Pursuant to Rule 12(b) 25 the following items are omitted from this
Form 10-K:

	1.	Financial Information regarding Foreign and Domestic
    Operations and Export Sales required under Item 1
	2.	Information on quarterly stock prices required under Item 5
	3.	Item 6
	4.	Item 7
	5.	Item 8
	6.	Item 10
	7.	Item 11
	8.	Item 12
	9.	Item 13
	10.	Financial Information, certain exhibits and other items
     required under Item 14




---------------------------------------------------------------------------
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                               FORM 10-K

               Annual Report Pursuant to Section 13 or 15(d)
                   of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1996

Commission File Number 1-4115

                     Zenith Electronics Corporation
         (Exact name of registrant as specified in its charter)

              Delaware						                   36-1996520
		(State or other jurisdiction of					      (I.R.S. Employer
		incorporation or organization)					     Identification Number)

	1000 Milwaukee Avenue, Glenview, Illinois		   60025-2493
		(Address of principal executive offices)				 (Zip code)

    Registrant's telephone number, including area code (847) 391-7000

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

	Title of each class				           Name of each exchange on which registered
------------------------           -------------------------------------------
	Common Stock, $1 par value,			    New York Stock Exchange
	and associated purchase rights		  Chicago Stock Exchange
							                            Basel, Geneva and Zurich, Switzerland
							                            Stock Exchange

	6 1/4 % Convertible Subordinated		New York Stock Exchange
	Debentures, due 2011

    Securities registered pursuant to Section 12(g) of the Act:  None

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 statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.   __X__

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes __X__ No_____

The aggregate market value of the registrant's Common Stock held by
non-affiliates based on the New York Stock Exchange closing price on
March 26, 1997, was $321,205,625.

As of March 26, 1997, there were 66,448,593  shares of Common Stock,
par value $1 per share outstanding.

<PAGE>

                      ZENITH ELECTRONICS CORPORATION

                               FORM 10-K

                                  INDEX

                                                             			  Page
                                                            					Number
                                                                --------

PART I

    Item 1.  BUSINESS						                                         3
    Item 2.  PROPERTIES				                                         5
    Item 3.  LEGAL PROCEEDINGS					                                 6

PART II

    Item 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND
             RELATED STOCKHOLDER MATTERS			                         9
    Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE	                9

PART IV

    Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
             ON FORM 8-K						                                     10

SIGNATURES                                                         13

INDEX TO FINANCIAL STATEMENTS AND EXHIBITS		                 			   15


<PAGE>

                                PART I
ITEM 1. BUSINESS

The company was founded in 1918 and has been a leader in consumer
electronics, first in radio and later in monochrome and color television and
other video products.  The company's operations involve a dominant
industry segment, the design, development, manufacture and marketing of
video products (including color TV sets and other consumer products)
along with parts and accessories for such products.  These products, along
with purchased VCRs, are sold principally to retail dealers in the United
States and to retail dealers and wholesale distributors in other foreign
countries.  The company also sells directly to buying groups, private label
customers and customers in the lodging, health care and rent-to-own
industries.  The company's video products also include color picture tubes
that are produced for and sold to other manufacturers and Network
Systems products, including digital and analog set-top boxes and cable
modems, interactive TV and data communication products which are sold
primarily to cable TV operators and other commercial users of these
products.
	The company has sold or downsized its non-core business
activities.  The company sold its monochrome video monitor business in
1993 and its power supply business in 1994.  Its activities in color video
monitors sold to computer manufacturers ceased in 1995 and its activities
in high-security electronic equipment have been discontinued.
	The company has incurred losses in all but one of the years since
1985.  These results reflected the cumulative effect of frequent and
significant color TV price reductions during the 1980s and 1990s, and
also reflected earlier recessionary conditions in the United States.  In
addition, the company has invested significant amounts in engineering and
research in recent years, which amounts have been expensed as incurred.
	In November 1995, a change in control of the company occurred,
in which LG Electronics, Inc., a corporation organized under the laws of
the Republic of Korea ("LGE"), purchased shares of the company
pursuant to a combined tender offer and purchase of newly issued shares
of common stock from the company.  After giving effect to the
transactions, LGE is the beneficial owner of 36,569,000 shares of
common stock of the company which represents approximately 55 percent
of the outstanding common stock.

