____________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                            _______________________
                                  FORM 10-K/A-1
(Mark One)
     [ X ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [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 incorporation      (I.R.S. Employer Identifi-
    or organization)                                   cation Number)

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

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

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

Title of each class                               Name of each exchange on
                                                       which registered

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

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

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

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

Aggregate  market  value  of the voting stock of the  registrant  held  by  non-
affiliates of the registrant at July 28, 1997 (computed by reference to the last
reported sale price of the Common Stock on the American Stock Exchange  on  such
date):  $7,838,191.

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 28, 1997:  41,743,747

     DOCUMENTS INCORPORATED BY REFERENCE: None

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

     PART III, Items 10 - 13 are amended by the inclusion of such items herein.
     PART IV, Item 14(c) is amended by the inclusion of an additional exhibit.
                                        
                                    PART III
                                        
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS

                                   MANAGEMENT
                                        
OFFICERS AND DIRECTORS

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

Name                 Age    Position
                         
Geoffrey P. Jurick      56    Chairman  of the Board, Chief Executive
                                Officer, President and Director
Eugene I. Davis         42    Vice Chairman, Director
John P. Walker          34    Executive Vice President, Chief
                                Financial Officer
Marino Andriani         49    President, Emerson Radio Consumer
                                Products Corporation
John J. Raab            61    Senior Vice President - Operations
Elizabeth J. Calianese  39    Vice President-Human Resources,
                                Secretary
Robert H. Brown, Jr.    43    Director
  (1)(2)
Peter G. Bunger (2)     56    Director
Jerome H. Farnum (1)    61    Director
Raymond L. Steele       62    Director
(1)(2)

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

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

EUGENE  I. DAVIS has served as Vice Chairman since April 1997 and as a  Director
since  September  1990.  Mr. Davis served as President from October  1994  until
April  1997,  Interim Chief Financial Officer from February 1993 until  November
1995  and  as  Executive Vice President from July 1992 to  October  1994.  Since
August 1992, Mr. Davis has served as a director of Tipperary Corporation,  which
is  traded on the American Stock Exchange. Since May, 1995, Mr. Davis  has  also
served as a Director of Beth Israel Health Care Services, a private corporation.
Since  December  1996,  Mr. Davis has served as a Director  of  and  independent
consultant to SSG, an affiliate of the Company.

JOHN  P.  WALKER  has  served as Executive Vice President  and  Chief  Financial
Officer  since  April 1996 and was Senior Vice President from April  1994  until
March  1996.  Mr. Walker was Vice President-Finance from February 1993 to  April
1994  and Assistant Vice President-Finance from June 1991 to January 1993. Since
December  1996, Mr. Walker has served as a Director and Chief Financial  Officer
of SSG, an affiliate of the Company.

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

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

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

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

PETER  G.  BUNGER  has  been a Director since July 1992.   Presently,  he  is  a
consultant  with  Savarina  AG. Since October 1992, Mr.  Bunger  has  served  as
Director  of  Savarina  AG,  engaged  in the business  of  portfolio  management
monitoring  in  Zurich,  Switzerland, and since 1992, as  Director  of  ISCS,  a
computer  software company. From December 1991 until December 1993, he was  Vice
Chairman  of  Montcour Bank and Trust Company Limited, a bank organized  in  the
Bahamas  and  an affiliate of Fidenas International. From 1981 until  1992,  Mr.
Bunger was owner and Managing Director of Peter G. Bunger Investment Consulting,
a  firm  which supervised, controlled, and analyzed investments for individuals.
See  "Legal  Proceedings."  Since December 1996, Mr.  Bunger  has  served  as  a
Director of SSG, an affiliate of the Company.

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

RAYMOND  L.  STEELE has been a Director since July 1992.  He  has  been  retired
since  September 1993. From August 1990 until September 1993, Mr. Steele  served
as  Executive Vice President of Pacholder Associates, Inc., a company  providing
investment  management  and other financial advisory services  to  institutional
clients.  Mr. Steele is a member of the Board of Directors of  Pharmhouse, Inc.,
a  publicly-traded  retail drug chain, Modernfall, Inc., IPL/VSC  and  the  GFTA
Advisory Board.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the  Securities Exchange Act of 1934, as amended, requires
the  Company's Directors and executive officers, and persons who own  more  than
ten  percent of a registered class of the Company's equity securities,  to  file
with  the  Securities and Exchange Commission initial reports of  ownership  and
reports  of  change in ownership of Common Stock and other equity securities  of
the  Company.   Executive  officers, Directors  and  greater  than  ten  percent
stockholders are required by SEC Regulations to furnish the Company with  copies
of all Section 16(a) forms they file.

      To  the Company's knowledge, based solely on review of the copies of  such
reports furnished to the Company and representations that no other reports  were
required, during the fiscal year ended March 31, 1997, all Section 16(a)  filing
requirements were complied with which were applicable to the officers, Directors
and  greater  than  ten percent beneficial owners. It is  the  practice  of  the
Company to attend to the filing of Section 16(a) forms on behalf of the officers
and directors of the Company.

ITEM 11 - EXECUTIVE COMPENSATION AND OTHER INFORMATION

COMPENSATION OF EXECUTIVE OFFICERS

      The following executive compensation disclosures reflect all plan and non-
plan compensation awarded to, earned by, or paid to the named executive officers
of  the  Company.   The  "named  executive officers"  are  the  Company's  Chief
Executive  Officer (the "CEO"), regardless of compensation level, and  the  four
most  highly compensated executive officers, other than the CEO serving as  such
on  March 31, 1997.  Where a named executive officer has served during any  part
of  the  Company's  fiscal  year  ended March  31,  1997  ("Fiscal  1997"),  the
disclosures  reflect  compensation for the full year  in  each  of  the  periods
presented.

