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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): February 17, 2004

EMERSON RADIO CORP.

(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State Or Other
Jurisdiction Of
Incorporation)
  0-25226
(Commission
File Number)
  22-3285224
(IRS Employer
Identification No.)
     
9 Entin Road, Parsippany, New Jersey
(Address of Principal Executive Offices)
  07054
(Zip Code)

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

Not Applicable
(Former Address, if changed since Last Report) (Zip Code)

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Item 7. Financial Statements and Exhibits.
Item 12. Results of Operations and Financial Condition.
SIGNATURE
EXHIBIT INDEX
Press Release


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Item 7. Financial Statements and Exhibits.

     (c) Exhibits

As described in Item 12 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:

     Exhibit 99.1 – Press release dated February 17, 2004

Item 12. Results of Operations and Financial Condition.

On February 17, 2004, the Company issued a press release regarding results for the third quarter ended December 31, 2003. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K and the press release attached hereto are being furnished by the Company pursuant to Item 12 of Form 8-K, insofar as they disclose historical information regarding the Company’s results of operations and financial condition as of, and for the third quarter ended, December 31, 2003.

In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

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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.
 
 
  By:   /s/ Kenneth A. Corby    
    Name:   Kenneth A. Corby   
Dated: February 17, 2004    Title:   Executive Vice President and Chief Financial Officer   
 

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EXHIBIT INDEX

         
Exhibit No.
      Description
Exhibit 99.1
  -   Press release dated February 17, 2004