PROSPECTUS SUPPLEMENT
(To Prospectus dated May 19, 1994)
55,100 Shares
ZENITH ELECTRONICS CORPORATION
Common Stock
($1.00 par value)
____________________________
Pursuant to a Sales Agency Agreement dated March 16, 1994, as amended
on May 20, 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,
55,100 shares of Common Stock pursuant to ordinary brokers' transactions
on the New York Stock Exchange and/or the Chicago Stock Exchange.
Pricing Period: July 30, 1994 through August 3, 1994
Common Stock sold: 36,000 Average Market Price Shares
19,100 Additional Shares
55,100 Total Shares sold
High and low sales prices of
Average Market Price Shares
sold during Pricing Period: $ 9.125 $ 8.875
Average Market Price: $ 9.00
Net Proceeds to Company
for Average Market Price Shares: $ 305,370
Total Net Proceeds to Company: $ 475,195
Compensation to Kidder, Peabody
for Average Market Price Shares: $ 18,130
Total Compensation to Kidder,
Peabody: $ 20,518
On August 3, 1994, the last reported sales price of the Common Stock on the
New York Stock Exchange was $8.875 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 August 4, 1994
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USE OF PROCEEDS
The net proceeds ($475,195 before expenses) received by the Company
from the sale of the 55,100 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.
ADDITIONAL SALES OF COMMON STOCK
The Company initially registered 5,000,000 shares of Common Stock
pursuant to the Registration Statement, as amended (the "Registration
Statement"), to which the Prospectus dated May 19, 1994 (the "Prospectus")
is a part and to which this Prospectus Supplement relates. To date, the
Company has sold all 4,400,000 shares of Common Stock registered pursuant
to the Registration Statement for sale pursuant to a Sales Agency Agreement,
as amended, between the Company and Kidder, Peabody, as exclusive agent of
the Company, pursuant to ordinary brokers' transactions on the New York
Stock Exchange. The Company currently intends to sell the remaining 600,000
shares of Common Stock in one or more transactions (other than in at-the-
market equity offering(s)) as described in "Plan of Distribution" in the
Prospectus.
