As filed with the Securities and Exchange Commission on June 6, 1997
								
                                                     Registration No. 333
									
					
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                            ________________________

                        ZENITH ELECTRONICS CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                                      36-1996520
(State or other jurisdiction of           (I.R.S. employer Identification No.)
incorporation or organization)

                            1000 Milwaukee Avenue
                          Glenview, Illinois 60025
                 (Address of principal executive offices)

                      ZENITH ELECTRONICS CORPORATION
                    LONG-TERM EQUITY COMPENSATION PLAN
                          (Full title of the plan)

                             RICHARD F. VITKUS 
                           Senior Vice President, 
                       General Counsel and Secretary
                       Zenith Electronics Corporation
                           1000 Milwaukee Avenue
                         Glenview, Illinois 60025
                  (Name and address of agent for service)

                              (847) 391-7000
                     (Telephone number, including area
                        code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
 
------------------------------------------------------------------------------ 
| Title of |              |                  |                 |              |
|securities|              | Proposed maximum | Proposed maximum|   Amount of  |
|  to be   | Amount to be | offering price   |   aggregate     | registration |
|registered| registered   |   per share      | offering price  |     fee      |
|----------|--------------|------------------|-----------------|--------------|
|Common    | 3,000,000    |   $11.125(1)     | $33,375,000(1)  | $10,114(1)   |
|Stock,    |   shares     |                  |                 |              | 
|$1.00 par |              |                  |                 |              | 
|value     |              |                  |                 |              | 
|----------|--------------|------------------|-----------------|--------------|

 (1)	Estimated solely for the purpose of calculating the registration fee and, 
pursuant to Rule 457(h) under the Securities Act of l933, based upon the 
average of the high and low sale prices of Common Stock of the Registrant on 
the New York Stock Exchange on June 5, 1997.


								
                     THIS DOCUMENT CONSTITUTES PART OF
                     A PROSPECTUS COVERING SECURITIES
                        THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT
                         OF 1933, AS AMENDED


                     ZENITH ELECTRONICS CORPORATION
                   LONG-TERM EQUITY COMPENSATION PLAN


		This document relates to shares of common stock, par value 
$1.00 per share (the "Common Stock"), of Zenith Electronics Corporation 
("Zenith") which may be granted in the form of stock options, stock 
appreciation rights, restricted stock or performance units/shares to non-
employee directors and employees of the Company and its subsidiaries 
(collectively, the "Company") pursuant to the Long-Term Equity 
Compensation Plan (the "Plan").  This document may be used only in 
connection with offers and sales by Zenith of shares of Common Stock 
under the Plan and may not be used by participants in the Plan for reoffers 
or resales of shares of Common Stock.  Under the federal securities laws, 
persons who are deemed to be "affiliates" of Zenith are restricted in the 
resale of Common Stock owned by them.  See "Resale Restrictions" below.


                   DESCRIPTION OF THE PLAN

		In January 1997, Zenith's Board of Directors (the "Board") 
adopted the Plan subject to stockholder approval.  In May 1997, its 
stockholders approved the Plan which became effective on
April 23, 1997.

		The following summary of certain provisions of the Plan 
does not purport to be a complete statement of such provisions or their 
operation and is qualified in its entirety by reference to the Plan.  
Additional information about the Plan and the Plan administrators can be 
obtained from Richard F. Vitkus, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(telephone 847-391-8064).


		Purpose of the Plan.  The purpose of the Plan is to foster 
and promote the long-term financial success of the Company and increase 
stockholder value by (i) attracting, retaining and motivating employees and 
non-employee directors; (ii) linking the personal interests of participants to 
those of the Company's stockholders; (iii) motivating key personnel, by 
means of performance-related incentives, to achieve excellence in 
individual performance goals; and (iv) providing key employees with the 
opportunity to participate in the long-term growth and financial success of 
the Company.

		Duration.  All grants pursuant to the Plan must be made 
within ten years from April 23, 1997, the effective date of the Plan.  The 
Plan shall terminate on April 22, 2007, unless terminated prior thereto by 
the Board.  

		Participation.  Participation in the Plan is limited to selected 
employees of the Company and to non-employee directors of Zenith.  

		Administration of the Plan.  The Plan shall be administered 
by the Board of Directors or by a committee appointed by the Board 
consisting of at least two non-employee directors (the "Committee").  
Except as limited by law, the certificate of incorporation or the By-Laws of 
the Company, the Committee is authorized to interpret and administer the 
Plan, to select persons for participation in the Plan, to determine the type 
and size of awards under the Plan, to establish, amend or waive rules and 
regulations for the Plan's administration.  The Committee shall have the 
authority to delegate administrative duties to officers of the Company.

		Number of Shares Available for Grant.  The number of 
shares reserved for issuance to participants under the Plan shall be three 
million (3,000,000), no more than one million (1,000,000) of which may be 
granted in the form of restricted shares.  The Board or Committee shall 
determine the appropriate methodology for calculating the number of 
shares issued pursuant to the Plan.  Unless and until the Board determines 
that an award to a covered employee shall not be designed to comply with 
the performance-based exception, the following rules shall apply to grants 
of such awards under the Plan:

		(a)	Stock Options:  The maximum aggregate number of 
shares that may be granted in the form of stock options, pursuant to any 
award granted in any one fiscal year to any one single Participant shall be 
three hundred thousand (300,000).

		(b)	SARs:  The maximum aggregate number of shares 
that may be granted in the form of stock appreciation rights, pursuant to 
any award granted in any one fiscal year to any one single participant shall 
be three hundred thousand (300,000).

		(c)	Restricted Stock:  The maximum aggregate grant 
with respect to awards of restricted stock granted in any one fiscal year to 
any one participant shall be one hundred thousand (100,000) shares.

		(d)	Performance Units/Performance Shares:  The 
maximum aggregate payout (determined as of the end of the applicable 
performance period) with respect to award of performance units or 
performance shares granted in any one fiscal year to any one participant 
shall be equal to the value of three hundred thousand (300,000) shares.

		The number and prices of shares shall be adjusted to give 
effect to stock dividends, stock splits, or other relevant changes in 
capitalization.

