Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2009, Michael A.B. Binney resigned as a director of Emerson Radio Corp. (the "Company"). Mr. Binney did not serve on any committees of the Board of Directors of the Company at the time of his resignation.
A copy of the press release announcing the resignation of Mr. Binney is being filed with this Current Report on Form 8-K as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit 99.1 - Press Release dated February 5, 2009.

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