8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): June 28, 2005

                               EMERSON RADIO CORP.
               (Exact Name of Registrant as Specified in Charter)

         Delaware                      0-25226                 22-3285224
         --------                      -------                 ----------
     (State Or Other                 (Commission              (IRS Employer
Jurisdiction Of Incorporation)       File Number)           Identification No.)


                9 Entin Road, Parsippany, New Jersey               07054
                ------------------------------------               -----
                (Address of Principal Executive Offices)         (Zip Code)

       Registrant's telephone number, including area code: (973) 884-5800

                                 Not Applicable
                                 --------------
            (Former Address, if changed since Last Report) (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))










ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On June 28, 2005, Emerson Radio Corp. ("Emerson"), together with certain of its
direct and indirect subsidiaries, entered into a $42.5 million Amended and
Restated Revolving Credit and Term Loan Agreement (the "Loan Agreement") with
PNC Bank, National Association, a member of The PNC Financial Services Group,
Inc. and Sovereign Bank, with PNC Bank acting as agent for the lenders. The new
three year facility consists of a $35 million Senior Secured Revolving Credit
Facility (the "Revolver") and a $7.5 million Senior Secured Term Loan (the "Term
Loan"). The Revolver replaces a $25 million Senior Secured Revolving Credit
Facility that was due to expire on June 30, 2005. The Revolver provides for
revolving loans which, in the aggregate, are not to exceed the lesser of $35
million or a "Borrowing Base" amount based on specified percentages of eligible
accounts receivable and inventory and bears interest ranging from the Base Rate
(which is the higher of PNC Bank's prime rate or .50% over the federal funds
open rate) to the Base Rate plus 1.50% or, at Emerson's election, the current
Eurodollar Rate (which is essentially the LIBOR rate) plus 1.50% to the
Eurodollar Rate plus 3.00%, depending on the ratio of Senior Funded Debt to
EBITDA (as those terms are defined in the Loan Agreement). The Term Loan was
satisfied in full as of July 1, 2005. Pursuant to the Loan Agreement, Emerson
will be restricted from, among other things, paying cash dividends, repurchasing
its common stock except under certain circumstances and entering into certain
transactions without the lenders' prior consent. In addition, the Loan Agreement
contains financial covenants, including certain net worth and leverage
covenants. Amounts outstanding under the Loan Agreement are secured by
substantially all of Emerson's assets, other than intellectual property.

On June 29, 2005, Emerson issued the press release attached to this Current
Report on Form 8-K as Exhibit 99.1. The above description of the terms and of
the Loan Agreement is qualified in its entirety by the Loan Agreement, which was
filed on June 29, 2005, as Exhibit 10.27.4 to Emerson's Annual Report on Form
10-K for the fiscal year ended March 31, 2005.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits

         Exhibit 10.1 - Amended and Restated Revolving Credit and Term Loan
Agreement dated as of June 27, 2005, among Emerson Radio Corp., Emerson Radio
Macao Commercial Offshore Limited, Majexco Imports, Inc., Emerson Radio (Hong
Kong) Ltd., and Emerson Radio International Ltd. (as Borrowers), PNC Bank,
National Association and Sovereign Bank (as Lenders) and PNC Bank, National
Association (as Agent) (incorporated by reference to Exhibit 10.27.4 to
Emerson's Annual Report on Form 10-K for the fiscal year ended March 31, 2005).

         Exhibit 99.1 - Press release dated June 29, 2005 (the following Exhibit
is furnished as part of this Current Report on Form 8-K).







                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                          EMERSON RADIO CORP.


                                          By: /s/ Guy A. Paglinco
                                             ----------------------------------
                                           Name: Guy A. Paglinco
                                           Title: Vice President and Chief
                                           Financial Officer

Dated:  July 5, 2005

EX-99.1

EXHIBIT 99.1


[EMERSON LOGO]

================================================================================
                               NEWS & INFORMATION
- --------------------------------------------------------------------------------

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

CONTACT:    EMERSON RADIO CORP.           OR:     INVESTOR RELATIONS:
            Guy A. Paglinco                       Robert Maffei
            Vice President,                       Investor Relations Manager
            Chief Financial Officer               (973) 428-2098
            (973) 428-2413

                                                  EPOCH FINANCIAL GROUP, INC.
                                                  Victor Thompson or
                                                  Todd Atenhan
                                                  (888) 917-5105

Wednesday, June 29, 2005


                              FOR IMMEDIATE RELEASE
                              ---------------------


   EMERSON RADIO CORP. COMPLETES THREE YEAR $42.5 MILLION FINANCING AGREEMENT

PARSIPPANY, N.J. - June 28, 2005 - Emerson Radio Corp. (AMEX:MSN) announced
today it has extended and increased its credit facility with a syndicate led by
PNC Bank, National Association, a member of The PNC Financial Services Group,
Inc. The new three year facility consists of a $35 million Senior Secured
Revolving Credit Facility ("Revolver") and a $7.5 million Senior Secured Term
Loan ("Term Loan"), totaling $42.5 million. The new Revolver replaces a $25
million Senior Secured Revolving Credit Facility, which was due to expire on
June 30, 2005. Proceeds from the new credit facility will be used for general
corporate purposes, working capital needs, and share repurchases.

"We are very pleased with this successful refinancing and the high level of
support from our banks, led by PNC Bank. The additional borrowing capacity will
provide us with substantial liquidity and the flexibility to support our
strategic plans," said Geoffrey P. Jurick, Chairman & Chief Executive Officer of
Emerson Radio Corp.




Emerson Radio News Release                                               Page 2


PNC Bank, N.A. is a member of The PNC Financial Services Group, Inc. [NYSE:
PNC]. PNC is one of the nation's largest diversified financial services
organizations, providing consumer and business banking; specialized services for
corporations and government entities, including corporate banking, real estate
finance and asset-based lending; wealth management; asset management and global
fund services.

Emerson Radio Corp. (AMEX:MSN), founded in 1948, is headquartered in Parsippany,
N.J. The Company designs, markets and licenses, throughout the world, full lines
of televisions and other video products, microwaves, clocks, radios, audio and
home theater products. Its 53.2% owned subsidiary, Sport Supply Group, Inc.
(OTC:SSPY) is a direct marketer of sports-related equipment and leisure products
to the institutional market, including schools, colleges, universities,
government agencies, military facilities, athletic clubs, athletic teams and
dealers, youth sports leagues and recreational organizations. Emerson's web site
is www.emersonradio.com

This release contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current knowledge, assumptions,
judgment and expectations regarding future performance or events. While these
statements reflect the Company's current beliefs and are based on assumptions
that the Company believes are reasonable, they are subject to uncertainties and
risks that could cause actual results to differ materially from anticipated
results. These risks and uncertainties are detailed from time to time in the
Company's reports as filed with the Securities and Exchange Commission. The
Company assumes no obligation to update the information contained in this news
release.