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): March 30, 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))


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ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
            DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

         On March 30, 2006, the Board of Directors of Emerson Radio Corp. (the
"Company") appointed Adrian Ma as the Chairman of the Board of Directors and
Chief Executive Officer of the Company. Mr. Ma, 61, is presently a director of
The Grande Holdings Limited ("Grande"), a Hong Kong based group of companies
engaged in a number of businesses including the manufacture, sale and
distribution of audio, video and other consumer electronics and video products.
Grande is currently the holder of approximately 38.5% of the outstanding shares
of the Company. Mr. Ma has served as a director of Grande since January 15, 1999
and has more than 30 years experience as an Executive Chairman, Executive
Director and Managing Director of various organizations focused primarily in the
consumer electronics industry. He is also Director of Lafe Technology Ltd., Vice
Chairman and Managing Director of Ross Group Inc. and Deputy Chairman of Sansui
Electronics Co. Ltd. Mr. Ma has also been appointed to the "Office of the
Chairman," created by the Board of Directors of the Company in order to maximize
the strategic alliance between Grande and the Company. The other members of the
"Office of the Chairman" are Mr. Jurick, Eduard Will, the Chairman of Emerson's
Audit Committee, and Michael A.B. Binney, Grande's Chief Financial Officer.

         Geoffrey P. Jurick, the Company's President and current Chairman and
Chief Executive Officer, confirmed his resignation as Chairman and Chief
Executive Officer of the Company as of March 30, 2006, the date Mr. Ma was
appointed as Mr. Jurick's successor. Mr. Jurick will continue to serve as a
director and the President of the Company.

         On March 30, 2006, the Board of Directors of the Company approved the
appointment of Greenfield Pitts as an independent director of the Company,
bringing the number of independent directors to five. Mr. Pitts has a 30-year
background in international banking and was associated with Wachovia Bank, the
Company's present lender, for more than 25 years, with assignments in London,
Atlanta and Hong Kong.

         A copy of the press release announcing the appointment of Mr. Ma as
Chairman of the Board and Chief Executive Officer of the Company, the
resignation of Mr. Jurick from those positions, and the appointment of Mr. Pitts
as a director is being filed with this Current Report on Form 8-K as Exhibit
99.1.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (d)      Exhibits

         Exhibit 99.1 - Press Release dated April 4, 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:  April 5, 2006



                                      -3-

EX-99.1

Exhibit 99.1


[EMERSON LOGO]
- --------------------------------------------------------------------------------

                                NEWS & INFORMATION

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[GRAPHIC OMITTED]




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

April 4, 2006



                              FOR IMMEDIATE RELEASE


                    EMERSON RADIO CORP. APPOINTS ADRIAN MA AS
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

             GEOFFREY P. JURICK TO REMAIN AS PRESIDENT AND DIRECTOR

     EMERSON RADIO CORP. APPOINTS GREENFIELD PITTS TO ITS BOARD OF DIRECTORS


PARSIPPANY, NJ - April 4, 2006 -- Emerson Radio Corp. (AMEX: MSN) announced
today the appointment of Adrian Ma as its Chairman and Chief Executive Officer,
succeeding Geoffrey P. Jurick, who will continue as President and as a director
of the Company.

Mr. Ma, presently the Managing Director of The Grande Holdings Limited
("Grande"), the holder of approximately 38.5% of the outstanding shares of
Emerson. Mr. Ma brings to his new position a successful career of more than 30
years as an Executive Chairman, Executive Director and Managing Director of
various organizations focused primarily in the consumer electronics industry.
Presently, he serves as a Director of Lafe Technology Ltd., Chairman and
Managing Director of Ross Group plc and Deputy Chairman of Sansui Electric Co.
Ltd.

Emerson also announced the appointment of Mr. Greenfield Pitts as a director.
Mr. Pitts brings an international banking background of more than 30 years to
Emerson's Board and was associated with Wachovia Bank, Emerson's present lender,
for more than 25 years, with assignments in London, Atlanta and Hong Kong.

Emerson further announced that, in order to maximize the strategic alliance
between Grande and Emerson, the Board has created the "Office of the Chairman"
to be comprised of Messrs. Ma and Jurick, as well as directors Eduard Will, the
Chairman of Emerson's Audit Committee, and Michael A. B. Binney, Grande's Chief
Financial Officer. In this way, the Company expects to facilitate and promote
continuity, growth and cooperation between the two organizations.

Mr. Ma commented "I want to thank Mr. Jurick for his remarkable dedication and
efforts in managing Emerson, and his commitment to continue such efforts by
remaining active in the Company's day to day activities. With the addition of
Mr. Pitts to the Board, and his international banking experience, and the
substantial resources that the alliance with Grande has to offer, Emerson can
embark on a truly global expansion."

Mr. Ma continued "I am excited about the potential strategic alliance that is
developing between the two companies and the possibilities that we hope to
explore through the Office of the Chairman, which exemplifies the cooperative
efforts between Emerson and Grande. With Emerson's strong North American brand
recognition and Grande's presence in the Far East and Europe, its manufacturing
expertise and its commitment to building a first class, global distribution
network, we hope to enhance Emerson's business worldwide."

Emerson Radio Corp. (AMEX:MSN - News), 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, microwave ovens,
clocks, clock radios, audio and home theater products.

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. Although
management believes that the expectations reflected in such statements are
reasonable, they give no assurance that such expectations will prove to be
correct and you should be aware that actual results could differ materially from
those contained in the forward-looking statements. Forward-looking statements
are subject to a number of risks and uncertainties, including the risk factors
detailed in the Company's reports as filed with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended March
31, 2005. The Company assumes no obligation to update the information contained
in this news release.