		Amendment or Termination.  The Board may at any time 
alter, amend, suspend or terminate the Plan, except that no alteration, 
amendment, suspension or termination shall adversely affect in any material 
way any award previously granted without the written consent of the 
participant.

		Award Agreements.  Each award will be evidenced by an 
award agreement which may contain such provisions as the Committee 
approves, not inconsistent with this Plan.

                             STOCK OPTIONS

		Option Price.  The option price of any option granted under 
the Plan shall be not less than 100% of the fair market value at the time the 
option is granted.   

		Terms of Exercise.  No option may be exercisable more 
than ten years after the date of grant.  Options granted pursuant to the Plan 
may be exercised during the optionee's continued employment by the 
Company.  The Board or Committee shall determine in its discretion the 
extent to which a participant shall have the right to exercise an option 
following the termination of employment or directorship with the 
Company.

		Incentive Stock Options.  With respect to "incentive stock 
options" as defined in Section 422(b) of the Code, the aggregate fair 
market value (determined at the time the option is granted) of the Common 
Stock with respect to which incentive stock options are exercisable for the 
first time by such individual during any calendar year (under all plans of the 
Company) shall not exceed $100,000.

		Payment of Option Price.  Payment of the option price may 
be made in cash or in shares of Common Stock having a fair market value 
equal to the option price or a combination thereof.  The Board or 
Committee may allow cashless exercises as permitted by law.

		Non-Transferability.  Options are not transferable otherwise 
than by will or by the laws of descent and distribution and may be exercised 
during the lifetime of, and, only by the participant.  Options may not be 
pledged, assigned or hypothecated by the participant.

                      STOCK APPRECIATION RIGHTS

		Terms of Exercise.  Under the Plan, stock appreciation 
rights may be granted separately or in tandem with option grants either at 
the time of the option grant or subsequently.  Upon exercise, the holder of 
a stock appreciation right is entitled to receive the appreciation in market 
value of the Common Stock from the date of grant to the exercise date or, 
in the case of rights granted in tandem with options from the date of grant 
of the related option to the exercise date.  For example, if the option price 
per share of Common Stock is $10, and on the date of exercise of the stock 
appreciation right the fair market value per share is $15, then the holder 
would be entitled to the appreciation of $5 per share.  

		Payment of Appreciation Price.  The amount of appreciation 
is payable in cash, shares of Common Stock or in a combination of shares 
and cash, as determined by the Board or Committee. The number of shares 
payable to an optionee upon the exercise of stock appreciation rights is 
determined by dividing the aggregate amount of the appreciation of the 
rights being exercised by the optionee by the fair market value of a share of 
the Common Stock on the date of exercise.

		Cancellation of Tandem Options.  The exercise of a stock 
appreciation right granted in tandem with a stock option cancels the related 
stock option, and the exercise of a stock option cancels the related stock 
appreciation right. Stock appreciation rights shall be exercisable not more 
than ten years after the date of grant.

		Non-Transferability.  Stock appreciation rights are not 
transferable otherwise than by will or by the laws of descent and 
distribution and may be exercised during the lifetime of, and, only by the 
participant.  Stock appreciation rights may not be pledged, assigned or 
hypothecated by the participant.

                             RESTRICTED STOCK

		Restricted Stock.  The Board or Committee may in its 
discretion grant shares of restricted stock under the Plan.

		Restrictions.  The Board or Committee may impose 
conditions and or restrictions as it deems advisable including restrictions 
based upon the achievement of specific performance goals, and/or time-
based restrictions on vesting.  The Company may retain the certificates 
representing the shares of restricted stock until such time as all conditions 
and restrictions have been satisfied.

		Voting Rights/Dividends.  Participants may be granted the 
right to exercise full voting rights with respect to the shares of restricted 
stock.  The Board or Committee may certify that participants holding 
shares of restricted stock be credited with regular cash dividends with 
respect to the underlying shares while they are so held.

		Non-Transferability.  The shares of restricted stock are not 
transferable and all rights with respect to the restricted stock are available 
during the lifetime of, and, only by the participant.  Restricted stock may 
not be pledged, assigned or hypothecated until the end of the period of 
restriction.

                      PERFORMANCE UNITS/SHARES

		Performance Units/Shares.  Performance units/shares may 
be granted to participants as shall be determined by the Board or 
Committee.  Each performance unit shall have an initial value established 
by the Board or Committee at the time of grant.  Each performance shall 
have an initial value equal to the fair market value of a share of common 
stock on the date of grant.

		Performance Goals/Payment.  The Board or Committee, in 
its discretion, shall set performance goals which, depending on the extent 
to which they are met, will determine the number and/or value of the 
performance units/shares that will be paid out.  The participant shall receive 
a payout 
determined as a function of the extent to which performance goals have 
been achieved.  Payment shall be made in a lump sum following the end of 
the applicable performance period, in form of cash, Common Stock of the 
Company, or a combination thereof.

		Non-Transferability.  Performance units/shares are not 
transferable other than by the laws of descent and distribution and all rights 
may be exercised during the lifetime of, and, only by the participant.  
Performance units/shares may not be pledged, assigned or hypothecated by 
the participant.

                  		FEDERAL INCOME TAX CONSEQUENCES

		The Plan is not intended to be and does not qualify as a 
pension, profit sharing or other "qualified" plan under Section 401(a) of the 
Code and is not subject to the Employee Retirement Income Security Act 
of 1974.

		The following is a summary of the United States federal 
income tax consequences of participation in the various facets of the Plan.

Stock Options and Stock Appreciation Rights

		(a)  A participant granted non-qualified stock options, 
incentive stock options or stock appreciation rights will not recognize any 
taxable income at the time the options or rights are granted, and the 
Company will not be allowed a tax deduction at that time.

		(b)  A participant who exercises a non-qualified stock 
option will recognize taxable compensation at the time of exercise in an 
amount equal to the excess, if any, of the fair market value at the time of 
exercise of the shares acquired over their option price.  Similarly, a 
participant who exercises a stock appreciation right will recognize taxable 
compensation at the time of exercise in an amount equal to the sum of any 
cash received, plus the fair market value at the time of exercise of any 
shares of Common Stock received.

