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EXHIBIT 31.2

                                 Certifications
           PURSUANT TO SECTION 302 OF THE SARBANES - OXLEY ACT OF 2002

I, GUY A. PAGLINCO, CERTIFY THAT:

 1. I HAVE REVIEWED THIS AMENDMENT TO THE ANNUAL REPORT ON FORM 10-K OF EMERSON
 RADIO CORP. ("ANNUAL REPORT");

 2. BASED ON MY KNOWLEDGE, THIS ANNUAL REPORT DOES NOT CONTAIN ANY UNTRUE
 STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE
 THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH SUCH STATEMENTS
 WERE MADE, NOT MISLEADING WITH RESPECT TO THE PERIOD COVERED BY THIS ANNUAL
 REPORT;

 3. BASED ON MY KNOWLEDGE, THE FINANCIAL STATEMENTS, AND OTHER FINANCIAL
 INFORMATION INCLUDED IN THIS ANNUAL REPORT, FAIRLY PRESENT IN ALL MATERIAL
 RESPECTS THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS OF THE
 REGISTRANT AS OF, AND FOR, THE PERIODS PRESENTED IN THIS ANNUAL REPORT;

 4. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I ARE RESPONSIBLE FOR
 ESTABLISHING AND MAINTAINING DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN
 EXCHANGE ACT RULES 13A-15(E) AND 15D-15(E)) FOR THE REGISTRANT AND HAVE:

       A) DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES, OR CAUSED SUCH
       DISCLOSURE CONTROLS AND PROCEDURES TO BE DESIGNED UNDER OUR SUPERVISION,
       TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE REGISTRANT, INCLUDING
       ITS CONSOLIDATED SUBSIDIARIES, IS MADE KNOWN TO US BY OTHERS WITHIN THOSE
       ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THIS ANNUAL REPORT IS
       BEING PREPARED;

       B) EVALUATED THE EFFECTIVENESS OF THE REGISTRANT'S DISCLOSURE CONTROLS
       AND PROCEDURES AND PRESENTED IN THIS ANNUAL REPORT OUR CONCLUSIONS ABOUT
       THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES AS OF THE END
       OF THE PERIOD COVERED BY THIS ANNUAL REPORT BASED ON SUCH EVALUATION; AND

       C) DISCLOSED IN THIS ANNUAL REPORT ANY CHANGE IN THE REGISTRANT'S
       INTERNAL CONTROL OVER FINANCIAL REPORTING THAT OCCURRED DURING THE
       REGISTRANT'S MOST RECENT FISCAL QUARTER (THE REGISTRANT'S FOURTH FISCAL
       QUARTER IN THE CASE OF AN ANNUAL REPORT) THAT HAS MATERIALLY AFFECTED, OR
       IS REASONABLE LIKELY TO MATERIALLY AFFECT, THE REGISTRANT'S INTERNAL
       CONTROL OVER FINANCIAL REPORTING; AND

 5. THE REGISTRANT'S OTHER CERTIFYING OFFICERS AND I HAVE DISCLOSED, BASED ON
 OUR MOST RECENT EVALUATION OF INTERNAL CONTROL OVER FINANCIAL REPORTING, TO THE
 REGISTRANT'S AUDITORS AND THE AUDIT COMMITTEE OF REGISTRANT'S BOARD OF
 DIRECTORS (OR PERSONS PERFORMING THE EQUIVALENT FUNCTIONS):

       A) ALL SIGNIFICANT DEFICIENCIES AND MATERIAL WEAKNESSES IN THE DESIGN OR
       OPERATION OF INTERNAL CONTROLS OVER FINANCIAL REPORTING WHICH ARE
       REASONABLY LIKELY TO ADVERSELY AFFECT THE REGISTRANT'S ABILITY TO RECORD,
       PROCESS, SUMMARIZE AND REPORT FINANCIAL INFORMATION; AND



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       B) ANY FRAUD, WHETHER OR NOT MATERIAL, THAT INVOLVES MANAGEMENT OR OTHER
       EMPLOYEES WHO HAVE A SIGNIFICANT ROLE IN THE REGISTRANT'S INTERNAL
       CONTROL OVER FINANCIAL REPORTING.

DATE:  JULY 29, 2005
                                                 /S/ GUY A. PAGLINCO
                                                 -------------------
                                                 VICE PRESIDENT AND
                                                 CHIEF FINANCIAL OFFICER

A signed original of this written statement required by Section 302 has been
provided to Emerson Radio Corp. and will be retained by Emerson Radio Corp. and
furnished to the Securities and Exchange Commission or its staff upon request.


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