Raw Materials
Many materials, such as copper, plastic, steel, wood, glass, aluminum and
zinc, are essential to the business.  Adequate sources of supply exist for
these materials.

Patents
The company is licensed under a number of patents which are of
importance to its business, and holds numerous patents.  The company
has patents and patent applications for numerous high-definition TV
("HDTV") related inventions.  To the extent these inventions are
incorporated into the HDTV standard adopted by the Federal
Communications Commission, the company expects to receive royalties
from these patents.  In addition, royalties have been and may be received
from these patents for non-HDTV applications as well.  In addition, major
manufacturers of TV sets and VCRs agreed during 1992 to take licenses
under some of the company's U.S. tuning system patents (the licenses
expire in 2003).  Based on 1996 U.S. industry unit sales levels and
technology, more than $25 million in annual royalty income is expected
through the licensing period.  While in the aggregate its patents and
licenses are valuable, the business of the company is not materially
dependent on them.

Seasonal Variations in Business
Sales of the company's consumer electronics products are generally at a
higher level during the second half of the year.  Sales of consumer
electronics products typically increase in the fall, as the summer vacation
season ends and people spend more time indoors with the new fall
programming on TV and during the Christmas holiday season.  During each
of the last three years, approximately 60 percent of the company's
net sales were recorded in the second half of the year and
approximately 30 percent of the company's net sales were recorded in the
fourth quarter of the year.

<PAGE>

Major Customer
Sales to a single customer amounted to $187.2 (15 percent) in 1996,
$172.1 million (14 percent) in 1995 and $180.8 million (12 percent) in
1994.  Sales to a second customer accounted for $140.9 million (11
percent) in 1996.  No other customer accounted for 10 percent or more of
net sales.

Competitive Conditions
Competitive factors in North America include price, performance, quality,
variety of products and features offered, marketing and sales capabilities,
manufacturing costs, and service and support.  The company believes it
competes well with respect to each of these factors.
	The company's major product areas, including the color TV
market, are highly competitive.  The company's major competitors are
significantly larger foreign-owned companies, generally with greater
worldwide TV volume and overall resources.  In efforts to increase market
share or achieve higher production volumes, the company's competitors
have aggressively lowered their selling prices in the past several years.

Research and Development
During 1996 expenditures for company-sponsored engineering and
research relating to new products and services and to improvements of
existing products and services amounted to $46.7 million.  Amounts
expended in 1995 and 1994 were $43.5 million and $45.4 million,
respectively.

Environmental Matters
Compliance with Federal, State and local environmental protection
provisions is not expected to have a material effect on capital
expenditures, earnings or the competitive position of the company.
Further information regarding environmental compliance is set forth under
Item 3 of this report.

Number of Employees
At the end of December 1996, the company employed approximately
15,900 people, of whom approximately 11,300 are hourly workers
covered by collective bargaining agreements.  Approximately 4,400 of the
company's employees are located in the Chicago, Illinois, area, of whom
approximately 2,800 are represented by unions.  Approximately 11,200 of
the company's employees are located in Mexico, of whom approximately
8,500 are represented by unions.  Mexican labor contracts expire every
two years and wages are renegotiated annually or more frequently under
rapid devaluation or high inflation periods.  The company believes that its
relations with its employees are good.

<PAGE>


ITEM 2. PROPERTIES

The company utilizes a total of approximately 5.3 million square feet for
manufacturing, warehousing, engineering and research, administration and
distribution, as described below.


