-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 RJXGqOxSXoN9hu4/FLMUxEzOAXnjav301KXwNbnIc+vq05JFWan92POnH90E/5PD
 sImY5lnAHq14aGp5X5N87Q==

<SEC-DOCUMENT>0001125282-06-000539.txt : 20060202
<SEC-HEADER>0001125282-06-000539.hdr.sgml : 20060202
<ACCEPTANCE-DATETIME>20060202155317
ACCESSION NUMBER:		0001125282-06-000539
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060131
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060202
DATE AS OF CHANGE:		20060202

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMERSON RADIO CORP
		CENTRAL INDEX KEY:			0000032621
		STANDARD INDUSTRIAL CLASSIFICATION:	HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651]
		IRS NUMBER:				223285224
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0402

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-07731
		FILM NUMBER:		06573627

	BUSINESS ADDRESS:	
		STREET 1:		NINE ENTIN RD
		STREET 2:		PO BOX 430
		CITY:			PARSIPPANY
		STATE:			NJ
		ZIP:			07054-0430
		BUSINESS PHONE:		9738845800

	MAIL ADDRESS:	
		STREET 1:		NINE ENTIN RD
		CITY:			PARSIPPANY
		STATE:			NJ
		ZIP:			07054

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MAJOR ELECTRONICS CORP
		DATE OF NAME CHANGE:	19770921
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>b411446_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       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 31, 2006

                               EMERSON RADIO CORP.
               (Exact Name of Registrant as Specified in Charter)

           Delaware                 0-25226                 22-3285224
           --------                 -------                 ----------
      (State Or Other             (Commission             (IRS Employer
        Jurisdiction             Of File 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 Address, if changed since Last Report) (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


                                      -1-

<PAGE>



ITEM 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

         On January 31, 2006, Emerson Radio Corp. expanded the size of its Board
of Directors and approved the appointment of Eduard Will to fill the newly
created position. Emerson also announced that Mr. Will has been named to the
Audit Committee of Emerson's Board of Directors. Mr. Will has more than 37 years
experience as a merchant banker, senior advisor and as a director of various
public and private companies. Presently, Mr. Will is serving on the Board of
Directors or acting as Senior Adviser to: Koolconnect Technologies Inc.; Wasatch
Photonics Inc.; Ithaca Technologies LLC; T & W Electronics Co., Darby Overseas
and Integrated Data Corporation.

         A copy of the press release announcing the appointment of Mr. Will as a
director of Emerson is being filed with this Current Report on Form 8-K as
Exhibit 99.1.

ITEM 8.01         OTHER EVENTS

         On January 31, 2006, Emerson appointed Eduard Will to its Board of
Directors and Audit Committee. As a result of the appointment of Mr. Will,
Emerson's Audit Committee is now comprised of three independent directors in
compliance with the requirements of Section 121(B)(2) of the rules of the
American Stock Exchange.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)      Exhibits

         Exhibit 99.1 - Press Release, dated February 2, 2006




                                      -2-

<PAGE>



                                    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/ Guy A. Paglinco
                                          ------------------------------------
                                        Name:  Guy A. Paglinco
                                        Title: Vice President and Chief
                                        Financial Officer

Dated:  February 2, 2006




                                      -3-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>b411446ex99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>
                                                                    Exhibit 99.1

[EMERSON LOGO]
- --------------------------------------------------------------------------------




                               NEWS & INFORMATION
- --------------------------------------------------------------------------------

FOR:         EMERSON RADIO CORP.
             9 Entin Road
             Parsippany, NJ 07054-0430

CONTACT:     EMERSON RADIO CORP.           OR:     INVESTOR RELATIONS:
             Guy A. Paglinco                       Robert Maffei
             Vice President,                       Investor Relations Manager
             Chief Financial Officer               (973) 428-2098
             (973) 428-2413

                                                   EPOCH FINANCIAL GROUP, INC.
                                                   Victor Thompson or
                                                   Todd Atenhan
                                                   (888) 917-5105

February 2, 2006



                              FOR IMMEDIATE RELEASE


       EMERSON RADIO CORP. APPOINTS EDUARD WILL TO ITS BOARD OF DIRECTORS

           FILLS VACANCY ON AUDIT COMMITTEE TO REGAIN AMEX COMPLIANCE

PARSIPPANY, NJ - February 2, 2006 -- Emerson Radio Corp. (AMEX: MSN) announced
today that it has expanded its Board of Directors to six members and approved
the appointment of Eduard Will to serve on Emerson's Board of Directors. In
addition, Mr. Will was appointed to fill the vacancy on Emerson's Audit
Committee.

Commenting on the appointment of Mr. Will to the Company's Board of Directors,
Geoffrey P. Jurick, Chairman & Chief Executive Officer of Emerson Radio said, "I
am very pleased to welcome Eduard Will as an independent director of Emerson
Radio Corp. Mr. Will's global business experience and financial knowledge will
be very helpful to us in expanding our business into new product lines and
geographic territories.

Mr. Will brings a successful career record of more than 37 years as a merchant
banker, senior advisor and as a director of various public and private
companies. Presently, Mr. Will is serving on the Board of Directors or acting as
Senior Adviser to: Koolconnect Technologies Inc.; Wasatch Photonics Inc.; Ithaca
Technologies LLC; T & W Electronics Co., Darby Overseas and Integrated Data
Corporation.

<PAGE>

As a result of the appointment of Mr. Will, Emerson's Audit Committee is now
comprised of three independent directors in compliance with the requirements of
Section 121(B)(2) of the AMEX rules, each of whom satisfies the independence
standards set forth in Section 121A of the AMEX rules and Rule 10A-3 of the
Securities and Exchange Act of 1934. As previously announced, Emerson was
notified by The American Stock Exchange that it was not in compliance with the
AMEX rule as a result of the untimely death of Robert H. Brown, Jr., a former
Director and Audit Committee member of Emerson, in August 2005.

Emerson Radio Corp. (AMEX:MSN - News), founded in 1948, is headquartered in
Parsippany, N.J. The Company designs, markets and licenses, throughout the
world, full lines of televisions and other video products, microwave ovens,
clocks, clock radios, audio and home theater products.

This release contains "forward-looking statements" made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements reflect management's current knowledge, assumptions,
judgment and expectations regarding future performance or events. Although
management believes that the expectations reflected in such statements are
reasonable, they give no assurance that such expectations will prove to be
correct and you should be aware that actual results could differ materially from
those contained in the forward-looking statements. Forward-looking statements
are subject to a number of risks and uncertainties, including the risk factors
detailed in the Company's reports as filed with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the year ended March
31, 2005. The Company assumes no obligation to update the information contained
in this news release.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