THREE-YEAR COMPENSATION SUMMARY

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

<TABLE>
                           SUMMARY COMPENSATION TABLE

                          Annual Compensation     Long-Term Compensation
                                                     Awards         Payouts
<CAPTION>
                                           
                                                          SECURI-          
                                        OTHER    RESTRIC- TIES              ALL
                                        ANNUAL   TED      UNDER-    LTIP  OTHER
                  FISCAL                COMPEN-  STOCK    LYING     PAY-  COMPEN
                   YEAR  SALARY BONUS   SATION   AWARDS   OPTIONS   OUTS  SATION
                           (1)           (2)               (6)             (3)
  Name and                                                                   
  Principal
  Position(s)

<S>                <C>  <C>      <C>     <C>       <C>     <C>      <C>  <C> 
GEOFFREY P. JURICK 1997 $443,473 $38,500 $121,646  -       -        -    $2,207
 CHAIRMAN OF THE   1996  490,000 137,500 102,661   -       -        -     1,693
 BOARD, CHIEF      1995  378,333 275,000  78,702   -      600,000   -       311
 EXECUTIVE
 OFFICER AND        
 PRESIDENT(4)
                                                                   
EUGENE I. DAVIS    1997  408,333  87,500  89,528   -       -        -    17,113
 VICE CHAIRMAN     1996  450,000  87,500  90,745   -       -        -    12,997
 (4)               1995  360,000 175,000 102,024   -      600,000   -     6,986
                                                                   
JOHN P. WALKER     1997  179,116  40,000  18,816   -       -        -     7,089
 EXECUTIVE VICE    1996  165,000  40,000  24,307   -       -        -     4,912 
 PRESIDENT AND     1995  110,000  75,000  20,420   -      200,000   -     3,841 
 CHIEF FINANCIAL                                                          
 OFFICER (4)
                                                                   
MARINO ANDRIANI    1997 387,100    -       9,808   -       75,000   -    11,352
 PRESIDENT,        1996  51,827    -       1,400   -         -      -       -
 EMERSON           1995    -       -         -     -         -      -       -
 RADIO CONSUMER  
 PRODUCTS                                                           
 CORPORATION (5)
                                                                   
JOHN J. RAAB       1997 212,100     -       8,638  -         -      -    11,237
 SENIOR VICE       1996 178,846     -       9,131  -       50,000   -     1,882
 PRESIDENT-        1995    -        -         -    -         -      -       -
 OPERATIONS (5)

</TABLE>
                                                                   
(1)  Includes reimbursement of salary from Sport Supply Group, Inc. of $46,527
     for Mr. Jurick and $41,667 for Mr. Davis in Fiscal 1997.  See "Certain
     Relationships and Related Transactions."

(2)  Consists  of   (i) car allowance and auto expenses afforded to  the  listed
     Company executive officers, including $32,085, $39,967 and $30,546 paid  to
     Mr.  Davis, $13,063, $20,745 and $19,114 paid to Mr. Walker, $8,400, $1,400
     and  $0  paid to Mr. Andriani and $8,400, $8,400 and $0 paid to  Mr.  Raab,
     respectively, in Fiscal 1997, 1996 and 1995, (ii) tax preparation  services
     provided to Mr. Davis in Fiscal 1997, 1996 and 1995, (iii) expenses paid by
     the  Company on behalf of Mr. Davis, covering his club membership, and (iv)
     relocation  and temporary lodging expenses and associated tax gross-ups  in
     the  amount  of $120,573, $102,661 and $73,394 for Mr. Jurick, $0,  $24,493
     and  $43,002  for Mr. Davis paid by the Company in Fiscal  1997,  1996  and
     1995, respectively.  See "Certain Relationships and Related Transactions."

(3)  Consists of the Company's contribution to its 401(k) employee savings plan,
     life insurance and disability insurance.

(4)  As  more  fully  described  below,  pursuant  to  the  Management  Services
     Agreement,  dated July 1, 1997 to be effective March 7, 1997,  between  SSG
     and  the Company, SSG shall reimburse the Company for salary payments  made
     to  Mr.  Jurick for the benefit of SSG, which payments shall be  $20,833.33
     per  month, plus expenses incurred by Mr. Jurick on behalf of SSG,  subject
     to  increases approved by the SSG Board of Directors.  As also  more  fully
     described below, pursuant to the Davis Extension Agreement effective  April
     1,  1997,  Mr.  Davis shall receive his current salary  from  the  Company,
     subject  to  adjustment as provided in the Davis Employment Agreement,  and
     the  Company  shall credit against such salary obligations any amounts  Mr.
     Davis  receives as base compensation from SSG.  Initially, it is understood
     that Mr. Davis' base salary from the Company shall be $450,000,  of
     which  $200,000  shall be paid by SSG and $250,000 shall  be  paid  by  the
     Company.  The Davis Extension Agreement also provides that Mr. Davis  shall
     remain  entitled  to all other benefits and privileges currently  available
     under  his  employment  agreement.  As also  more  fully  described  below,
     pursuant  to the Walker Extension Agreement, effective December  11,  1996,
     Mr.  Walker's  base salary from the Company and SSG shall  be  $290,000  of
     which  $190,000 shall be paid from SSG and $100,000 shall be paid from  the
     Company.