		(c)  The taxable compensation recognized by a participant 
upon exercise of non-qualified stock options or stock appreciation right is 
subject to withholding of tax by the Company.  The Company will be 
entitled to a tax deduction in an amount equal to the taxable compensation 
recognized by participants.  Except as described in paragraph (d) below, 
the tax basis of any shares received upon exercise of non-qualified stock 
options or stock appreciation rights will be the fair market value of such 
shares used to determine the participant's taxable compensation and the 
participant's holding period for purposes of determining whether a 
subsequent sale of such shares results in the recognition of short-term or 
long-term capital gain or loss ("holding period") will commence on the 
date of exercise of such option or stock appreciation right.

		(d)  A participant will not recognize any additional income 
by reason of delivery of shares, rather than cash, as payment for shares 
acquired upon exercise of non-qualified stock options.  Under current 
Internal Revenue Service rulings, the number of shares received upon 
exercise equal to the number of shares so delivered will have the same basis 
and holding period as the shares delivered and the basis of 
any remaining shares will be equal to the amount of income recognized by 
the participant upon exercise of the option.  If the shares delivered were 
acquired by prior exercise of an incentive stock option or under an 
employee stock purchase plan, while such delivery will not be a 
disqualifying disposition, a number of shares equal to the number of shares 
so delivered will be treated as having been acquired on exercise of the prior 
incentive stock option or under the employee stock purchase plan, and 
hence the disqualifying disposition rules discussed in the following 
paragraphs will continue to be applicable to such shares.

		(e)  Participants exercising incentive stock options will not 
be deemed to have received any taxable income at the time of exercise of 
the option, provided that such exercise occurs during employment or 
within three (3) months after termination of employment.  However, the 
excess, if any,  of the fair market value at the time of exercise of the shares 
acquired by exercise of an incentive stock option over their option price is 
included in alternative minimum taxable income subject to the alternative 
minimum tax.

		     If a participant exercises an incentive stock option and 
does not dispose of the shares so acquired within the period ending on the 
later of (i) two years after the date of the grant of such option and (ii) one 
year after the date of transfer of such shares to the participant pursuant to 
such exercise (any such disposition within such period being referred to as 
a "disqualifying disposition"), then, upon such disposition of shares, (aa) 
the amount, if any, realized in excess of the option price of such shares will 
be treated as long-term capital gain; (bb) the amount, if any, by which such 
option price exceeds the amount realized upon such disposition will be 
treated as long-term capital loss; and (3) the Company will not be allowed 
any deduction for federal income tax purposes with respect to the 
disposition of the shares.

		     If, however, a participant exercises an incentive stock 
option and disposes of the shares so acquired in a disqualifying disposition, 
then, upon such disposition:

		(1)  If the amount realized upon such disposition is equal to 
or greater than the fair market value of such shares on the date of exercise:

		(aa)  the amount, if any, by which such fair market value on 
the date of exercise exceeds the option price of such shares will be treated 
as taxable compensation to the participant in the year of disposition, and

		(bb)  the amount, if any, realized in excess of such fair 
market value at the date of exercise will be treated as long-term capital gain 
if such shares were held for more than 12 months after the date of exercise 
or a short-term capital gain if such shares were held for a shorter period.

		(2)  If the amount realized on such disposition is less than 
the fair market value of such shares on the date of exercise but not less 
than the option price, the excess of the amount realized over the option 
price will be treated as taxable compensation to the participant in the year 
of disposition;

		(3)  If the amount realized upon such disposition is less than 
the option price, the excess of the option price over the amount realized 
will be treated as long-term capital loss if the shares were held for more 
than 12 months after the date of exercise and as a short-term capital loss if 
such shares were held for a shorter period;

		(4)  Notwithstanding subparagraphs (2) and (3) above, if a 
disqualifying disposition is a transaction (such as a sale between designated 
related parties or a gift) in which any loss sustained would 
not be recognized under the Code, the difference between the fair market 
value of the shares at the date of exercise and option price of such shares 
will be treated as taxable compensation to the participant in the year of 
such disposition and the amount of such difference will be added to the 
participant's tax basis for the shares; and

		(5)  The Company will be allowed a deduction for federal 
income tax purposes in the year of disposition to the extent the participant 
recognizes taxable compensation.

		The disposition of shares acquired by exercise of an 
incentive stock option at any time after the death of the participant will not 
be treated as a disqualifying disposition.

		(f)  A participant will not recognize any income by reason of 
delivery of shares acquired by a prior exercise of an incentive stock option 
as payment for shares acquired by exercise of an incentive stock option if 
such delivery is not a disqualifying disposition.  If delivery of such shares 
is a disqualifying disposition, the difference between the fair market value 
of the shares so delivered on the date of such prior exercise and the option 
price of such shares will be treated as taxable compensation to the 
participant in the year of such disposition.  

		(g)  If a participant pays the option price for shares acquired 
by exercise of an incentive stock option in cash, his basis for such shares 
will be equal to the amount paid and the participant's holding period will 
commence on the date of exercise of such option.  If a participant delivers 
shares in payment of such option price, under proposed Treasury 
Department regulations, the participant's basis for a number of shares 
received equal to the number of shares delivered will be the same as for the 
shares delivered except that the basis for such shares will be increased by 
income recognized if such delivery constitutes a disqualifying disposition of 
the delivered shares.  The holding period for a number of shares received 
equal to the number of shares delivered shall be the same as that of the 
shares delivered, except for purposes of determining whether there is 
subsequently a disqualifying disposition of the shares received.  The basis 
of the shares received in excess of the number of shares delivered will be 
zero.  Any disqualifying disposition of stock acquired by delivery of 
previously acquired shares is deemed to be a disposition of the stock with 
the lowest basis.

		(h)  Effective for taxable years beginning after December 
31, 1990 net long-term capital gains are eligible for a maximum marginal 
income tax rate limitation.

