PROSPECTUS SUPPLEMENT
(To Prospectus dated May 19, 1994)
600,000 Shares
ZENITH ELECTRONICS CORPORATION
Common Stock
($1.00 par value)
____________________________
Pursuant to a Sales Agency Agreement dated August 19, 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, 600,000 shares of Common Stock to certain
investors at a negotiated price of $9.625 per share. The Company paid to
Kidder, Peabody a commission of $0.1875 per share. The total proceeds from the
sale of such shares of Common Stock was $5,775,000, the net proceeds to the
Company (before deducting expenses payable by the Company) was $5,662,500 and
total compensation to Kidder, Peabody was $112,500.
Including the sale of the 600,000 shares of Common Stock described in this
Prospectus Supplement, the Company has sold all 5,000,000 shares of Common
Stock registered under the Registration Statement of which the Prospectus
dated May 19, 1994 and this Prospectus Supplement are a part.
On August 22, 1994, the last reported sales price of the Common Stock on the
New York Stock Exchange was $9.75 per share.
The shares of Common Stock have been listed on the New York Stock Exchange.
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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 August 23, 1994
USE OF PROCEEDS
The net proceeds ($5,662,500 before expenses) received by the Company
from the sale of the 600,000 shares of Common Stock will first be used to
repay short-term borrowings and other amounts payable under the Company's
Credit Agreement and any remaining net proceeds will be used for other
general corporate purposes.
