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

                                FORM 12b-25
  
           NOTIFICATION OF LATE FILING          SEC FILE NUMBER:  0-25226
                                                CUSIP NUMBER: 291-087-203

(Check One):  X  Form 10-K   __Form 20-F  __Form 11-K  __Form 10-Q  __Form N-SAR

          For Period Ended:     3/31/97
          [   ]  Transition Report on Form 10-K
          [   ]  Transition Report on Form 20-F
          [   ]  Transition Report on Form 11-K
          [   ]  Transition Report on Form 10-Q
          [   ]  Transition Report on Form N-SAR
          For the Transition Period Ended:

Read Instructions (on back  page) Before Preparing Form.  Please Print or Type.
Nothing  in  this  form  shall be construed to imply  that  the  Commission  has
verified any information contained herein.

If  the  notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

              EMERSON RADIO CORP.
Full Name of Registrant


Former Name if Applicable

              9 ENTIN ROAD
Address of Principal Executive Office (Street and Number)

              PARSIPPANY, NEW JERSEY  07054
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filled without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed.  (Check box if appropriate)

      X   (a)   The reasons described in reasonable detail in Part III  of  this
       form could not be eliminated without unreasonable effort or expense;
       (b)  The subject annual report, semi-annual report, transition report  on
       Form  10-K,  Form  20-F, 11-K, Form N-SAR, or portion  thereof, will be
       filed  on  or before the fifteenth calendar day following the  prescribed
       due  date; or the subject quarterly report of transition report on Form
       10-Q,  or  portion thereof will be filed on or before the fifth  calendar
       day following the prescribed due date; and (c) The accountant's
       statement or other exhibit required by Rule  12b-25(c) has been
       attached if applicable.

PART III - NARRATIVE

State  below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
20F,  11-K,  10-Q  and Form 10-QSB, N-SAR, or the transition report  or  portion
thereof,  could not be filed within the prescribed time period.   (Attach  Extra
Sheets if Needed)

Since  the  Registrant has not received all of the monthly financial  statements
for  the  year ended March 31, 1997 for a significant joint venture  investment,
the  full  completion of the Annual Report on Form 10-K could  not  be  provided
within the prescribed time period without unreasonable effort or expense.

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

         Eugene I. Davis                (973)           428-2000
             (Name)                  (Area Code)   (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of  the
Securities Exchange Act of 1934 or Section 30 of the Investment Company  Act  of
1940  during  the  preceding 12 months (or for such  shorter)  period  that  the
registrant  was  required to file such reports) been filed?  If  answer  is  no,
identify reports(s).
                                                         X  Yes             No

(3)  Is it anticipated that any significant change in results of operations from
the  corresponding  period for the last fiscal year will  be  reflected  by  the
earnings  statement  to be included in the subject report  or  portion  thereof?
                                                         X    Yes           No

        If so, attach an explanation of the anticipated change, both narratively
and  quantitatively,  and, if appropriate, state the reasons  why  a  reasonable
estimate of the results cannot be made.

*See attached Addendum.

                                 EMERSON RADIO CORP.
                  (Name of Registrant as Specified in Charter)
                                        
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:    July 1,1997          By: /s/ John P. Walker
                                 John P. Walker,
                                 Executive Vice President and
                                   Chief Financial Officer

INSTRUCTION:   The form may be singed by an executive officer of the  registrant
or  by  any  other duly authorized representative.  The name and  title  of  the
person signing the form shall be typed or printed beneath the signature.  If the
statement  is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
                                        
                                    ATTENTION
Intentional  misstatement  or  omissions of  fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS
                                        
1.   This  form  is required by Rule 12b-25 (17 CFR 240.12b-25) of  the  General
Rules and Regulations under the Securities Exchange Act of 1934.

2.   One  signed original and four conformed copies of this form and  amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington,  D.C.  20549, in accordance with Rule 0-3 of the General  Rules  and
Regulations under the Act.  The information contained in or filed with the  form
will be made a matter of public record in the Commission files.

3.   A  manually signed copy of the form and amendments thereto shall  be  filed
with  each national securities exchange on which any class of securities of  the
registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but  need
not  restate information that has been correctly furnished.  The form  shall  be
clearly identified as an amended notification.

5.  Electronic Filers.  This form shall not  be used by electronic filers unable
to timely file a report solely due to electronic difficulties.  Filers unable to
submit  a  report  within  the time period prescribed  due  to  difficulties  in
electronic   filing   should  comply  with  either  Rule  201  or  Rule  202  of
Regulation S-T (Section 232.201 or Section 232.202  of this chapter) or apply
for an adjustment in filing date pursuant  to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).

                             ADDENDUM TO PART IV(3)
                                        

      Due  to  continued weak consumer demand and the increased level  of  price
competition,  the Registrant anticipates reporting a reduction in sales  and  an
increased  loss  for  the fiscal year ended March 31, 1997 as  compared  to  the
fiscal year ended March 31, 1996.  Since the Registrant has not received all  of
the  monthly  financial  statements for the year ended  March  31,  1997  for  a
significant  joint  venture investment, the Registrant is unable  to  provide  a
reasonable estimate of the results for the year being reported on.