PROSPECTUS SUPPLEMENT
(To Prospectus dated February 14, 1994)
785,800 Shares
ZENITH ELECTRONICS CORPORATION
Common Stock
($1.00 par value)
____________________________
Pursuant to a Sales Agency Agreement dated February 15, 1994, between
Zenith Electronics Corporation (the "Company") and Kidder, Peabody & Co.
Incorporated ("Kidder, Peabody"), the Company has sold, through Kidder,
Peabody, as exclusive agent of the Company, 785,800 shares of Common
Stock pursuant to ordinary brokers' transactions on the New York Stock
Exchange and/or the Chicago Stock Exchange.
The compensation to Kidder, Peabody with respect to the sales of Average
Market Price Shares for this Pricing Period was computed on a weighted
average basis (weighted in accordance with the number of Average Market
Price Shares sold during each trading day). If the compensation to Kidder,
Peabody had not been calculated on a weighted basis, the compensation to
Kidder, Peabody with respect to the sales of Average Market Price Shares
would have been $44,599, representing an amount that is $9,191 greater than
the compensation actually paid to Kidder, Peabody; the right to such
additional amount was waived by Kidder, Peabody.
Pricing Period: February 19, 1994 through February 23, 1994
Common Stock sold: 48,000 Average Market Price Shares
737,800 Additional Shares
785,800 Total Shares sold
High and low sales prices of
Average Market Price Shares
sold during Pricing Period: $ 11.875 $ 10.50
Average Market Price (weighted): $ 11.484375
Net Proceeds to Company
for Average Market Price Shares: $ 519,554
Total Net Proceeds to Company: $ 8,600,654
Compensation to Kidder, Peabody
for Average Market Price Shares: $ 35,408
Total Compensation to Kidder,
Peabody: $ 194,858
On February 23, 1994, the last reported sales price of the Common Stock on the
New York Stock Exchange was $12.00 per share.
The shares of Common Stock have been listed on the New York Stock Exchange.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
_______________
The date of this Prospectus Supplement is March 1, 1994
<PAGE>
USE OF PROCEEDS
The net proceeds ($8,600,654 before expenses) received by the Company
from the sale of the 785,800 shares of Common Stock will be used to repay
short-term borrowings and other amounts payable under the Company's Credit
Agreement.