(5)  Mr.  Raab  became an executive officer of the Company in March  1995.   Mr.
     Andriani became an executive officer of the Company in February, 1996.

(6)  In  July  1994,  the  Company granted stock options  to  purchase  600,000,
     600,000,  and  200,000 shares of common stock to each  of  Messrs.  Jurick,
     Davis and Walker, respectively, exercisable at an exercise price of $1  per
     share (except $1.10 in the case of Mr. Jurick).  In November 1995, Mr. Raab
     was granted a stock option to purchase 50,000 shares of common stock at  an
     exercise price of $2.875 per share.  On April 8, 1996, the Company  granted
     Mr.  Andriani  stock  options to purchase 75,000 shares  of  common  stock,
     exercisable  at an exercise price of $2.563.  The outstanding options  vest
     in  annual  increments of one-third, commencing one year from the  date  of
     grant,  and their exercise is contingent on continued employment  with  the
     Company.

STOCK OPTIONS

     The following table sets forth information regarding the grant of stock
options during Fiscal 1997 to the named executive officers:

<TABLE>
                                        
                          OPTION GRANTS IN FISCAL 1997
                                        
                                                          
                                                        Potential
                                                        Realizable
                                                         Value at
                                                          Assumed
                                                        Annual Rates
                                                         of Stock
                                                          Price
                                                       Appreciation
                                                         for Option
Individual Grants                                         Term (2)

<CAPTION>
                             %
                             of
                             Total
                             Options
                             Grant-
                             ed
                             to
                             Employ-  Exer-
                   Number    ees      cise
                   Of        in       Price    Expir-
                   Options   Fiscal   Per      ation
     Name          Granted   1997     Share    Date(1)     5%        10%      
                                                           
<S>                 <C>        <C>    <C>       <C>      <C>        <C>
GEOFFREY P. JURICK    -        -        -        -         -          -
EUGENE I. DAVIS       -        -        -        -         -          -
JOHN P. WALKER        -        -        -        -         -          -
MARINO ANDRIANI     75,000     60     $2.563    4/8/06   $120,889   $306,357
JOHN J. RAAB          -        -        -        -         -          -

</TABLE>

(1)  The  stock options were granted under the 1994 Stock Compensation  Program,
     and are exercisable commencing one year after the grant date in three equal
     annual  installments, with full vesting occurring on the third  anniversary
     of the date of the grant.

(2)  The  dollar  amounts under these columns are the result of calculations  at
     the  assumed compounded market appreciation rates of 5% and 10% as required
     by  the  Securities  and  Exchange Commission  over  a  ten-year  term  and
     therefore,  are  not intended to forecast possible future appreciation,  if
     any, of the stock price.

OPTION EXERCISES AND HOLDINGS

      The  following  table  sets forth information with respect  to  the  named
executive  officers concerning the exercise of options during  Fiscal  1997  and
unexercised options held at March 31, 1997:

<TABLE>
                         OPTION EXERCISES IN FISCAL 1997
                        AND MARCH 31, 1997 OPTION VALUES

<CAPTION>
                                        
                                           Number of       Value of
                                           Unexercised     Unexercised
                                           Options at      In-the-Money
                  Number of                March 31,       Options at
                   Shares                  1997            March 31, 1997
                 Acquired on     Value     Exercisable/    Exercisable/
      Name         Exercise     Realized   Unexercisable   Unexercisable (1)


                                                               
<S>                   <C>          <C>     <C>              <C>
GEOFFREY P. JURICK    -            -       400,000/200,000       $0/$0
EUGENE I. DAVIS       -            -       400,000/200,000  $24,000/$12,000
JOHN P. WALKER        -            -       133,333/ 66,667  $ 8,000/$ 4,000
MARINO ANDRIANI                                  0/ 75,000       $0/$0
JOHN J. RAAB          -            -        16,667/ 33,333       $0/$0
                                        
</TABLE>

 (1)  Calculated based on the difference between the aggregate fair market value
   of the shares subject to options at March 31, 1997 and the aggregate option
   exercise price.

CERTAIN EMPLOYMENT CONTRACTS

      On  August 13, 1992, Geoffrey P. Jurick, Chairman, Chief Executive Officer
and  President  of  the  Company, entered into five-year  employment  agreements
("Jurick  Employment Agreements") with the Company and two of  its  wholly-owned
subsidiaries,  Emerson  Radio (Hong Kong) and Emerson Radio  International  Ltd.
(formerly   Emerson   Radio  (B.V.I.)  Ltd.)  (hereinafter,   collectively   the
"Companies"), providing for an aggregate annual compensation of $250,000,  which
was  increased to $390,000 in May 1994 and to $490,000 effective April 1,  1995.
In  addition  to his base salary, the Jurick Employment Agreements provide  that
Mr.   Jurick  is  entitled  to  an  annual  bonus  upon  recommendation  by  the
Compensation  and  Personnel  Committee of the  Company's  Board  of  Directors,
subject  to the final approval of the Company's Board of Directors.   By  letter
agreement  dated  April 16, 1997, the terms of the Jurick Employment  Agreements
were  extended, and said agreements remain in full force and effect, until March
31,  2000.  However, pursuant to the Settlement Agreement, hereinafter  defined,
Mr.  Jurick's  cash  compensation  from the Company  and  all  subsidiaries  and
affiliates  shall be limited to a total of $750,000 until the Settlement  Amount
is  paid.  See "Certain Relationships and Related Transactions."  As more  fully
described  below, pursuant to the Management Services Agreement, dated  July  1,
1997  to  be  effective March 7, 1997, between SSG and the Company  ("Management
Services  Agreement"), SSG shall reimburse the Company for salary payments  made
to  Mr.  Jurick  for the benefit of SSG, which payments shall be $20,833.33  per
month  and commenced effective January 23, 1997, plus expenses incurred  by  Mr.
Jurick  on  behalf  of SSG, subject to increases approved by the  SSG  Board  of
Directors.

