SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                       January 5, 1999 (December 18, 1998)



                               Emerson Radio Corp.
             (Exact name of registrant as specified in its charter)



    Delaware                          0-25226                   22-3285224
(State or other                   (Commission File             (IRS Employer
jurisdiction of                       Number)                Identification No.)
incorporation)


                   9 Entin Road, Parsippany, New Jersey 07054
               (Address of principal executive offices) (Zip Code)


               Registrant's telephone number, including area code:
                                 (973) 884-5800


                                 Not Applicable
          (Former name or former address, if changed since last report)



Item 5.  Other Events

          Incorporated herein by reference is a press release attached hereto as
Exhibit  5(a) and  previously  released  by  Registrant  through  media  sources
concerning  a  proposal  for  the  acquisition  of a  majority  interest  in the
Company's common stock by Oaktree Capital Management, LLC.




                                 Exhibits Index:

         Description of Exhibit

         5(a)     Press Release




                                    SIGNATURE


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                                                     Emerson Radio Corp.




Date:  January 5, 1999                      By: /s/ Geoffrey P. Jurick
                                                    Geoffrey P. Jurick
                                                    Chairman of the Board,
                                                    Chief Executive Officer
                                                    and President