Restricted Stock

		(a)  A participant will not, unless he elects otherwise, 
recognize income upon the receipt of shares of restricted Common Stock, 
but upon vesting of such shares, the participant will recognize taxable 
compensation in an amount equal to the then fair market value of such 
shares.  A participant may elect, by filing such election with the Internal 
Revenue Service within 30 days after the date of an award of shares of 
restricted Common Stock, to recognize income at the time of the award in 
an amount equal to the then fair market value of the shares of Common 
Stock awarded rather than at the later vesting date.  However, if shares for 
which a participant has made such an election are forfeited, the participant 
will not recognize 
any loss or be entitled to any deduction.  Dividends received by a 
participant with respect to shares of restricted Common Stock will, until 
the time when the participant recognizes taxable compensation in respect of 
the shares, be deemed taxable compensation to the participant.

		(b)  The taxable compensation recognized by a participant 
with respect to an award of shares of restricted Common Stock or 
dividends paid thereon is subject to withholding of tax by the 
Company at the time such compensation is recognized by the participant.  
The Company will be entitled to 
a tax deduction in an amount equal to the taxable compensation recognized 
by the participant at the time
the participant recognizes the taxable compensation.  The tax basis of 
shares of restricted Common Stock will be the fair market value of such 
shares used to determine the amount of the participant's taxable 
compensation, and the holding period for such shares will commence on 
the date on which the compensation is recognized by the participant.

Performance Units/Shares

		(a)  A participant will not recognize income upon the grant 
of a stock award in the form of performance units/shares, nor will the 
Company be entitled to a deduction at the time of the grant. Upon the 
vesting of an award made in the form of performance units/shares, the 
participant will recognize taxable compensation in an amount equal to the 
amount of the cash paid as a result of the vesting plus the then fair market 
value of any shares of Common Stock issued as a result of such vesting.

		(b)  The taxable compensation recognized by a participant 
upon vesting of an award made in the form of performance units/shares is 
subject to withholding of tax by the Company.  The Company will be 
entitled to a tax deduction in an amount equal to the taxable compensation.  
The tax basis of any shares of Common Stock received upon vesting of an 
award in the form of performance units/shares will be the fair market value 
of such shares used to determine the amount of the participant's taxable 
compensation and the holding period for such shares will commence on the 
date on which the compensation is recognized by the participant.

		The foregoing is only a summary of the applicable federal 
income tax laws and should not be relied upon as being a complete 
statement.  Further, the income tax laws may change after the date of this 
document.  A participant should consult his own tax advisor with respect 
to specific federal, state and other tax consequences of his participation in 
the Plan.

                           RESALE RESTRICTIONS

		The Plan does not impose restrictions upon the resale by 
participants of Common Stock acquired under the Plan.  However, under 
the federal securities laws, participants who are deemed to be "affiliates" of 
Zenith are restricted in the resale of Common Stock owned by them 
(whether acquired under the Plan or otherwise).  For this purpose, an 
"affiliate" of Zenith is any person who controls Zenith, is controlled by 
Zenith, or is under common control with Zenith, whether directly or 
indirectly through one or more intermediaries.

		Resales by "affiliates" may be made only pursuant to an 
effective registration statement under the Securities Act of 1933 (the 
"Securities Act") or pursuant to an exemption from the registration 
requirements thereunder.  One such exemption is provided for certain 
"brokers' transactions" which comply with all the conditions set forth in 
Rule 144 under the Securities Act.  No registration statement
covering resales by affiliates is in effect at the date of this document, and 
none is presently anticipated to be filed by Zenith.  Accordingly, affiliates 
of Zenith should expect that any resales by them will need to be made in 
compliance with the applicable provisions of Rule 144 or pursuant to 
another available exemption from registration.

		The restrictions imposed by Section 16 of the Exchange Act 
upon any officer, director or holder of more than 10% of the Common 
Stock may restrict the exercise of options and stock appreciation rights 
granted under the Plan and resales of Common Stock acquired under the 
Plan by such persons.  Such persons should consult their legal advisors 
prior to engaging in such transactions.

                        AVAILABLE INFORMATION

		The Company is subject to the informational requirements 
of the Exchange Act and in accordance therewith files reports and other 
information with the Securities and Exchange Commission (the 
"Commission").  Certain of the documents so filed are incorporated by 
reference in the Registration Statement filed by Zenith with the 
Commission with respect to the shares of Common Stock offered hereby 
(the "Registration Statement").  Such documents include Zenith's Annual 
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current 
Reports on Form 8-K filed with the Commission after December 31, 1996.  
Each document incorporated by reference into the Registration Statement 
is also incorporated by reference herein.  The Company hereby undertakes 
to provide without charge to each participant in the Plan, on the written or 
oral request of any such person, a copy of any or all of the documents so 
incorporated by reference or any other documents required to be delivered 
pursuant to Rule 428(b) under the Securities Act. Requests for such copies 
should be directed to Richard F. Vitkus, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 (847/391-
8064).

		Neither delivery of this document nor any sale made 
hereunder shall, under any circumstances, create any implication that there 
has been no change in the information herein since the date of this 
document.  No person is authorized to give any information or make any 
representations other than as contained in this document, and, if given or 
made, such information or representations must not be relied upon.  This 
document does not constitute an offer or a solicitation of an offer to buy 
any security in any jurisdiction to any person to whom it is unlawful to 
make such offer or solicitation in such jurisdiction.



PART II
                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

		The following documents heretofore filed with the 
Securities and Exchange Commission (the "Commission") are incorporated 
herein by reference:

		(a)	The Annual Report on Form 10-K of Zenith 
Electronics Corporation (the "Company") for the year ended December 31, 
1996.

		(b)	The Company's Quarterly Report on Form 10-Q for 
the quarter ended
March 29, 1997.

		(c)	The description of the Company's common stock, 
$1.00 par value (the "Common Stock"), which is contained in a registration 
statement filed under Section 12 of the Exchange Act, including any 
amendment or report filed for the purpose of updating such descriptions.

		All documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference into this Registration Statement and to be a 
part hereof from the respective dates of filing of such documents (such 
documents, and the documents enumerated above, being hereinafter 
referred to as "Incorporated Documents").

Item 4.	Description of Securities.

		Not Applicable.

Item 5.	Interests of Named Experts and Counsel.

		Not Applicable.