      Subject  to  certain conditions, each of the Jurick Employment  Agreements
grants  to  Mr. Jurick severance benefits, through expiration of the  respective
terms of each of such agreements, commensurate with Mr. Jurick's base salary, in
the  event  that his employment with the Companies terminates due  to  permanent
disability,  without cause or as a result of constructive discharge (as  defined
therein).   In  the  event  that  Mr. Jurick's  employment  with  the  Companies
terminates  due  to  termination for "cause", because  Mr.  Jurick  unilaterally
terminates  the agreements or for reasons other than constructive  discharge  or
permanent  disability, Mr. Jurick shall only be entitled to base  salary  earned
through the applicable date of termination.  Similar provisions are set forth in
each of the contracts described below.

      On August 13, 1992, Eugene I. Davis, Vice Chairman of the Company, entered
into  a  five-year employment agreement ("Davis Employment Agreement") with  the
Company,  providing for an annual compensation of $360,000, which was  increased
to  $450,000 effective April 1, 1995.  In addition to his base salary, the Davis
Employment  Agreement provides that Mr. Davis is entitled  to  an  annual  bonus
equal  to  an amount up to 30% of Mr. Davis' base salary,  based upon attainment
of objectives identified in the Company's five-year business plan adopted by the
Board  of  Directors  ("Business Plan").  The Davis  Employment  Agreement  also
provides that Mr. Davis may also receive an additional annual performance  bonus
to  be  recommended by the Compensation and Personnel Committee of the Company's
Board  of  Directors, subject to the final approval of the  Company's  Board  of
Directors.

      Pursuant  to  the Davis Employment Agreement, the Company granted  to  Mr.
Davis  an  option to purchase 500,000 shares of Common Stock.  Such  option  was
canceled   pursuant  to  the  Plan  of  Reorganization;  however,  the   Company
subsequently  granted  Mr. Davis options to purchase 600,000  shares  of  Common
Stock.   The Company also agreed for the term of the Davis Employment  Agreement
and  three years thereafter, to pay for and maintain legal malpractice insurance
covering Mr. Davis for occurrences and actions taken by him at any time prior to
or  during the term of such agreement on behalf of the Company or its employees.
The  Company  also agreed to pay all sums, which may be deductible amounts,  not
otherwise paid by such insurer.

     By letter agreement dated April 16, 1997 ("Davis Extension Agreement"), the
Davis  Employment Agreement was amended as follows: 1.) the term  of  the  Davis
Employment  Agreement  was extended to March 31, 2000; 2.)  Mr.  Davis  is  only
obligated to devote approximately 60% of his business time to serve on behalf of
the  Company, its subsidiaries and affiliates, including SSG; 3.) Mr. Davis will
serve as Vice Chairman of the Company, will no longer serve as President of  the
Company and shall serve in such other duties and capacities for the Company, its
subsidiaries and affiliates (including SSG) as may be directed by the  Company's
Board  of  Directors, Chairman or Chief Executive Officer; and,  4.)  Mr.  Davis
shall  receive  his current salary from the Company, subject  to  adjustment  as
provided  in  the  Davis  Employment Agreement, and the  Company  shall   credit
against   such  salary  obligation  any  amount  Mr.  Davis  receives  as   base
compensation  from  SSG.   Initially, it is understood that  the  combined  base
compensation from the Company and SSG shall be $450,000, of which $200,000 shall
be paid by SSG and $250,000 from the Company  The Davis Extension Agreement also
provides  that Mr. Davis shall be entitled to all other benefits and  privileges
available  under the Davis Employment Agreement.  The Davis Extension  Agreement
also  provides it is understood that during the 40% of Mr. Davis' business  time
not  devoted to the Company or SSG, Mr. Davis shall be developing other business
opportunities   and  the  Company  has  a  right  of  first  refusal   on   such
opportunities.   The  Davis  Extension Agreement also  provides  that  upon  the
request of the Company's Board of Directors or Chairman, Mr. Davis shall  resign
as  a  Director  of the Company but any such resignation shall  not  effect  Mr.
Davis'  continued employment or rights under the Davis Employment Agreement,  as
amended.

      Upon execution of the Davis Employment Agreement, the Company provided Mr.
Davis  with  a  one-time lump sum payment of $100,000, which figure  is  net  of
applicable taxes and withholdings.  In connection with Mr. Davis' relocation  to
New  Jersey, the Company assumed certain relocation expenses and associated  tax
gross-ups  on  Mr. Davis' behalf aggregating $239,915. See "Summary Compensation
Table."