																																																														Square Feet
			Location								 			Nature of Operation																			(in millions)
----------------------------------------------------------------------------

Domestic:
---------------

Chicago, Illinois				  Six locations - production of color           2.2
(including suburban)	  picture tubes, parts and service;
 locations)            engineering and research, marketing
                       and administration activities; and
                       assembly of electronic components
                       (.6 million square feet is leased
                       by the company)

Fort Worth, El Paso,   Six locations - warehouses / offices           .7
McAllen, Brownsville  (.6 million square feet is leased by
and Dallas, Texas;     the company)
Douglas, Arizona

Foreign:
---------------

Mexico				             Twelve manufacturing and warehouse            2.4
                       locations - production of plastic and
                       wooden cabinets for color television,
                       sub-assembly production of television
                       chassis, tuners and other components
                       and final assembly of color television
                       and Network Systems products

Taiwan                 One location - purchasing office               -

				                                                               -------
          Total                                                      5.3
                                                                   =======


	The company's facilities are suitable and adequate to meet current
and anticipated requirements.  None of the real property owned by the
company is mortgaged

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

The company is involved in various legal actions, environmental matters,
and other proceedings relating to a wide range of matters that are
incidental to the conduct of its business.  The company believes, after
reviewing such matters with the company's counsel, that any liability
which may ultimately be incurred with respect to these matters is not
expected to have a material effect on either the company's consolidated
financial position or results of operations.

Litigation

Numerous lawsuits against major computer and peripheral equipment
manufacturers are pending in the U.S. District Court, Eastern District of
New York, the U.S. District Court of New Jersey and the New York State
courts, as well as other federal courts.  These lawsuits seek several billion
dollars in damages from various defendants for repetitive stress injuries
claimed to have been caused by the use of word processor equipment.
The company has been named as a defendant in twenty-seven of these
cases which relate to keyboards allegedly manufactured by the company
for its former subsidiary, Zenith Data Systems Corporation.  Plaintiffs in
the company's cases seek to recover $31 million actual and $321 million
punitive damages from the company.  The company believes it has
meritorious defenses to the cases. Thirteen of the foregoing cases have
been dismissed, most without prejudice or subject to the appeal of the
1996 Blanco v. AT&T ruling on the applicable statute of limitations in the
New York Supreme Court Appellate Division.
	In 1994, the company notified its 15 independent distributors of
its intent to change to direct-to-retail distribution on a nationwide basis
during 1995.  In February 1995, one of the independent distributors filed
suit challenging the company's right to discontinue the distributorship
relationship and alleging that it had been damaged by certain of the
company's practices.  The lawsuit sought injunctive relief, actual damages
of $8 million and punitive damages of $20 million.  In October 1995,
summary judgment dismissing the case on all counts was entered.  The
plaintiff has appealed.  Another suit arising in connection with this change
in distribution was filed in April 1995 by another independent distributor.
The lawsuit seeks approximately $13 million in damages under the
Wisconsin Fair Dealership Law.  In January 1996, the court denied the
company's motion for summary judgment and granted the plaintiff's
motion for summary judgment, finding the company is liable.  A jury trial
on damages was held in May 1996, and the jury awarded the plaintiff
$2.37 million.  The company has appealed the judgment, contesting both
the summary judgment finding of liability and the damages award.

Superfund Litigation

The company was sued in 1995 as one of several defendants who, the
plaintiffs allege, disposed of waste and, as such, may have contributed to
the contamination of an aquifer in Hidalgo County, Texas.  The matter is
entitled Linn-Faysville Aquifer Preservations Association, et al. v.
Republic Waste Industries, Inc.  Unspecified damages are sought and
injunctive relief was requested.  At this point, the company has
insufficient information from which it can determine the extent of its
liability, if any.
	The company is a defendant in a suit for contribution in the
matter of S C Holdings, Inc. v. .A.A.A. Realty Co., et al (Civil Action No.
95-947 (GEB) which was filed in the U.S. District Court, District of New
Jersey on November 30, 1995.  This litigation concerns the Cinnaminson
Groundwater Contamination Site (the "Site") in the Township of
Cinnaminson, Burlington County, New Jersey.  The Site is a former
landfill.  The company is one of 100 parties involved in this litigation; the
company is an alleged generator of 40 drums of solvents that were
disposed of at the Site.  The company is currently in settlement
negotiations and expects to resolve the matter for $140,000.