Item 6.	Indemnification of Directors and Officers.

		Reference is made to Section 145 ("Section 145") of the 
Delaware General Corporation Law of the State of Delaware (the 
"Delaware GCL") which provides for indemnification of directors and 
officers in certain circumstances.

		In accordance with Section 102(b)(7) of the Delaware GCL, 
the Company's Restated Certificate of Incorporation, as amended, provides 
that directors shall not be personally liable for monetary damages for 
breaches of their fiduciary duty as directors except for (i) breaches of their 
duty of loyalty to the Company or its stockholders, (ii) acts or omissions 
not in good faith or which involve intentional misconduct or knowing 
violations of law, (iii) unlawful payment of dividends under Section 174 of 
the Delaware GCL or (iv) transactions from which a director derives an 
improper personal benefit.

		The Restated Certificate of Incorporation, as amended, of 
the Company provides for indemnification of directors and officers to the 
full extent provided by the Delaware GCL, as amended from time to time.  
It states that the indemnification provided therein shall not be deemed 
exclusive.  The Company may maintain insurance on behalf of any person 
who is or was a director, officer, employee or agent of the Company, or 
another corporation, partnership, joint venture, trust or other enterprise 
against any expense, liability or loss, whether or not the Company would 
have the power to indemnify him against such expense, liability or loss, 
under the provisions of the Delaware GCL.

		The Company has entered into agreements with each of its 
directors and officers pursuant to which it has agreed to indemnify each 
such person under certain circumstances.

		Pursuant to Section 145 and the Certificate of 
Incorporation, the Company maintains directors' and officers' liability 
insurance coverage.

Item 7.	Exemption from Registration Claimed.

		Not Applicable.

Item 8.	Exhibits.

		See the Exhibit Index immediately preceding the exhibits to 
this Registration Statement.

Item 9.	Undertakings.

		(a)	The registrant hereby undertakes:

		(1)	To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration statement:

		(i)     To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

		(ii)    To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering 
range may be reflected in the form of prospectus filed with the Commission 
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and 
price represent no more than a 20% change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" table in the 
effective registration statement.

		(iii)   To include any material information with respect to 
the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement.

		Provided, however, that paragraphs (a) (1) (i) and (a) (1) 
(ii) do not apply if the registration statement is on Form S-3, Form S-8 or 
Form F-3, and the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed by the 
registrant pursuant to Section 13 or Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

		(2)	That, for the purpose of determining any liability 
under the Securities Act of l933, each such post-effective amendment shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

		(3)	To remove from registration by means of a post-
effective amendment any of the securities being registered which remain 
unsold at the termination of the offering.

		(b)	The undersigned registrant hereby undertakes that, 
for purposes of determining any liability under the Securities Act of l933, 
each filing of the registrant's annual report pursuant to Section 13(a) or 
Section 15(d) of the Securities Exchange Act of l934 that is incorporated 
by reference in the registration statement shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

		(c)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than the 
payment by the registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

                              
                               SIGNATURES

		The Registrant.    Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it has reasonable 
grounds to believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
Glenview, State of Illinois, on this 6th day of June, 1997.

					ZENITH ELECTRONICS CORPORATION


					By: 	/s/ Peter S. Willmott
        ---------------------------
						Peter S. Willmott
						President and Chief Executive Officer

		Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following persons in the 
capacities indicated on June 6, 1997.


/s/ Peter S. Willmott 	 Director, and Chief Executive Officer 
----------------------  (Principal Executive Officer)

/s/ Roger A. Cregg 	    Executive Vice President, Chief Financial Officer
---------------------   (Principal Financial and Principal Accounting Officer)

/s/ T. Kimball Brooker 	Director
---------------------

/s/ KS Cho             	Director
---------------------

/s/ Eugene B. Connolly	 Director
---------------------

/s/ Robert A. Helman    Director
---------------------

/s/ John Koo           	Director
---------------------

/s/ Andrew McNally IV	  Director
---------------------

/s/ HJ Lee              Director
---------------------

/s/ Yong Nam            Director
---------------------


         INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit		
Number                        Description		

4(a)	Debenture Purchase Agreement dated as of November 19, 1993 with the 
institutional investors named therein (incorporated by reference 
to Exhibit 4(a) of the Company's Current Report on Form 8-K dated 
November 19, 1993).

4(b)	Amendment No. 1 dated as of November 24, 1993 to the Debenture Purchase 
Agreement dated as of November 19, 1993 with the institutional investor named 
therein (incorporated by reference to Exhibit 4(a) of the Company's Current 
Report on Form 8-K dated November 24, 1993).

4(c)	Amendment No. 2 dated as of January 11, 1994 to the Debenture Purchase 
Agreement dated as of November 19, 1993 (incorporated by reference to Exhibit 
4(c) of the Company's Current Report on Form 8-K dated January 11, 1994).

4(d)	Debenture Purchase Agreement dated as of January 11, 1994 with the 
institutional investor named therein (incorporated by reference to 
Exhibit 4(a) of the Company's Current Report on Form 8-K dated January 
11, 1994.

4(e)	Indenture dated as of April 1, 1986 between Zenith Electronics 
Corporation and The First National Bank of Boston, as 
trustee, with respect to the 6 1/4% Convertible Subordinated Debentures 
due 2011 (incorporated by reference to Exhibit 1 of the Company's 
Quarterly Report on Form 10-Q for the quarter ended March 30, 1991).

4(f)	Credit Agreement dated as of March 31, 1997, among 
Zenith Electronics 	Corporation, Citibank N.A., Citicorp North America, Inc. 
And the other lenders named (incorporated by reference to Exhibit 
4(f) of the Company's Quarterly Report on Form 10-Q for the Quarter ended 
March 29, 1997.

*5	Opinion of Wayne M. Koprowski	
	
*23(a)	Consent of Arthur Andersen LLP	

*23(b)	The consent of Wayne M. Koprowski is contained in his 
opinion filed as Exhibit 5 to this Registration Statement.

*24	Powers of Attorney.	

