PROSPECTUS SUPPLEMENT
(To Prospectus dated May 19, 1994)
270,900 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,
270,900 shares of Common Stock pursuant to ordinary brokers' transactions
on the New York Stock Exchange and/or the Chicago Stock Exchange.
Pricing Period: May 25, 1994 through May 29, 1994
Common Stock sold: 36,000 Average Market Price Shares
234,900 Additional Shares
270,900 Total Shares sold
High and low sales prices of
Average Market Price Shares
sold during Pricing Period: $ 10.00 $ 9.25
Average Market Price: $ 9.70833
Net Proceeds to Company
for Average Market Price Shares: $ 329,404
Total Net Proceeds to Company: $ 2,564,379
Compensation to Kidder, Peabody
for Average Market Price Shares: $ 18,096
Total Compensation to Kidder,
Peabody: $ 51,821
On May 27, 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.
_______________
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 May 31, 1994
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USE OF PROCEEDS
The net proceeds ($2,564,379 before expenses) received by the Company
from the sale of the 270,900 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.