Environmental

The company has been identified by the U.S. EPA as an alleged de
minimis generator of waste disposed at two sites, both of which are
subject to U.S. EPA action under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended.
("CERCLA")  These are the Ramp Industries Superfund Site in Denver,
Colorado and the Galaxy/Spectron, Inc. Superfund Site in Elkton,
Maryland.  According to U.S. EPA volumetric information, the company
sent 0.67 cubic feet of low level radioactive materials and 0.90 cubic feet
of other waste materials to the Ramp Industries site.  As there are
reportedly over 800 other PRPs at this site, the company believes it will
be eligible for a de minimis generator for $45,000 to $80,000.

<PAGE>

	In addition, the company has been identified as a PRP at three
other Superfund sites: the North Penn Area 7 Superfund Site in Lansdale,
Pennsylvania, the Master Metals Superfund Site in Cleveland, Ohio and
the Midwest Solvent Recovery Superfund Site in Gary, Indiana.  Neither
the extent of contamination nor the allocation of liability have been
developed for the North Penn site and, therefore, the company is unable to
estimate the extent of its liability, if any.  On April 4, 1997, the company
will enter into an Administrative Order on Consent ("AOC"), along with
other PRPs, pursuant to which the PRPs will undertake certain response
activities at the Master Metals Superfund Site.  The company expects to
be allocated 3.5% of an estimated $1.6 million to implement the work
outlined in the AOC.  The extent of the company's liability for future
work at the Master Metals site, if any, is unknown.  The Midwest Solvent
Recovery Site is moving toward completion.  The company expects to pay
an additional $160,000 to cover costs incurred at that site through the end
of 1997.
	Additionally, in October 1989, the U.S. Department of Justice
brought a civil action under CERCLA against certain owners, operators
and generators, seeking reimbursement of response costs incurred by U.S.
EPA in connection with the Moyer Landfill in Collegeville, Pennsylvania.
One of the defendants sued Ford Electronics and Refrigeration
Corporation ("FERCO") and others as third party defendants.  FERCO,
in turn, sued the company for contribution as a third party defendant for
the company's allegedly hazardous waste materials sent to the Moyer
Landfill through FERCO.  The company settled its liability with FERCO
for $300,000.  In September 1996, the Department of Justice entered into
a settlement with FERCO which recognized the underlying company-
FERCO settlement.  The company will be obligated to pay FERCO the
$300,000 negotiated upon entry of the Consent Decree which is expected
in the near future.

<PAGE>


EXECUTIVE OFFICERS OF THE REGISTRANT

       Name                   Office Held                          Age
----------------------------------------------------------------------------

Roger A. Cregg        Executive Vice President, Chief Financial     41
                      Officer since May 1996. Chief Financial
                      Officer at Sweetheart Cup Company from
                      1990 to 1996.

Richard F. Vitkus     Senior Vice President, General Counsel        57
                      since 1994.  Secretary since 1995.
                      Previously Senior Vice President, General
                      Counsel, and Director of Corporate
                      Development at Vanstar Corporation
				                  (formerly ComputerLand Corporation)
                      from 1991 to 1994.

Peter S. Willmott     President and Chief Executive Officer         59
                      since November 1996. Chairman, MacFrugal's
                      Bargains Close-outs Inc., from 1990
                      to 1997; Chairman and Chief Executive
                      Officer, Willmott Services, Inc., from
                      1989 to 1997.

