PROSPECTUS SUPPLEMENT
(To Prospectus dated March 15, 1994)
172,000 Shares
ZENITH ELECTRONICS CORPORATION
Common Stock
($1.00 par value)
____________________________
Pursuant to a Sales Agency Agreement dated March 16, 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, 172,000 shares of Common
Stock pursuant to ordinary brokers' transactions on the New York Stock
Exchange and/or the Chicago Stock Exchange.
Pricing Period: May 15, 1994 through May 19, 1994
Common Stock sold: 24,000 Average Market Price Shares
148,000 Additional Shares
172,000 Total Shares sold
High and low sales prices of
Average Market Price Shares
sold during Pricing Period: $ 9.00 $ 8.50
Average Market Price: $ 8.78125
Net Proceeds to Company
for Average Market Price Shares: $ 198,632
Total Net Proceeds to Company: $ 1,490,757
Compensation to Kidder, Peabody
for Average Market Price Shares: $ 11,868
Total Compensation to Kidder,
Peabody: $ 30,368
On May 19, 1994, the last reported sales price of the Common Stock on the
New York Stock Exchange was $9.50 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 23, 1994
<PAGE>
USE OF PROCEEDS
The net proceeds ($1,490,757 before expenses) received by the Company
from the sale of the 172,000 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.