      As  of  April 1, 1994, John P. Walker, Executive Vice President and  Chief
Financial  Officer,  entered  into a three-year employment  agreement  with  the
Company providing for an annual compensation of $110,000, which was increased to
$165,000  effective April 1, 1995 and increased to $210,000 effective  April  1,
1996  ("Walker  Employment Agreement").  In addition to  his  base  salary,  the
Walker  Employment Agreement provided that Mr. Walker is entitled to  an  annual
bonus  equal to an amount up to 30% of Mr. Walker's base salary, upon attainment
of objectives identified by the Executive Committee and that Mr. Walker may also
receive  an  additional  annual  performance bonus  to  be  recommended  by  the
Compensation  and  Personnel  Committee of the  Company's  Board  of  Directors,
subject to the final approval of the Company's Board of Directors.

      By  Amendment No. 1 to Employment Agreement, dated April 16, 1997 ("Walker
Amendment  Agreement"), the Walker Employment Agreement was amended as  follows:
1.)  the term of the Walker Employment Agreement was extended to April 1,  2000,
with  provisions  for  any negotiation of further extensions  thereof;  2.)  Mr.
Walker  shall continue to serve as Executive Vice President and Chief  Financial
Officer  of  the Company and shall also serve in such other positions  with  the
Company,  its subsidiaries or affiliates (including SSG) as may be  directed  by
the Company's Board of Directors, Chairman, President or Chief Executive Officer
and  that the Company understands that Mr. Walker shall devote approximately 30%
of  his  business  time  to the Company with the balance of  his  business  time
devoted  to the business of SSG; 3.) Mr. Walker shall relocate to Dallas,  Texas
and  the  Company  shall  reimburse Mr. Walker for  his  normal  and  reasonable
traveling  expenses  to the Company's offices in order to perform  his  business
obligations to the Company; 4.) effective December 11, 1996, Mr. Walker's annual
salary  was modified to $100,000 and Mr. Walker waived any right to a bonus  for
Fiscal  1997  to  which he would have been entitled under the Walker  Employment
Agreement;  5.) Mr. Walker is entitled to life insurance as provided immediately
prior to the effective date of the Walker Amendment Agreement which shall be  in
accordance with the Company's policies afforded to senior executives;  and,  6.)
in the event Mr. Walker's employment was terminated due to Permanent Disability,
a Without Cause Termination or a Constructive Discharge, as defined therein, the
Walker  Amendment Agreement provides for severance benefits.  In the  event  Mr.
Walker's  employment is terminated due to a Termination for Cause or Mr.  Walker
unilaterally severs the relationship, Mr. Walker shall only be entitled to  base
salary earned through the date of termination and vested qualified stock options
will remain vested.

      If Messrs. Jurick, Davis and Walker were to be terminated due to permanent
disability,  without  cause  or  as  a result  of  constructive  discharge,  the
estimated dollar amount to be paid after March 31, 1997 to each such individual,
based  on  the  terms  of  their  respective  contracts,  would  be  $1,470,000,
$1,350,000  and $300,000, respectively.  However, the estimated  amounts  to  be
paid  to  (i) Mr. Jurick is subject to certain limitations under the  Settlement
Agreement  and  would be reduced by $20,833.33 per month  for  as  long  as  the
Management Services Agreement is in effect and (ii) Mr. Davis is subject to  the
Company's entitlement to a credit for as long as Mr. Davis receives compensation
from SSG, initially at $200,000 per annum.

COMPENSATION OF DIRECTORS

      Directors of the Company who are employees do not receive compensation for
serving  on  the  Board. Non-employee Directors are paid $20,000  per  annum  in
quarterly installments. The Chairmen of the Audit Committee and Compensation and
Personnel  Committee each receive an additional $10,000 per annum.  Pursuant  to
the  terms  of the Company's 1994 Non-Employee Director Stock Option Plan,  each
non-employee  Director was granted options to purchase 25,000 shares  of  Common
Stock  on  October 7, 1994. On October 7, 1994, each Chairman was  also  granted
options  to  purchase  an additional 25,000 shares of Common  Stock.   Peter  G.
Bunger,  a  Director of the Company, has also been retained by the  Company  for
certain   consulting   services.   See  "Certain   Relationships   and   Related
Transactions."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      In  November  1996, Peter G. Bunger was retained as a consultant,  and  is
being  paid  on  a per diem basis, at the approximate rate of $10,000  for  each
month  when  he is present in Hong Kong and providing services to  the  Company.
Mr.  Bunger  received  compensation and reimbursement  of  expenses  aggregating
$49,000 in Fiscal 1997.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the beneficial
ownership  of  the  Company's Common Stock as of July  28,  1997,  by  (i)  each
Director  and  nominee for Director of the Company, (ii) executive officers  and
Directors of the Company as a group and (iii) each person or entity known by the
Company  to be the beneficial owner of more than 5% of the Company's outstanding
Common  Stock.   For  purposes of this Form 10-K/A-1,  beneficial  ownership  of
securities  is  defined  in  accordance with the rules  of  the  Securities  and
Exchange Commission and means generally the power to vote or exercise investment
discretion  with  respect to securities, regardless of  any  economic  interests
therein.   Except as otherwise indicated and based upon the Company's review  of
information  on  file with the Securities and Exchange Commission,  the  Company
believes  that  the beneficial owners of the securities listed below  have  sole
investment  and voting power with respect to such shares, subject  to  community
property laws where applicable.