Dennis R. Winkleman   Vice President - Human Resources since        46
                      March 1996.  Director, Human Resources,
                      Case Corporation from 1990 to 1996.


<PAGE>



                                   PART II


ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS

The New York Stock Exchange is the principal United States market in
which the company's common stock is traded.  The number of stockholders
of record was 12,026 as of March 26, 1997. No dividends were paid to
stockholders during the two years ended December 31, 1996.


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

  None.


<PAGE>


                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
          ON FORM 8-K

    3. Exhibits:

    (3a)	Restated Certificate of Incorporation of the company, as amended
         (incorporated by reference to Exhibit 3(a) to the company's Annual
         Report on Form 10-K for the year ended December 31, 1992)

    (3b)	Certificate of Amendment to Restated Certificate of Incorporation
         of the company dated May 4, 1993 (incorporated by reference to
         Exhibit 4(l) of the company's Quarterly Report on Form 10-Q for the
         quarter ended April 3, 1993)

    (3c)	By-Laws of the company, as amended (incorporated by reference
         to Exhibit 3 to the company's Quarterly Report on Form 10-Q for the
         quarter ended September 30, 1995)

    (4a)	Indenture dated as of April 1, 1986 between Zenith Electronics
         Corporation and The First National Bank of Boston as Trustee
         with respect to the 6-1/4% Convertible Subordinated Debentures due
         2011 (incorporated by reference to Exhibit 1 of the company's
         Quarterly Report on Form 10-Q for the quarter ended March 30, 1991)

    (4b)	Debenture Purchase Agreement dated as of November 19, 1993
         with the institutional investors named therein (incorporated by
         reference to Exhibit 4(a) of the company's Current Report on Form 8-K
         dated November 19, 1993)

    (4c)	Amendment No. 1 dated November 24, 1993 to the Debenture
         Purchase Agreement dated as of November 19, 1993 with the
         institutional investor named therein (incorporated by reference
         to Exhibit 4(a) of the company's Current Report on Form 8-K dated
         November 24, 1993)

    (4d)	Amendment No. 2 dated as of January 11, 1994 to the Debenture
         Purchase Agreement dated as of November 19, 1993 (incorporated by
         reference to Exhibit 4(c) of the company's Current Report on Form
	        8-K dated January 11, 1994)

    (4e)	Debenture Purchase Agreement dated as of January 11, 1994
         with the institutional investor named therein (incorporated by
         reference to Exhibit 4(a) of the company's Current Report on
         Form 8-K dated January 11, 1994)

    (4f)	Agreement, dated May 23, 1991, among Zenith Electronics
         Corporation, The First National Bank of Boston and Harris Trust and
         Savings Bank (incorporated by reference to Exhibit 1 of Form 8 dated
         May 30, 1991)

    (4g)	Agreement, dated as of February 1, 1993, among Zenith
         Electronics Corporation, The Bank of New York and Harris Trust and
         Savings Bank (incorporated by reference to Exhibit 1 of Form 8 dated
         March 25, 1993)

    (4h)	Second Amended and Restated Credit Agreement, dated as of
         November 6, 1995, with General Electric Capital Corporation, as
         agent and lender, and the other lenders named (incorporated by
         reference to Exhibit 4g of the company's Quarterly Report on Form
         10-Q for the quarter ended September 30, 1995)

<PAGE>

    (4i)	First Amended and Restated Term Loan Agreement, dated as of
         November 6, 1995, with General Electric 	Capital Corporation, as
         agent and lender, and the other lenders named (incorporated by
         reference to Exhibit 4i of the company's Quarterly Report on
         Form 10-Q for the quarter ended 	September 30, 1995)

    (4j)	First Amendment to Second Amended and Restated Credit
         Agreement and First Amended and Restated 	Term Loan Agreement,
         dated as of May 21, 1996, with General Electric Capital Corporation,
         as agent and 	lender, and the other lenders named (incorporated by
         reference to Exhibit 4p of the company's Quarterly 	Report on Form
         10-Q for the quarter ended June 29, 1996)