______________________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 41697}]
{"company-data": {"conformed-name": "ZENITH ELECTRONICS CORP", "cik": "0000109265", "assigned-sic": "3651", "irs-number": "361996520", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28689", "film-number": "97620420"}, "business-address": {"street1": "1000 MILWAUKEE AVE", "city": "GLENVIEW", "state": "IL", "zip": "60025", "phone": "7083917000"}, "mail-address": {"street1": "1000 MILWAUKEE AVENUE", "city": "GLENVIEW", "state": "IL", "zip": "60025"}, "former-company": {"former-conformed-name": "ZENITH RADIO CORP", "date-changed": "19840508"}}
As filed with the Securities and Exchange Commission on June 6, 1997
								
                                                     Registration No. 333
									
					
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          The Securities Act of 1933
                            ________________________

                        ZENITH ELECTRONICS CORPORATION
           (Exact name of registrant as specified in its charter)

         Delaware                                      36-1996520
(State or other jurisdiction of           (I.R.S. employer Identification No.)
incorporation or organization)

                            1000 Milwaukee Avenue
                          Glenview, Illinois 60025
                 (Address of principal executive offices)

                      ZENITH ELECTRONICS CORPORATION
                    LONG-TERM EQUITY COMPENSATION PLAN
                          (Full title of the plan)

                             RICHARD F. VITKUS 
                           Senior Vice President, 
                       General Counsel and Secretary
                       Zenith Electronics Corporation
                           1000 Milwaukee Avenue
                         Glenview, Illinois 60025
                  (Name and address of agent for service)

                              (847) 391-7000
                     (Telephone number, including area
                        code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
 
------------------------------------------------------------------------------ 
| Title of |              |                  |                 |              |
|securities|              | Proposed maximum | Proposed maximum|   Amount of  |
|  to be   | Amount to be | offering price   |   aggregate     | registration |
|registered| registered   |   per share      | offering price  |     fee      |
|----------|--------------|------------------|-----------------|--------------|
|Common    | 3,000,000    |   $11.125(1)     | $33,375,000(1)  | $10,114(1)   |
|Stock,    |   shares     |                  |                 |              | 
|$1.00 par |              |                  |                 |              | 
|value     |              |                  |                 |              | 
|----------|--------------|------------------|-----------------|--------------|

 (1)	Estimated solely for the purpose of calculating the registration fee and, 
pursuant to Rule 457(h) under the Securities Act of l933, based upon the 
average of the high and low sale prices of Common Stock of the Registrant on 
the New York Stock Exchange on June 5, 1997.

								
                     THIS DOCUMENT CONSTITUTES PART OF
                     A PROSPECTUS COVERING SECURITIES
                        THAT HAVE BEEN REGISTERED
                        UNDER THE SECURITIES ACT
                         OF 1933, AS AMENDED

                     ZENITH ELECTRONICS CORPORATION
                   LONG-TERM EQUITY COMPENSATION PLAN

		This document relates to shares of common stock, par value 
$1.00 per share (the "Common Stock"), of Zenith Electronics Corporation 
("Zenith") which may be granted in the form of stock options, stock 
appreciation rights, restricted stock or performance units/shares to non-
employee directors and employees of the Company and its subsidiaries 
(collectively, the "Company") pursuant to the Long-Term Equity 
Compensation Plan (the "Plan").  This document may be used only in 
connection with offers and sales by Zenith of shares of Common Stock 
under the Plan and may not be used by participants in the Plan for reoffers 
or resales of shares of Common Stock.  Under the federal securities laws, 
persons who are deemed to be "affiliates" of Zenith are restricted in the 
resale of Common Stock owned by them.  See "Resale Restrictions" below.

                   DESCRIPTION OF THE PLAN

		In January 1997, Zenith's Board of Directors (the "Board") 
adopted the Plan subject to stockholder approval.  In May 1997, its 
stockholders approved the Plan which became effective on
April 23, 1997.

		The following summary of certain provisions of the Plan 
does not purport to be a complete statement of such provisions or their 
operation and is qualified in its entirety by reference to the Plan.  
Additional information about the Plan and the Plan administrators can be 
obtained from Richard F. Vitkus, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(telephone 847-391-8064).

		Purpose of the Plan.  The purpose of the Plan is to foster 
and promote the long-term financial success of the Company and increase 
stockholder value by (i) attracting, retaining and motivating employees and 
non-employee directors; (ii) linking the personal interests of participants to 
those of the Company's stockholders; (iii) motivating key personnel, by 
means of performance-related incentives, to achieve excellence in 
individual performance goals; and (iv) providing key employees with the 
opportunity to participate in the long-term growth and financial success of 
the Company.

		Duration.  All grants pursuant to the Plan must be made 
within ten years from April 23, 1997, the effective date of the Plan.  The 
Plan shall terminate on April 22, 2007, unless terminated prior thereto by 
the Board.  

		Participation.  Participation in the Plan is limited to selected 
employees of the Company and to non-employee directors of Zenith.  

		Administration of the Plan.  The Plan shall be administered 
by the Board of Directors or by a committee appointed by the Board 
consisting of at least two non-employee directors (the "Committee").  
Except as limited by law, the certificate of incorporation or the By-Laws of 
the Company, the Committee is authorized to interpret and administer the 
Plan, to select persons for participation in the Plan, to determine the type 
and size of awards under the Plan, to establish, amend or waive rules and 
regulations for the Plan's administration.  The Committee shall have the 
authority to delegate administrative duties to officers of the Company.

		Number of Shares Available for Grant.  The number of 
shares reserved for issuance to participants under the Plan shall be three 
million (3,000,000), no more than one million (1,000,000) of which may be 
granted in the form of restricted shares.  The Board or Committee shall 
determine the appropriate methodology for calculating the number of 
shares issued pursuant to the Plan.  Unless and until the Board determines 
that an award to a covered employee shall not be designed to comply with 
the performance-based exception, the following rules shall apply to grants 
of such awards under the Plan:

		(a)	Stock Options:  The maximum aggregate number of 
shares that may be granted in the form of stock options, pursuant to any 
award granted in any one fiscal year to any one single Participant shall be 
three hundred thousand (300,000).