<TABLE>

<CAPTION>

                              Amount and    
                              Nature of
Name and Address of           Beneficial          Percent of Class
Beneficial Owner              Ownership(2)
                                            
<S>                           <C>                   <C>  
Geoffrey P. Jurick (1)(3)     29,752,642            70.3%
Nine Entin Road                                        
Parsippany, NJ  07054                                  
                                                       
Fidenas International         29,152,542            69.8%
  Limited, L.L.C.  (1)
c/o Geoffrey P. Jurick                                  
Nine Entin Road                                         
Parsippany, NJ  07054                                   
                                                        
Elision International,         1,600,000             3.8%
  Inc.
275 Wyman Street                                        
Waltham, MA 02154                                       
                                                        
GSE Multimedia                12,000,000            28.7%
  Technologies Corporation
Kostheimer-Landstrasse 36                               
55246 Mainz - Kostheim                                  
Germany D6502                                           
                                                        
Eugene I. Davis (3)              650,000             1.5%
Robert H. Brown, Jr.              33,334              (4)
Peter G. Bunger                   16,667              (4)
Jerome H. Farnum                  16,667              (4)
Raymond L. Steele                 33,334              (4)
                                                        
All Directors and Officers    30,749,311            71.0%
   as a Group (11 persons)                              
   (5)(6)

</TABLE>

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

(2)  Based on 41,743,747 shares of Common Stock outstanding as of July 28, 1997,
     plus  shares  of  Common  Stock under option of any director  or  executive
     officer, exercisable within 60 days.  Does not include (i) shares of Common
     Stock issuable upon conversion of 9,113 shares of Series A Preferred Stock,
     which are currently exercisable, (ii) Common Stock issuable upon conversion
     of  certain warrants issued to the Company's former creditors, (iii) Common
     Stock  issuable  upon  exercise  of  outstanding  options,  which  are  not
     currently  exercisable  within 60 days, (iv)  Common  Stock  issuable  upon
     conversion   of  the  Company's  8-1/2%  Senior  Subordinated   Convertible
     Debentures  Due 2002 (the "Debentures") or (v) Common Stock  issuable  upon
     the  exercise  of  warrants granted to (a) Dresdner Securities  (USA)  Inc,
     ("the  placement  agent") and authorized dealers  in  connection  with  the
     private  placement  of  the  Debentures or (b) First  Cambridge  Securities
     Corporation in connection with a consulting agreement.
     
(3)  Includes options, exercisable within 60 days, to purchase 600,000 shares of
     Common Stock.
     
(4)   Represents less than 1.0% of the outstanding Common Stock.
     
(5)  Includes  1,546,669  shares of Common Stock subject  to  unexercised  stock
     options  which  were exercisable within 60 days under the  Company's  Stock
     Compensation Program.

(6)   Does  not  include options to purchase an aggregate of 173,331  shares  of
      Common Stock not currently exercisable within 60 days.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SETTLEMENT AGREEMENT
                                        
      On  June  11,  1996, Barclays, Petra Stelling, the Official Liquidator  of
FiBank, (collectively, the "Creditors"), Mr. Jurick, the Company (together  with
the  Creditors,  the  "Lead  Parties"), FIN,  Elision,  GSE,  and  the  Official
Liquidator  of  FIL  signed the Stipulation providing for a  settlement  of  all
litigation among them on a global basis.  Under the Stipulation, Mr. Jurick  and
FIN  agreed  to  pay  the  Creditors the aggregate sum  of  $49.5  million  (the
"Settlement  Amount")  and Mr. Jurick is to be paid the  sum  of  $3.5  million,
contemplated  to be solely from the proceeds of the sale of shares of  Emerson's
Common  Stock  (the  "Settlement Shares") owned by FIN, GSE,  and  Elision  (the
"Jurick  Payment"  and,  together  with the Settlement  Amount,  the  "Aggregate
Amount").   The  Stipulation  became effective  on  February  4,  1997  and  all
Settlement  Shares  have been deposited with and remain in the  custody  of  the
Court, to prevent defaults under the Company's borrowing facilities.

      The Settlement Shares (consisting of 29,152,542 shares of Emerson's Common
Stock) are divided into two pools, Pool A and Pool B. All Settlement Shares  are
pledged  to secure all obligations under the Stipulation, but the Pool B  Shares
consist  of  the amount of shares as to which Mr. Jurick must retain  beneficial
ownership, and generally are not  available for sale or release from the custody
of  the Court or subject to foreclosure, to prevent defaults under the Company's
borrowing facilities.

      FIN  (which  is controlled by Mr. Jurick) is to retain title  to  and  the
voting  power  over  all  Settlement Shares, but  will  provide  notice  to  the
Creditors  prior to certain stockholder votes.  The Creditors may seek  to  have
the  Court direct FIN to vote against any proposal of the Emerson Board, but the
Emerson  Board  may  withdraw and not solicit any vote of its stockholders  with
respect to such proposal.

      The  Stipulation contemplates the employment of a marketing  advisor  (the
"Advisor")  and  TM Capital Corp. has been so retained to serve as  the  initial
Advisor.  The Advisor is formulating a marketing plan for the sale from time  to
time  of the Pool A Shares and will also appoint the Settlement Agent, who  will
administer  certain ministerial aspects of the settlement.  The  Pool  A  Shares
initially  will  consist  of 15,286,172 Settlement Shares.  In  formulating  the
marketing plan, the Advisor will take into account the interests of all the Lead
Parties, including the interests of the Company's minority stockholders and  the
goal  of generating sufficient proceeds to pay the Creditors.  Sales may be made
of the Settlement Shares pursuant to a registered offering if the sales price is
not  less  than  90%  of  the average of the three most  recent  closing  prices
("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 the Company, Mr. Jurick, and the Creditors,  or,  if
necessary, the Court.