    (4k)	Second Amendment to Second Amended and Restated Credit
         Agreement and First Amended and Restated 	Term Loan Agreement,
         dated as of June 26, 1996, with General Electric Capital
         Corporation, as agent and lender, and the other lenders named
         (incorporated by reference to Exhibit 4q of the company's Quarterly
	        Report on Form 10-Q for the quarter ended June 29, 1996)

*(10a)	  1987 Zenith Stock Incentive Plan (as amended) (incorporated by
         reference to Exhibit A of the company's definitive Proxy Statement
         dated March 13, 1992)

*(10b)   Form of Amended and Restated Employment Agreement with
         Gerald M. McCarthy and Albin F. Moschner (incorporated by
         reference to Exhibit 2 of the company's Report on
	        Form 10-K for the year ended December 31, 1990)

*(10c)   Form of Employee Stock Option Agreement (incorporated by
         reference to Exhibit 10e of the company's Quarterly Report on
         Form 10-Q for the quarter ended April 1, 1995)

*(10d)	  Letter Agreement, dated October 21, 1991, with Albin F.
         Moschner (incorporated by reference to Exhibit 	10u of the company's
         Report on Form 10-K for the year ended December 31, 1991)

*(10e)	  Form of Indemnification Agreement with Officers and Directors
         (incorporated by reference to Exhibit 8 of the company's Report on
         Form 10-K for the year ended December 31, 1989)

*(10f)	  Form of Directors 1989 Stock Units Compensation Agreement
         with T. Kimball Brooker (1000 units) 	(incorporated by reference to
         Exhibit 9 of the company's Report on Form 10-K for the year ended
	        December 31, 1989)

*(10g)	  Form of Directors 1990 Stock Units Compensation Agreement
         with T. Kimball Brooker, Andrew McNally 	IV and Peter S.
         Willmott (1000 units each) (incorporated by reference to Exhibit 6
         of the company's Report 	on Form 10-K for the year ended December
         31, 1990)

*(10h)  	Form of Directors 1991 Stock Units Compensation Agreement
         with T. Kimball Brooker, Andrew McNally 	IV and Peter S.
         Willmott (1,000 units each) (incorporated by reference to Exhibit
         10d of the company's Quarterly Report on Form 10-Q for the quarter
         ended June 29, 1991)

*(10i)	  Form of Amendment, dated as of July 24, 1991, to Directors
         Stock Units Compensation Agreements for 	1990 and 1991
         (incorporated by reference to Exhibit 10e of the company's
         Quarterly Report on Form 10-Q 	for the quarter ended June 29, 1991)

*(10j)	  Directors Retirement Plan and form of Agreement (incorporated
         by reference to Exhibit 10 of the 	company's Report on Form 10-K
         for the year ended December 31, 1989)

*(10k)	  Form of Amendment, dated as of July 24, 1991, to Directors
         Retirement Plan and form of Agreement (incorporated by reference to
         Exhibit 10f of the company's Quarterly Report on Form 10-Q for the
         quarter ended June  29, 1991)

<PAGE>

*(10l)   Supplemental Executive Retirement Income Plan effective as of
         January 1, 1994 (incorporated by reference to Exhibit 10ab to the
         company's Annual Report on Form 10-K for the year ended December
         31, 1994)

*(10m)   Supplemental Salaried Profit Sharing Retirement Plan effective as
         of January 1, 1994 (incorporated by reference to Exhibit 10ac
         to the company's Annual Report on Form 10-K for the year ended
         December 31, 1994)

 (10n)  	Stock Purchase Agreement dated July 17, 1995, between Zenith
         Electronics Corporation and LG 	Electronics, Inc. (incorporated by
         reference to Exhibit 2 of the company's Report on Form 8-K dated
         July 17, 1995)

