UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING SEC FILE NUMBER__0-25226__
CUSIP NUMBER_291-087-203__
(Check One): __ Form 10-K __Form 20-F __Form 11-K _X_Form 10-Q __Form N-SAR
For Period Ended: __6/30/96________________________
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:___________________
Read Instructions (on back page) Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
______________EMERSON RADIO CORP.________________________________
Full Name of Registrant
_________________________________________________________________
Former Name if Applicable
_____________9 ENTIN ROAD________________________________________
Address of Principal Executive Office (Street and Number)
_____________PARSIPPANY, NEW JERSEY 07054________________________
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
_X_ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period. (Attach Extra Sheets if Needed)
As a result of the status of certain legal proceedings, the full completion
of the Quarterly Report on Form 10-Q could not be provided within the
prescribed time period without unreasonable effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
______EUGENE I. DAVIS______ ___(201)___ ____428-2000_____
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period
that the registrant was required to file such reports) been filed? If
answer is no, identify reports(s). __X__Yes _____No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statement to be included in the subject report or portion
thereof? __X__Yes _____No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
* See attached Addendum.
___________________EMERSON RADIO CORP.__________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date_______AUGUST 15, 1996______ By__/S/ EUGENE I. DAVIS_____
Eugene I. Davis, President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatement or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
<PAGE>
Addendum to Part IV(3)
As a result of continued weak consumer demand and the increased level
of price competition, the Registrant anticipates reporting a reduction in
sales and an increase in the loss for the fiscal quarter ended June 30,
1996 as compared to the fiscal quarter ended June 30, 1995. As a result of
the status of certain legal proceedings, the Registrant is unable to
provide a reasonable estimate of the results for the quarter being reported
on.
