EXHIBIT 5(a)


FOR FURTHER INFORMATION:
John Walker, Chief Financial Officer
(972) 406-7108

FOR IMMEDIATE RELEASE

EMERSON  RADIO  CORP.  ANNOUNCES  13D  PROPOSAL  BY  OAKTREE  CAPITAL TO ACQUIRE
MAJORITY INTEREST

PROPOSAL INCLUDES FUNDS FOR BOND REDEMPTION,  WORKING CAPITAL AND OTHER POSSIBLE
FINANCIAL RESTRUCTURINGS


Parsippany,  NJ - December 18, 1998 - Emerson Radio Corp.  (AMEX: MSN) announced
today that Oaktree Capital  Management,  LLC, an $11 billion private  investment
partnership  and Kenneth  Grossman,  an investor in undervalued  securities (the
"Investors") have submitted a proposal to acquire more than 29 million shares of
common  stock owned by Geoffrey P.  Jurick,  the  Chairman  and Chief  Executive
Officer of Emerson, for $.50 per share in cash (or $14,576,270).

The 29 million  shares  constitute  approximately  60% of  Emerson's  issued and
outstanding common stock and are pledged to certain creditors of Mr. Jurick (the
"Creditors")  pursuant to a  Settlement  Agreement.  In  addition,  the proposal
contemplates  that the Investors will (i) effect a  recapitalization  of Emerson
that will provide cash proceeds  sufficient to permit  Emerson to repurchase any
of Emerson's 8.5% Convertible Senior Subordinated Debentures,  due 2002 that are
validly put to Emerson at 100% of face value plus  accrued  interest as a result
of the change in control  attributable  to consummation of the proposal and (ii)
will replace or renegotiate,  if necessary,  Emerson's working capital facility.
Oaktree  stated  that it has the  resources  to fund and  execute  the  proposed
acquisition and would not require financing as a condition to closing.

The proposal is described  in a Schedule  13D filed by the  Investors  that also
states that the Creditors have advised the Investors that they will recommend to
the  Court  presiding  over  the  Settlement  Agreement  that the  Investors  be
permitted to commence a due diligence  investigation  of Emerson.  The Investors
stated they do not currently  anticipate changing Emerson's operating management
or its strategic course.  The closing of the proposed  transaction is subject to
certain conditions set forth in the proposal. If this proposal is successful the
Investors will have in excess of $26 million invested in Emerson.

"Oaktree's   investment  in  Emerson's   securities   clearly   indicates  their
recognition that the common stock is significantly undervalued at today's market
price",  stated  Geoffrey P.  Jurick,  Chairman and Chief  Executive  Officer of
Emerson. "Emerson is fully aware of this undervaluation and recently repurchased
approximately  2,774,000  shares of common stock  pursuant to its ongoing  stock
repurchase program."




The Schedule 13D also discloses the Investors have  increased  their  beneficial
ownership  in  Emerson's  common  shares  from 5.7% to 6.7% as a result of their
ownership  of   $13,889,000  in  principal   amount  of  Emerson's   convertible
debentures.  The outstanding principal amount of the debentures is approximately
$20,750,000.  The debentures  are  convertible  into shares of Emerson's  common
stock at a rate of approximately $4 per share.

EMERSON RADIO CORP. is  headquartered  in  Parsippany,  New Jersey.  The Company
designs,  markets and licenses,  throughout the world, full lines of televisions
and other video products,  microwave ovens, audio products,  telephones and home
theater  products.  Emerson  Radio also has a minority  interest in Sport Supply
Group,  Inc.,  which markets its products through  specifically  targeted direct
mail catalogs.

This  press   release,   other  than  the   historical   information,   contains
forward-looking statements that involve risks and uncertainties. These risks and
uncertainties  are detailed from time to time in the Company's  filings with the
Securities and Exchange Commission, including the Company's Reports on Form 10-K
and Form 10-Q.  Actual results may vary materially  from those stated  depending
upon a number of  factors,  including  but not limited  to,  product  supply and
demand, price competition,  success of licensing arrangements, and the Company's
ability to develop new  products and  competition  from  companies  with greater
resources.