).

(10) (ak) Agreement  dated  April 10, 1997  between  Emerson  and
          Daewoo Electronics Co., Ltd.*

10) (al)  Securities Purchase Agreement dated as of November
          27,  1996,  by  and between Sports Supply  Group,  Inc.
          ("SSG")  and  Emerson  (incorporated  by  reference  to
          Exhibit (2)(a) of Emerson's Current Report on Form  8-K
          dated November 27, 1996).

(10) (am) Form  of  Warrant  Agreement  by and  between  SSG  and
          Emerson (incorporated by reference to Exhibit (4)(a) of
          Emerson's Current Report on Form 8-K dated November 27,
          1996).

(10) (an) Form  of  Registration Rights Agreement by and  between
          SSG  and  Emerson (incorporated by reference to Exhibit
          (4)(b)  of  Emerson's Current Report on Form 8-K  dated
          November 27, 1996).

(10) (ao) Consent  No.  1  to  Financing  Agreements  among
          Emerson,  certain  of  its subsidiaries,  and  Congress
          (incorporated  by  reference  to  Exhibit  (10)(b)   of
          Emerson's Current Report on Form 8-K dated November 27,
          1996).

(10) (ap) License  Agreement dated as of June  16,  1997  by  and
          between World Wide One Ltd. and Emerson.*

(10) (aq) Agreement dated as of July 2, 1997 by and between
          Hi Quality International (U.S.A.) Inc. and Emerson.*

(11)      Computation of Primary Earnings Per Share.*

(12)      Computation  of  Ratio of Earnings (Loss)  to  Combined
          Fixed Charges and Preferred Stock Dividends.*

(21)      Subsidiaries of the Registrant as of March 31, 1997.*

(27)      Financial Data Schedule for year ended March 31, 1997.*

___________________
*  Filed herewith.

<TABLE>
                                   EXHIBIT 11
                                        
                      Emerson Radio Corp. and Subsidiaries
                              Exhibit to Form 10-K
                    Computation of Primary Earnings Per Share
                      (in thousands, except per share data)
                                        
<CAPTION>
                                       Years Ended March 31,      
                                   1997         1996         1995
                                                            
<S>                              <C>          <C>           <C>
Net earnings (loss)              $(23,968)    $(13,389)     $ 7,375
                                                                 
Preferred stock dividends            (700)        (700)         N/A
                                                                 
Net earnings (loss)                                              
 attributable to
 common stockholders             $(24,668)    $(14,089)      $7,375
                                                                 
Weighted average number of                                       
 actual shares outstanding         40,292       40,253       36,530
                                                                 
Additional shares assuming                                       
 conversion or exercise of:                                               
 Preferred stock (a)                                          9,081
 Stock options and warrants                                     960
                                                                 
Weighted average number of                                       
 common and common equivalent
 shares outstanding                40,292       40,253       46,571
                                                                 
Primary earnings (loss) per  
 share                             $(0.61)      $(0.35)       $0.16
                                        
___________________________
(a)  Based on the assumed conversion of $10 million of Series A Preferred  Stock
into  Common  Stock  at a price per share equal to 80% of the  weighted  average
market value of a share of Common Stock, determined on a quarterly basis.  Since
the  Series A Preferred Stock was not convertible into Common Stock until  March
31,  1997,  the  number  of  shares  issuable  upon  conversion  may  have  been
significantly different than noted above.

</TABLE>
        
<TABLE>
                                
                                   EXHIBIT 12
                                        
                      EMERSON RADIO CORP. AND SUBSIDIARIES
                              EXHIBIT TO FORM 10-K
            COMPUTATION OF RATIO OF EARNINGS (LOSS) TO COMBINED FIXED
                      CHARGES AND PREFERRED STOCK DIVIDENDS
                        (In thousands, except ratio data)
<CAPTION>
                                        
                                    Historical                                 
                     Year       Year       Year     Year        Year        
                     Ended      Ended      Ended     Ended      Ended        
                     Mar.       Mar.       Mar.      Mar.       Mar.        
                     31,        31,        31,       31,        31,
                     1993       1994       1995      1996       1997        
<S>                <C>         <C>         <C>       <C>        <C>
Pretax earnings    
 (loss)            $(55,291)   $(73,327)   $7,642    $(13,363)  $(23,968)       
                                                                          
Fixed charges:                                                            
   Interest          18,257      10,243     2,582       2,788      2,789
   Amortization of                                         
    debt expenses        --          --       300         487        640
                     18,257      10,243     2,882       3,275      3,429
Pretax earnings                                                           
 (loss) before
 fixed charges     $(37,034)   $(63,084)  $10,524    $(10,088)  $(20,539)
                                                                          
Fixed charges:                                                            
   Interest        $ 18,257    $ 10,243   $ 2,582    $  2,788   $  2,789
   Amortization of                                         
    debt expenses        --          --       300         487        640
   Preferred stock                                                        
    dividend                              
    requirements                              725(a)      700        700
                    $18,257    $ 10,243   $ 3,607    $  3,975   $  4,129
                                                                          
Ratio of earnings                                                         
 (loss) to combined
 fixed charges and
 preferred stock
 dividends            (2.03)      (6.16)      2.92      (2.54)     (4.97)
                                                                          
Coverage
 deficiency         $18,257    $ 10,243    $     -    $ 3,975   $  4,129

________________________
(a)  The preferred stock dividend requirements have been adjusted to reflect the
pretax earnings which would be required to cover such dividend requirements.

</TABLE>

<TABLE>
                                        
                                   EXHIBIT 21
                                        
                      Emerson Radio Corp. and Subsidiaries
                              Exhibit to Form 10-K
                         Subsidiaries of the Registrant
<CAPTION>
                                        
                           Jurisdiction of               Percentage
Name of Subsidiary         Incorporation                 of Ownership
                                                     
<S>                           <C>                        <C> 
Emerson Radio (Hong Kong) 
 Limited.                     Hong Kong                  100%*
Emerson Radio    
 International Ltd.           British Virgin Islands     100%
Sport Supply Group, Inc.      Delaware                    27%                 
                                    
                                        
*  One share is owned by a resident director pursuant to local law.

</TABLE>