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                                           SCHEDULE 14A
                                          (RULE 14a-101)
                              INFORMATION REQUIRED IN PROXY STATEMENT

                                     SCHEDULE 14A INFORMATION
                           PROXY STATEMENT PURSUANT TO SECTION 14 OF THE
                                  SECURITIES EXCHANGE ACT OF 1934
                                         (AMENDMENT NO. 3)
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]              [_]   Confidential,
for Use of the
                                                                Commission Only
(as permitted by
Check the appropriate box:                                         Rule    14a-
6(e)(2))

[_] Preliminary Proxy Statement

[ ] Definitive Proxy Statement

[X] Definitive Additional Materials

[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

                                 INTERNATIONAL JENSEN INCORPORATED
                         (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              EMERSON RADIO CORP.
   (NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

[_]  $125  per  Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)  or
Item 22(a)(2) of Schedule 14A.

[_] $500 per each  party  to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

    (1) Title of each class  of securities to which transaction applies: common
stock, $.01 par value per share

    (2) Aggregate number of securities  to which transaction applies: 5,735,140
shares of common stock

     (3)  Per  unit price or other underlying  value  of  transaction  computed
pursuant  to  Exchange  Act  Rule  0-11:  $8.90  (3,599,354  shares  of  common
stock); $11.00 (2,135,786 shares of common stock)

    (4) Proposed maximum aggregate value of transaction: $55,527,896

    (5) Total fee paid: $11,105.58

[X] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and  identify  the filing for which the offsetting fee      was paid
previously.  Identify the previous  filing  by registration statement number or
the Form or Schedule and the date of its filing.

    (1) Amount Previously Paid:

    (2) Form, Schedule or Registration Statement No.:

    (3) Filing Party:

    (4) Date Filed:

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FOR:                   EMERSON RADIO CORP.
                       9 Entin Road
                       Parsippany, N.J.  07054-0430

CONTACT:               Eugene I. Davis
                       (201) 428-2000

KCSA INVESTOR  Adam I. Friedman/Joseph A. Mansi
CONTACT:               (212) 682-6300 ext. 215/205



FOR IMMEDIATE RELEASE

                                   EMERSON RADIO CORP. ANNOUNCES
                               SUPPORT OF MAJORITY OF NON-AFFILIATED
                         STOCKHOLDERS OF INTERNATIONAL JENSEN INCORPORATED

PARSIPPANY, N.J., August 28, 1996 -- Emerson  Radio Corp. (AMEX: MSN) announced

that,  excluding  shares  held by Robert G. Shaw and  William  Blair  Leveraged

Capital Fund, L.P. ("Blair"),  affiliates  of International Jensen Incorporated

("Jensen"), almost twice as many shares present  for  quorum  purposes  at  the

meeting   either   voted  against  Jensen's  merger  with  Recoton  Corporation

("Recoton") and the  related  sale of Jensen's original equipment manufacturing

business to a corporation owned  by  Mr.  Shaw or voted abstained than voted in

favor of such transactions.  Of those shares which were voted, more shares were

voted against the merger than in favor.

        Mr. Eugene I. Davis, President of Emerson  Radio  Corp., in response to

this vote, stated, "While we regret not being able to purchase  Jensen  in what

we believe was a higher and better transaction to Jensen's public stockholders,

we  at  Emerson  appreciate  the  support  we  have  received  from  the  truly

independent  stockholders  of  Jensen.  We believe that the Jensen stockholders

have conveyed to Jensen's management  their displeasure with Jensen's treatment

of Emerson and its higher offers to acquire  Jensen.   While  the  Courts  have

chosen   not   to   interfere  with  Jensen's  merger  with  Recoton,  Jensen's

stockholders  have  shown   their  support  for  Emerson's  efforts  and  their

dissatisfaction with Jensen's  sale process, which was weighted from the outset

in  favor  of any transaction which  Mr.  Shaw  and  Blair  sought  to  pursue.

Emerson's offers were consistently the highest offers on the table, and Emerson

has had, and  continues  to  presently have, the ability to finance its offers.

Emerson intends to actively pursue  its  claims for damages from Jensen/Recoton

and related parties."

        Emerson Radio Corp., founded in 1948,  is  one  of the nation's largest

volume  consumer  electronics  distributors  with  a  recognized  trademark  in

continuous  use since 1912.  The Company designs and markets,  internationally,

full lines of televisions and other video products, microwave overs, audio, car

audio, home theater, home and personal security products and timepieces.



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