U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           Notification of Late Filing

                             SEC File Number 0-25226
                             CUSIP Number 291087203


(Check One)
[X]   Form 10-K and Form 10-KSB    [ ] Form 20-F    [ ] Form 11-K
[ ]   Form 10-Q and Form 10-QSB     [ ] Form N-SAR
                        For Period Ended: March 31, 2002

[ ] Transition Report on Form 10-K and Form 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form N-SAR
              For the Transition Period Ended: ____________________

         Nothing in this  form shall be  construed to imply that the  Commission
has verified any information contained herein.

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         If the  notification relates to a  portion of the filing checked above,
identify the Item(s) to which the notification relates:
                                       N/A
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                         PART I - REGISTRANT INFORMATION

Full Name of Registrant                                     Emerson Radio Corp.

Former Name if Applicable                                   N/A

Address of Principal Executive Office (Street and Number)   Nine Entin Road
                                                            Parsippany, NJ 07054






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

         If the subject report could not be filed 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;

[X]      (b)  The  subject annual report, semi-annual report, transition  report
              on Form 10-K, 20-F, 11-K or Form N-SAR, or portion  thereof,  will
              be filed  on  or  before  the  15th  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 Forms 10-K  and Form
10-KSB,  20-F, 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.

         Emerson Radio Corp. (the "Company") is unable to file its annual report
on Form 10-K for the fiscal  year ended  March 31,  2002  within the time period
prescribed for such report without unreasonable effort or expense. As previously
announced,  on June 28,  2002,  the Company  completed  the  negotiation  of and
entered  into a $40  million  revolving  credit and term loan  facility  under a
syndication  arrangement with several U.S. financial  institutions.  In light of
the foregoing,  however,  the Company was diverted from finalizing its Form 10-K
and was unable to incorporate the terms and effects of this credit facility into
the Company's 10-K and its consolidated financial statements for the fiscal year
ended  March 31, 2002 within the time period  prescribed  for such  report.  The
Company anticipates filing its Form 10-K within the timeframe granted for filing
by Rule 12b-25(b).


                           PART IV - OTHER INFORMATION

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

      Geoffrey P. Jurick, Chairman, Chief Executive Officer and President
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                                (Name and Title)

                                 (973) 884-5800
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                         (Area Code) (Telephone Number)



         (2)  Have  all other  periodic reports  required  under Sections 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 report(s) been filed? If answer is
no, identify report(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  statements  to be included in the subject  report or
portion thereof?
                                                    [ ] Yes   [X] 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.


                               Emerson Radio Corp.
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                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


                                            EMERSON RADIO CORP.


Date:  July 1, 2002                    By: /s/Geoffrey P. Jurick
                                          --------------------------------------
                                       Name:  Geoffrey P. Jurick
                                       Title:  Chairman, Chief Executive Officer
                                               and President

         Instruction:  The  form  may  be  signed  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.

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         Intentional  misstatements  or  omissions  of  fact  constitute Federal
Criminal Violations  (See 18 U.S.C. 1001)

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