     No definite time has been provided for the sale of the Settlement 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 Stipulation,  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 Stipulation is terminated.  Such  a
termination would also likely result in a default under the Company's  borrowing
facilities.

     The Company's rights and obligations under the Settlement Agreement include
the following:

           1.   The  Company  will  advance  certain  expenses  of  the  Advisor
     (currently,  approximately $160,000) and the Settlement Agent  and  advance
     the reasonable fees and expenses for registration of the Settlement Shares,
     in  each instance to be reimbursed from the proceeds of the first sales  of
     the Settlement Shares.

           2.  If an offer to purchase Settlement Shares that would result in  a
     Change of Control of the Company (i.e., beneficial ownership of 25% or more
     of  the Company's Common Stock) were to occur, the offeror will be required
     to  meet  with the Company's independent directors and President, or  their
     successors  (the  "Special  Committee"), and  the  Special  Committee  will
     determine  whether to approve such offer in the exercise of  its  fiduciary
     duties  under applicable Delaware law.  Any of the Creditors may  apply  to
     the  Court to permit an exception, subject to the legal standard set  forth
     in the immediately preceding sentence.

           3.  The Company has agreed to register the offer and sale of the Pool
     A  Shares  as set forth in the marketing plan.  The Company previously  has
     filed  a  shelf  registration statement covering  five  million  Settlement
     Shares  owned by FIN to finance a settlement, which is subject  to  certain
     contractual restrictions and may be offered for sale or sold only by  means
     of an effective registration statement.

           4.  The Lead Parties have agreed that Mr. Jurick will limit his total
     annual cash compensation not to exceed $750,000 until the Settlement Amount
     has  been  paid.  The Company has also agreed not to grant Mr.  Jurick  any
     additional non-cash compensation.

Requests  have  also  been made by Petra Stelling to the  Swiss  authorities  to
discontinue the investigations involving Messrs. Jurick, Bunger, and Farnum,  as
described above.

LEGAL SERVICES
                                        
     During Fiscal 1996, a family member of Mr. Davis became a member of Wolff &
Samson,  P.A.,  which regularly performs legal services for  the  Company.   The
Company  was  billed  approximately $842,000, and  $95,000  for  legal  services
during Fiscal 1997 and Fiscal 1996, respectively, from such firm.

RELOCATION LOAN

      In  connection  with the execution of his employment  agreement  with  the
Company, Eugene I. Davis, the Company's Vice Chairman, agreed to relocate his
residence to the general locality of the Company's principal executive  offices.
To  assist in such relocation, in the fiscal year ended March 31, 1993  ("Fiscal
1993"),  the  Company  provided  to Mr. Davis an interest-free  bridge  loan  of
$120,000. The maturity date of Mr. Davis' loan has been extended and is  due  in
the fiscal year ending March 31, 1998.

CONSULTING AGREEMENT

      In  November  1996, Peter G. Bunger was retained as a consultant,  and  is
being  paid  on  a per diem basis, at the approximate rate of $10,000  for  each
month  when  he is present in Hong Kong and providing services to  the  Company.
Mr.  Bunger  received  compensation and reimbursement  of  expenses  aggregating
$49,000 in Fiscal 1997.

SPORT SUPPLY GROUP, INC. AGREEMENTS

      By that certain Securities Purchase Agreement, dated November 27, 1996, by
and  between  the Company and SSG (the "Agreement"), the Company purchased  from
SSG  1,600,000  shares of common stock, $.01 par value per  share  (the  "Common
Stock"),   of   SSG  for  an  aggregate  consideration  of  $11.5  million,   or
approximately  $7.19  per  share.  In addition, the Company  purchased,  for  an
aggregate consideration of $500,000, 5-year warrants (the "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, pursuant  to  a  Warrant
Agreement (the "Warrant Agreement").  The purchase price paid by the Company was
negotiated in an arms' length transaction with SSG.  Prior to the closing of the
Agreement, the Company beneficially  owned  approximately  9.9%   of   SSG's
outstanding  common stock.  Based upon the purchase of the Common Stock  as  set
forth  above, the Company owns approximately 27.0% of the outstanding shares  of
the  Common  Stock.   If  the Company exercises all of  the  Warrants,  it  will
beneficially own approximately 34.9% of the Common Stock.

      The  $12,000,000  purchase  price paid by  the  Company  pursuant  to  the
Agreement  was  obtained  by  the  Company from Congress  Financial  Corporation
("Congress"), its United States senior secured lender, under the  terms  of  its
existing  credit facility, and in accordance with the terms of the consent  (the
"Consent")  obtained  from  such lender.  Pursuant  to  a  Pledge  and  Security
Agreement  dated December 10, 1996, the Company  pledged to Congress the  Common
Stock and Warrants acquired under the Agreement.

      In accordance with a Registration Rights Agreement dated December 10, 1996
(the  "Registration  Rights Agreement"), the Company has  been  granted  certain
demand  and incidental registration rights on the resale of the shares of Common
Stock  which  it and Emerson Radio (Hong Kong) Limited own, as well  as  on  the
exercise  and  resale of the shares the Company may acquire  under  the  Warrant
Agreement.   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.

