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): February 14, 2006

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

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

                   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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On February 14, 2006, Emerson Radio Corp. (the "Registrant") issued a
press release regarding results for the quarter ended December 31, 2005. A copy
of this press release is being furnished as Exhibit 99.1 to this Current Report
on Form 8-K.

         The information in this report under Item 2.02 is being furnished
pursuant to Item 2.02 of Form 8-K, insofar as it discloses historical
information regarding the Registrant's results of operations and financial
condition as of, and for the quarter ended December 31, 2005. In accordance with
General Instructions B.2 of Form 8-K, the information in this Current Report on
Form 8-K under Item 2.02, including Exhibit 99.1, shall not be deemed "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liability of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, except as shall be expressly set forth by specific reference in such
a filing.

Forward Looking Statements

This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, such as the Registrant's
expected revenues for the fiscal year ending March 31, 2006. Forward-looking
statements typically are identified by use of terms such as "may," "will,"
"should," "plan," "expect," "anticipate," "estimate" and similar words, although
some forward-looking statements are expressed differently. Forward-looking
statements represent our management's judgment regarding future events. Although
the Registrant believes that the expectations reflected in such forward-looking
statements are reasonable, the Registrant can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this Current Report on Form 8-K are forward-looking
statements. The Registrant cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Registrant's actual results could
differ materially from those contained in the forward-looking statements due to
a number of factors, including the statements under "Risk Factors" contained in
the Registrant's reports filed with the Securities and Exchange Commission.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits

As described above, the following Exhibit is furnished as part of this Current
Report on Form 8-K:

         Exhibit 99.1 - Press release dated February 14, 2006


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                                    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: February 14, 2006


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