		(b)	SARs:  The maximum aggregate number of shares 
that may be granted in the form of stock appreciation rights, pursuant to 
any award granted in any one fiscal year to any one single participant shall 
be three hundred thousand (300,000).

		(c)	Restricted Stock:  The maximum aggregate grant 
with respect to awards of restricted stock granted in any one fiscal year to 
any one participant shall be one hundred thousand (100,000) shares.

		(d)	Performance Units/Performance Shares:  The 
maximum aggregate payout (determined as of the end of the applicable 
performance period) with respect to award of performance units or 
performance shares granted in any one fiscal year to any one participant 
shall be equal to the value of three hundred thousand (300,000) shares.

		The number and prices of shares shall be adjusted to give 
effect to stock dividends, stock splits, or other relevant changes in 
capitalization.

		Amendment or Termination.  The Board may at any time 
alter, amend, suspend or terminate the Plan, except that no alteration, 
amendment, suspension or termination shall adversely affect in any material 
way any award previously granted without the written consent of the 
participant.

		Award Agreements.  Each award will be evidenced by an 
award agreement which may contain such provisions as the Committee 
approves, not inconsistent with this Plan.

                             STOCK OPTIONS

		Option Price.  The option price of any option granted under 
the Plan shall be not less than 100% of the fair market value at the time the 
option is granted.   

		Terms of Exercise.  No option may be exercisable more 
than ten years after the date of grant.  Options granted pursuant to the Plan 
may be exercised during the optionee's continued employment by the 
Company.  The Board or Committee shall determine in its discretion the 
extent to which a participant shall have the right to exercise an option 
following the termination of employment or directorship with the 
Company.

		Incentive Stock Options.  With respect to "incentive stock 
options" as defined in Section 422(b) of the Code, the aggregate fair 
market value (determined at the time the option is granted) of the Common 
Stock with respect to which incentive stock options are exercisable for the 
first time by such individual during any calendar year (under all plans of the 
Company) shall not exceed $100,000.

		Payment of Option Price.  Payment of the option price may 
be made in cash or in shares of Common Stock having a fair market value 
equal to the option price or a combination thereof.  The Board or 
Committee may allow cashless exercises as permitted by law.

		Non-Transferability.  Options are not transferable otherwise 
than by will or by the laws of descent and distribution and may be exercised 
during the lifetime of, and, only by the participant.  Options may not be 
pledged, assigned or hypothecated by the participant.

                      STOCK APPRECIATION RIGHTS

		Terms of Exercise.  Under the Plan, stock appreciation 
rights may be granted separately or in tandem with option grants either at 
the time of the option grant or subsequently.  Upon exercise, the holder of 
a stock appreciation right is entitled to receive the appreciation in market 
value of the Common Stock from the date of grant to the exercise date or, 
in the case of rights granted in tandem with options from the date of grant 
of the related option to the exercise date.  For example, if the option price 
per share of Common Stock is $10, and on the date of exercise of the stock 
appreciation right the fair market value per share is $15, then the holder 
would be entitled to the appreciation of $5 per share.  

		Payment of Appreciation Price.  The amount of appreciation 
is payable in cash, shares of Common Stock or in a combination of shares 
and cash, as determined by the Board or Committee. The number of shares 
payable to an optionee upon the exercise of stock appreciation rights is 
determined by dividing the aggregate amount of the appreciation of the 
rights being exercised by the optionee by the fair market value of a share of 
the Common Stock on the date of exercise.

		Cancellation of Tandem Options.  The exercise of a stock 
appreciation right granted in tandem with a stock option cancels the related 
stock option, and the exercise of a stock option cancels the related stock 
appreciation right. Stock appreciation rights shall be exercisable not more 
than ten years after the date of grant.

		Non-Transferability.  Stock appreciation rights are not 
transferable otherwise than by will or by the laws of descent and 
distribution and may be exercised during the lifetime of, and, only by the 
participant.  Stock appreciation rights may not be pledged, assigned or 
hypothecated by the participant.

                             RESTRICTED STOCK

		Restricted Stock.  The Board or Committee may in its 
discretion grant shares of restricted stock under the Plan.

		Restrictions.  The Board or Committee may impose 
conditions and or restrictions as it deems advisable including restrictions 
based upon the achievement of specific performance goals, and/or time-
based restrictions on vesting.  The Company may retain the certificates 
representing the shares of restricted stock until such time as all conditions 
and restrictions have been satisfied.

		Voting Rights/Dividends.  Participants may be granted the 
right to exercise full voting rights with respect to the shares of restricted 
stock.  The Board or Committee may certify that participants holding 
shares of restricted stock be credited with regular cash dividends with 
respect to the underlying shares while they are so held.

		Non-Transferability.  The shares of restricted stock are not 
transferable and all rights with respect to the restricted stock are available 
during the lifetime of, and, only by the participant.  Restricted stock may 
not be pledged, assigned or hypothecated until the end of the period of 
restriction.

                      PERFORMANCE UNITS/SHARES

		Performance Units/Shares.  Performance units/shares may 
be granted to participants as shall be determined by the Board or 
Committee.  Each performance unit shall have an initial value established 
by the Board or Committee at the time of grant.  Each performance shall 
have an initial value equal to the fair market value of a share of common 
stock on the date of grant.

		Performance Goals/Payment.  The Board or Committee, in 
its discretion, shall set performance goals which, depending on the extent 
to which they are met, will determine the number and/or value of the 
performance units/shares that will be paid out.  The participant shall receive 
a payout 
determined as a function of the extent to which performance goals have 
been achieved.  Payment shall be made in a lump sum following the end of 
the applicable performance period, in form of cash, Common Stock of the 
Company, or a combination thereof.

		Non-Transferability.  Performance units/shares are not 
transferable other than by the laws of descent and distribution and all rights 
may be exercised during the lifetime of, and, only by the participant.  
Performance units/shares may not be pledged, assigned or hypothecated by 
the participant.

                  		FEDERAL INCOME TAX CONSEQUENCES

		The Plan is not intended to be and does not qualify as a 
pension, profit sharing or other "qualified" plan under Section 401(a) of the 
Code and is not subject to the Employee Retirement Income Security Act 
of 1974.

