UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                FORM 12b-25
                        NOTIFICATION OF LATE FILING


(CHECK ONE):  __Form 10-K  __Form 20-F  __Form 11-K  [x] From 10-Q __Form N-SAR

     For Period Ended: December 31, 1995
     [ ] 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 Instruction (ob 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 - REGISTRATION INFORMATION

___________________________________________________________________________
Full Name of Registrant


EMERSON RADIO CORP.
___________________________________________________________________________


Former Name if Applicable
___________________________________________________________________________

Address of Principal Executive Office (Street and Number)


NINE ENTIN ROAD

___________________________________________________________________________
City, State and Zip Code


PARSIPPANY, NEWJERSEY 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)

     (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, Form20-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,. 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.  (Attach Extra Sheets if Needed)
Certain disclosures necessary for an accurate and full completion of the
Quarterly Report on Form 10-Q could not be provided within the prescribed
time period due to a recent court decision relating to certain litigation
matters.

PART IV - OTHER INFORMATION

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

       Eugene I. Davis          (201)             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 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 earnings statements 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.

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  February 14, 1995            By  /s/   Eugene I. Davis, 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.


                                 ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 10010).


                          ADDENDUM TO PART IV(3)

Registrant anticipates reporting significant reduction in sales and results
of operations during fiscal quarter ended December 31, 1995 as compared to
the fiscal quarter ended December 31, 1994.  The company anticipates reporting
consolidated net sales for the three and nine months ended December 31, 1995
of $70,314,000 and $214,720,000, respectively, as compared to $194,333,000 and
$529,111,000 for the same periods in the prior fiscal year.  The Company also
anticipates reporting net losses of $4,398,000 and $5,673,000 for the three
and nine months periods ended December 31, 1995, as compared to net earnings
of $4,658,000 and $5,353,000 for the same periods in the prior fiscal year, 
respectively.