*(10o)	  Resignation letter of Albin F. Moschner as president, chief
         executive officer and director of the company 	(incorporated by
         reference to Exhibit 10 of the company's Quarterly Report on Form
         10-Q for the quarter ended June 29, 1996)

*(10p)	  Employment Agreement, dated January 1, 1997, between Roger
         A. Cregg and Zenith Electronics 	Corporation

*(10q)	  Employment Agreement, dated January 1, 1997, between Richard
         F. Vitkus and Zenith Electronics 	Corporation

*(10r)	  Employment Agreement, dated January 1, 1997, between Peter S.
         Willmott and Zenith Electronics Corporation

*(10s)	  Employment Agreement, dated January 1, 1997, between Dennis
         R. Winkleman and Zenith Electronics Corporation

  (21)   Subsidiaries of the company

* Represents a management contract, compensation plan or arrangement.


 (b) Reports on Form 8-K

	A report on Form 8-K dated December 18, 1996, was filed by the
company stating under Item 5 that on December 18, 1996, the company
announced that in a major restructuring designed to help accelerate the
company's return to profitability and conserve cash, it is cutting its U.S.
workforce by more than 25 percent.  The employment reductions are
expected to reduce expenses by approximately $20 million in 1997, and
will require a fourth-quarter restructuring charge of approximately $25
million.

<PAGE>

                              SIGNATURES


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


                                       ZENITH ELECTRONICS CORPORATION
                                       (Registrant)


                                       By: /s/ Peter S. Willmott
                                       --------------------------
                                       Peter S. Willmott
                                       President and Chief Executive Officer


                                       Date:  March 31, 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.


        Signatures                Title                      Date
---------------------------------------------------------------------------

/s/ T. Kimball Brooker           Director                March 31, 1997
----------------------                                   --------------
T. Kimball Brooker

/s/ Ki-song Cho                  Director                March 31, 1997
----------------------                                   --------------
Ki-song Cho

/s/ Eugene B. Connolly           Director                March 31, 1997
----------------------                                   --------------
Eugene B. Connolly

/s/ Robert A. Helman             Director                March 31, 1997
----------------------                                   --------------
Robert A. Helman

/s/ Cha Hong Koo                 Director                March 31, 1997
----------------------                                   --------------
Cha Hong (John) Koo

/s/ Hun Jo Lee                   Director                March 31, 1997
----------------------                                   --------------
Hun Jo Lee

/s/ Andrew McNally IV            Director                March 31, 1997
----------------------                                   --------------
Andrew McNally IV

/s/ Yong Nam                     Director                March 31, 1997
----------------------                                   --------------
Yong Nam


<PAGE>


        Signatures                Title                     Date
----------------------------------------------------------------------------

/s/ Peter S. Willmott            Director                March 31, 1997
----------------------                                   --------------
Peter S. Willmott

/s/ Roger A. Cregg       Executive Vice President, and   March 31, 1997
----------------------   Chief Financial Officer         --------------
Roger A. Cregg           (Principal Financial Officer)


<PAGE>

                INDEX TO FINANCIAL STATEMENTS AND EXHIBITS



			                                                           Page
									                                                    Number
                                                            -------
Exhibits:

	(10p)	Employment Agreement, dated January 1, 1997,
       between Roger A. Cregg and Zenith Electronics
       Corporation			                                          16

	(10q)	Employment Agreement, dated January 1, 1997,
       between Richard F. Vitkus and Zenith Electronics
       Corporation			                                          31

	(10r)	Employment Agreement, dated January 1, 1997,
       between Peter S. Willmott and Zenith Electronics
       Corporation			                                          46

	(10s)	Employment Agreement, dated January 1, 1997,
       between Dennis R. Winkleman and Zenith Electronics
       Corporation			                                          67

 	(21)	Subsidiaries of the company				                          82