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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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[EMERSON LOGO]

                                   August 20, 1996


Dear International Jensen Stockholder:

WHEN WAS THE LAST TIME THAT SOMEONE TOLD YOU  THAT  $11 WAS WORTH MORE THAN
$12?   This  is  what  Robert  Shaw,  your  company's  Chairman,  CEO,  and
President,  wants  you to believe.  PT Barnum once said "There's  a  sucker
born every minute."  But we believe that Jensen stockholders know the value
of a dollar.  You can  protect  your  valuable  investment in International
Jensen by signing, dating and returning the enclosed BLUE proxy card today.

                          DON'T BE MISLED

Through  a campaign of scare tactics, distortions  and  outright  untruths,
Jensen management has sought to sell you a transaction that we believe will
leave a hole  in  your  pocketbook,  while  providing  lavish benefits to a
handful of Jensen executives, particularly Bob Shaw.  You should know that:

     -    Shaw  has negotiated for himself a sweetheart deal  which  allows
          Shaw  to   purchase  Jensen's  original  equipment  manufacturing
          business for  only  $18.2  million, or approximately $8.2 million
          (about $4 per share) below its net book value and well below what
          we also believe is its fair  market  value.  This means that Shaw
          would receive at least approximately $13  per  share in value for
          his investment while you and other public stockholders  get  $11.
          Ask  yourself  why Mr. Shaw is entitled to receive more value for
          his Jensen shares than you are.

     -    Shaw and Jensen  have failed to tell you that Lehman Brothers has
          not provided the opinion  required  in  the  OEM  business  sales
          agreement  that  the  proceeds  from the OEM sale are fair from a
          financial  point  of  view to Jensen.   Instead,  their  fairness
          opinion is offered ONLY  IN  THE  CONTEXT  OF  THE JENSEN/RECOTON
          MERGER and depends upon certain questionable assumptions.{1}

     -    Shaw   has  also  obtained  for  himself  and  senior  management
          lucrative  contracts  largely to be paid by Recoton, an entity he
          introduced to Lehman Brothers,  for  "managing" those portions of
          the  Jensen  business  to be purchased by  Recoton.   Recoton  is
          offering you less for your shares than Emerson, while paying more
          to  Shaw  and  his  cronies   through   these  lavish  management
          contracts.
     -    Shaw would receive additional side benefits  in  connection  with
          his  purchase  of Jensen's OEM business.  Under those agreements,
          Shaw would supply products to Recoton at escalating prices, in an
          industry where prices  continue  to  decline.  We believe this is
          another example of how Recoton is transferring  value to Shaw, in
          exchange  for  his support, to the financial detriment  of  other
          Jensen stockholders.

     -    Shaw and Jensen  have  attacked  the  structure  of our proposal.
          But, while Shaw and Jensen claimed that our structure  could  not
          be  done  under  Delaware law, their own lawyers admitted in open
          court that Delaware law is not clear on this point.

    EMERSON STANDS READY TO MAXIMIZE VALUE FOR ALL STOCKHOLDERS

Emerson is ready and willing  to  pay  you  a  substantial premium for your
shares.  Financing is not an issue.  While Shaw  and Jensen have questioned
our financing commitments, you should know that a representative of Bankers
Trust  Company  has  testified UNDER OATH that financing  continues  to  be
available if Emerson is  able  to  acquire  Jensen  on similar terms to its
previous  offers.  Furthermore, Shaw has never demonstrated  ANY  financing
for his purchase  of  the OEM business and Shaw has failed to tell you that
under his sweetheart deal  he can walk away at no cost to him but with full
reimbursement of his expenses,  and  he  can  borrow,  risk-free, corporate
assets in the form of Jensen receivables to help fund his purchase.

Emerson is offering $12 for each share owned by public stockholders and has
offered  $2.2  million  more  for Jensen's OEM business than  Bob  Shaw  is
willing to pay.  Our offer is clearly  financially  superior  to  the self-
dealing  transactions  between Shaw and Recoton.  We believe that the  only
obstacle to your receiving  full  value  for  your  shares  is the stubborn
refusal to Jensen's Board to negotiate in good faith.

                     YOUR BOARD ANSWERS TO YOU

The  fact  that  Shaw  and  Blair control more than a majority of  Jensen's
shares does not relieve them  of  their  fiduciary responsibilities to you.
Although the Board seems to have forgotten  that Jensen is not a privately-
run  company,  under the law it has a duty to maximize  value  for  ALL  of
Jensen's stockholders,  not  just Shaw.  Do not provide them with a release
from liability by giving them an affirmative vote.

                       IT'S NOT A DONE DEAL

Don't be railroaded into accepting  less  than  fair  market value for your
investment  in  International  Jensen.  Remember the current  Recoton  deal
requires the separate approval of  a majority of Jensen shares VOTED AT THE
MEETING OTHER THAN THOSE OWNED BY SHAW.   Consequently International Jensen
stockholders have the power to defeat what  we  believe  is  a  transaction
designed to benefit Bob Shaw at the expense of other stockholders.

                      YOUR VOTE IS IMPORTANT

TELL  YOUR  BOARD  THAT  YOU WILL NOT ACCEPT LESS THAN FAIR VALUE FOR  YOUR
SHARES.  PLEASE SIGN, DATE,  AND  RETURN  THE  BLUE PROXY CARD TODAY VOTING
AGAINST THE SELF-DEALING RECOTON TRANSACTION.

Thank you for your continuing support.

Sincerely,



Eugene I. Davis
President


                             IMPORTANT

The Jensen/Recoton merger may be prevented if 10% or more of Jensen's total
outstanding  shares  exercise  their  dissenters' rights  as  permitted  by
Delaware law.  To exercise your dissenters' rights, you should vote AGAINST
the merger and follow the procedures described  in  "The Merger--Dissenters
Rights" in Jensen's proxy statement.

If you have any questions or need assistance in voting  your shares, please
call Georgeson & Company Inc., toll-free, at 1-800-223-2064.

**FOOTNOTES**

     {1}Such assumptions include that the prior sale of the OEM business is
a  necessary precondition to the Recoton merger and that the  Jensen  Board
limited potential purchasers to insiders.