      Pursuant  to the Agreement, SSG caused a majority of the members  of   its
Board  of  Directors  to  consist  of the Company's  designees.   In  connection
therewith,  the  Company  designated Geoffrey P.  Jurick,  its  Chairman,  Chief
Executive  Officer  and President, Eugene I. Davis, its Vice Chairman,  John  P.
Walker,  its Executive Vice President and Chief Financial Officer, Peter Bunger,
a  Director  of  the  Company,  and Johnson C.  Ko,  an  independent  Hong  Kong
businessman,  to  sit  on  the SSG Board. Peter S.  Blumenfeld  and  William  H.
Watkins,  Jr., Directors of SSG prior to the Closing, continue as  Directors  of
SSG.  SSG's stockholders have since elected the Company's nominees as a majority
of its Board of Directors.

      Under  the Agreement, for a period of at least two years from the date  of
the  closing, neither SSG nor any of its subsidiaries is permitted to enter into
or  be a party to any agreement or transaction with any Affiliate (as such  term
is  defined  in the Securities Exchange Act of 1934, as amended) of SSG  or  the
Company,  except  (i)  in  the  ordinary course of SSG's  or  its  subsidiaries'
business and on terms no less favorable to SSG or its subsidiaries than would be
obtained in a comparable arms' length transaction with a person not an Affiliate
of  SSG  or the Company or (ii) unless approved by a majority of SSG's directors
who  do  not  have  a  direct  or indirect material financial  interest  in  the
agreement or transaction and which includes a majority of directors who are  not
officers or employees of SSG or the Company or directors of the Company.

     As a result of its investment in SSG and in an effort to benefit by several
cost  sharing opportunities, on July, 1997 to be effective as of March 7,  1997,
the  Company entered into a Management Services Agreement with SSG by which  SSG
would  perform  the  following services: 1.) Human Resource  Services  including
processing  of payroll and payroll taxes, administration of and coordination  of
payment  for  the  Company's  employee benefit programs;  2.)  Banking  Services
including calculation of daily borrowing availability with the Company's secured
credit  facility,  preparation of daily reporting for the  Company's  banks  and
forecasts of cash availability and cash flow, processing wire funds and  letters
of  credit; 3.) Computer Services including provision of space for the Company's
AS400  computer  system  and  system operator services;   4.)  Payable  Services
including  processing  of  the  Company's  accounts  payables  and  checks;  5.)
Warehouse  Services  including  provision of warehouse  storage  space  for  the
Company's  archives and product inventory; 6.) provision of  Office  Space;  7.)
Design  Services including the preparation, design and drafting of  publications
to  be  distributed by the Company relating to its products; and, 8.)  Financial
Management Services including the devotion of SSG's Mr. Ken Corby to the Company
up  to a maximum of 75% of his business time.  The Management Services Agreement
also  provides that the Company shall 1.) furnish to SSG information  needed  to
perform  its  services;  2.)  furnish the AS400 and  retain  complete  financial
responsibility  therefore; 3.) be responsible for resolving any dispute  between
the  Company  and  any of its employees, answering inquiries  by  its  employees
regarding  their  benefits,  administering the employee  benefit  plans  and  be
responsible  for  all reporting obligations.  The Management Services  Agreement
also  provides for SSG to reimburse the Company for salary payments made by  the
Company  to Mr. Jurick for the benefit of SSG, which monthly payments  shall  be
$20,833.33,  plus expenses incurred by Mr. Jurick on behalf of SSG,  subject  to
increases  approved  by  SSG's  Board  of Directors.   The  Management  Services
Agreement also provides that the Company shall reimburse SSG for an amount equal
to  75%  of  Mr. Corby's salary (including payroll taxes and benefits)  for  the
Financial  Management  Services.  The Company was  billed  $3,200  for  services
provided  with respect to the above mentioned agreement during Fiscal 1997.   In
addition,  the  Company billed SSG approximately $47,000  towards  Mr.  Jurick's
salary  during  Fiscal  1997.  The Company owed SSG  approximately  $0  for  the
services as of March 31, 1997 and the Company was owed approximately $2,703 from
SSG as of March 31, 1997.

FUTURE TRANSACTIONS

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

                                     PART IV
                                        
ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, STATEMENT SCHEDULE AND REPORTS ON FORM
8-K

(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 (incorporated by
          reference to Exhibit (10) (w) of Emerson's Annual Report on Form
          10-K for the year ended March 31, 1996).

(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 (incorporated by reference to Exhibit (10)
          (ae) of Emerson's Annual Report on Form 10-K for the year ended
          March 31, 1996).

(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.

(10) (ar) Management Services Agreement dated July 1, 1997 to be effective March
          7, 1997 by and between Sport Supply Group, 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 the Securities Exchange Act of 1934,  this
report has been signed below by the following person on behalf of the Registrant
and in the capacities and on the dated indicated.



/s/ Geoffrey P. Jurick        Chairman of the Board,          July 29, 1997
Geoffrey P. Jurick            Chief Executive Officer and
                              President


                              Vice Chairman and Director      July 29, 1997
Eugene I. Davis



/s/ John P. Walker            Executive Vice President,       July 29, 1997
John P. Walker                Chief Financial Officer



/s/ Robert H. Brown, Jr.      Director                        July 29, 1997
Robert H. Brown, Jr.


                              Director                       July 29, 1997
Peter G. Bunger


/s/ Jerome H. Farnum          Director                       July 29, 1997
Jerome H. Farnum


/s/ Raymond L. Steele         Director                       July 29, 1997
Raymond L. Steele