1

OMD APPROVAL

OMD Number: 3235-0145
Expires:  August 31, 1999
Estimated average burden
hours per response...14.90

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Emerson Radio Corp.
- -----------------------------------------
(Name of Issuer)
Common Stock
- -----------------------------------------
(Title of Class Securities)
291087203
- -----------------------------------------
(CUSIP Number)
December 31, 1997
- -----------------------------------------
(Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/X/ Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).

Page   1   of  5  Pages
 2

CUSIP NO. 291087203     13G

1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Grace Brothers, Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/  /
(b)/  /

3 SEC USE ONLY

4 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois Limited Partnership

              5 SOLE VOTING POWER
NUMBER OF       4,369,896 SHARES WHICH INCLUDES 4,290,019
SHARES          WHICH WOULD BE RECEIVED IF FILER WERE TO
                EXCHANGE ITS HOLDING OF THE COMPANY'S
                PREFERRED 'A' STOCK INTO COMMON STOCK AS OF
                DECEMBER 31, 1997
BENEFICIALLY  6 SHARED VOTING POWER
OWNED BY
EACH
REPORTING     7 SOLE DISPOSITIVE POWER
PERSON          4,369,896 SHARES WHICH INCLUDES 4,290,019
WITH            WHICH WOULD BE RECEIVED IF FILER WERE TO
                EXCHANGE ITS HOLDING OF THE COMPANY'S
                PREFERRED 'A' STOCK INTO COMMON STOCK AS OF
                DECEMBER 31, 1997
              8 SHARED DISPOSITIVE POWER


9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,369,896 SHARES

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*/  /

11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.6%

12 TYPE OF REPORTING PERSON*
BD

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Page   2   of   5   Pages

 3

Page   3   of  5   Pages

Item 1.
(a) Name of Issuer
Emerson Radio Corp.

(b) Address of Issuer's Principal Executive Offices
9 Entin Road, Parsippany, New Jersey 07054

Item 2.
(a) Name of Person Filing
Grace Brothers, Ltd.

(b) Address of Principal Business Office or, if none,
Residence
1560 Sherman Avenue, Suite 900
Evanston, IL 60201

(c) Citizenship
Illinois Limited Partnership

(d) Title of Class of Securities
Common Stock

(e) Cusip Number
291087203

Item 3. If this statement is filed pursuant to Section
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a) /X/ Broker or dealer registered under section 15 of the
Act(15 U.S.C. 78o).
(b) / / Bank as defined in section 3(a)(6) of he Act
(15 U.S.C. 78c).
(c) / / Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C.  78c).
(d) / / Investment company registered under section 8 of the
Investment company Act of 1940 (15 U.S.C. 80a-8).
(e) / / An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) / / An employee benefit plan or endowment fund in
accordance with Section 240.13d-1(b)(1)(ii)(F);
(g) / / A parent holding company or control person in
accordance with Section 240.13d-1(b)(1)(ii)(G);
(h) / / A savings associations as defined in Section 3(b) of
the Federal Deposit insurance Act (12 U.S.C. 1813);
(i) / / A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) / / Group, in accordance with Section 240.13d-
1(b)(1)(ii)(J).

Item 4. Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.

(a) Amount Beneficially Owned
4,369,896 shares which includes 4,290,019 which would be
received if filer were to exchange its holding of the
company's Preferred 'A' stock into common stock as of
December 31, 1997.

(b) Percent of Class
8.6%

(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
4,369,896 shares which includes 4,290,019 which would be
received if filer were to exchange its holding of the
company's Preferred 'A' stock into common stock as of
December 31, 1997.


(ii) shared power to vote or to direct the vote
none

(iii) sole power to dispose or to direct the vote
4,369,896 shares which includes 4,290,019 which would be
received if filer were to exchange its holding of the
company's Preferred 'A' stock into common stock as of
December 31, 1997.

(iv) shared power to dispose or to direct the disposition of
none

Item 5. Ownership of Five Percent or Less of a Class
Not Applicable



Page   4   of  5   Pages

Item 6. Ownership of More than Five Percent of Behalf of
Another Person.
None

Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company

Reporting person is not a parent holding company.

Item 8. Identification and Classification of Member of the
Group

Not applicable.

Item 9. Notice of Dissolution of Group

Reporting person is not filing notice of dissolution of a
group.

Item 10. Certification
(a) The following certification shall be included if the
statement is filed pursuant to Section 240.13d-1(b):

By signing below Grace Brothers, Ltd. certifies that, to the
best of its knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course of
business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in
any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: May 12, 1998

Bradford T. Whitmore

By:/s/ Bradford T. Whitmore
   ------------------------
   Bradford T. Whitmore
   General Partner
   Grace Brothers, Ltd.