		The following is a summary of the United States federal 
income tax consequences of participation in the various facets of the Plan.

Stock Options and Stock Appreciation Rights

		(a)  A participant granted non-qualified stock options, 
incentive stock options or stock appreciation rights will not recognize any 
taxable income at the time the options or rights are granted, and the 
Company will not be allowed a tax deduction at that time.

		(b)  A participant who exercises a non-qualified stock 
option will recognize taxable compensation at the time of exercise in an 
amount equal to the excess, if any, of the fair market value at the time of 
exercise of the shares acquired over their option price.  Similarly, a 
participant who exercises a stock appreciation right will recognize taxable 
compensation at the time of exercise in an amount equal to the sum of any 
cash received, plus the fair market value at the time of exercise of any 
shares of Common Stock received.

		(c)  The taxable compensation recognized by a participant 
upon exercise of non-qualified stock options or stock appreciation right is 
subject to withholding of tax by the Company.  The Company will be 
entitled to a tax deduction in an amount equal to the taxable compensation 
recognized by participants.  Except as described in paragraph (d) below, 
the tax basis of any shares received upon exercise of non-qualified stock 
options or stock appreciation rights will be the fair market value of such 
shares used to determine the participant's taxable compensation and the 
participant's holding period for purposes of determining whether a 
subsequent sale of such shares results in the recognition of short-term or 
long-term capital gain or loss ("holding period") will commence on the 
date of exercise of such option or stock appreciation right.

		(d)  A participant will not recognize any additional income 
by reason of delivery of shares, rather than cash, as payment for shares 
acquired upon exercise of non-qualified stock options.  Under current 
Internal Revenue Service rulings, the number of shares received upon 
exercise equal to the number of shares so delivered will have the same basis 
and holding period as the shares delivered and the basis of 
any remaining shares will be equal to the amount of income recognized by 
the participant upon exercise of the option.  If the shares delivered were 
acquired by prior exercise of an incentive stock option or under an 
employee stock purchase plan, while such delivery will not be a 
disqualifying disposition, a number of shares equal to the number of shares 
so delivered will be treated as having been acquired on exercise of the prior 
incentive stock option or under the employee stock purchase plan, and 
hence the disqualifying disposition rules discussed in the following 
paragraphs will continue to be applicable to such shares.

		(e)  Participants exercising incentive stock options will not 
be deemed to have received any taxable income at the time of exercise of 
the option, provided that such exercise occurs during employment or 
within three (3) months after termination of employment.  However, the 
excess, if any,  of the fair market value at the time of exercise of the shares 
acquired by exercise of an incentive stock option over their option price is 
included in alternative minimum taxable income subject to the alternative 
minimum tax.

		     If a participant exercises an incentive stock option and 
does not dispose of the shares so acquired within the period ending on the 
later of (i) two years after the date of the grant of such option and (ii) one 
year after the date of transfer of such shares to the participant pursuant to 
such exercise (any such disposition within such period being referred to as 
a "disqualifying disposition"), then, upon such disposition of shares, (aa) 
the amount, if any, realized in excess of the option price of such shares will 
be treated as long-term capital gain; (bb) the amount, if any, by which such 
option price exceeds the amount realized upon such disposition will be 
treated as long-term capital loss; and (3) the Company will not be allowed 
any deduction for federal income tax purposes with respect to the 
disposition of the shares.

		     If, however, a participant exercises an incentive stock 
option and disposes of the shares so acquired in a disqualifying disposition, 
then, upon such disposition:

		(1)  If the amount realized upon such disposition is equal to 
or greater than the fair market value of such shares on the date of exercise:

		(aa)  the amount, if any, by which such fair market value on 
the date of exercise exceeds the option price of such shares will be treated 
as taxable compensation to the participant in the year of disposition, and

		(bb)  the amount, if any, realized in excess of such fair 
market value at the date of exercise will be treated as long-term capital gain 
if such shares were held for more than 12 months after the date of exercise 
or a short-term capital gain if such shares were held for a shorter period.

		(2)  If the amount realized on such disposition is less than 
the fair market value of such shares on the date of exercise but not less 
than the option price, the excess of the amount realized over the option 
price will be treated as taxable compensation to the participant in the year 
of disposition;

		(3)  If the amount realized upon such disposition is less than 
the option price, the excess of the option price over the amount realized 
will be treated as long-term capital loss if the shares were held for more 
than 12 months after the date of exercise and as a short-term capital loss if 
such shares were held for a shorter period;

		(4)  Notwithstanding subparagraphs (2) and (3) above, if a 
disqualifying disposition is a transaction (such as a sale between designated 
related parties or a gift) in which any loss sustained would 
not be recognized under the Code, the difference between the fair market 
value of the shares at the date of exercise and option price of such shares 
will be treated as taxable compensation to the participant in the year of 
such disposition and the amount of such difference will be added to the 
participant's tax basis for the shares; and

		(5)  The Company will be allowed a deduction for federal 
income tax purposes in the year of disposition to the extent the participant 
recognizes taxable compensation.

		The disposition of shares acquired by exercise of an 
incentive stock option at any time after the death of the participant will not 
be treated as a disqualifying disposition.

		(f)  A participant will not recognize any income by reason of 
delivery of shares acquired by a prior exercise of an incentive stock option 
as payment for shares acquired by exercise of an incentive stock option if 
such delivery is not a disqualifying disposition.  If delivery of such shares 
is a disqualifying disposition, the difference between the fair market value 
of the shares so delivered on the date of such prior exercise and the option 
price of such shares will be treated as taxable compensation to the 
participant in the year of such disposition.  

		(g)  If a participant pays the option price for shares acquired 
by exercise of an incentive stock option in cash, his basis for such shares 
will be equal to the amount paid and the participant's holding period will 
commence on the date of exercise of such option.  If a participant delivers 
shares in payment of such option price, under proposed Treasury 
Department regulations, the participant's basis for a number of shares 
received equal to the number of shares delivered will be the same as for the 
shares delivered except that the basis for such shares will be increased by 
income recognized if such delivery constitutes a disqualifying disposition of 
the delivered shares.  The holding period for a number of shares received 
equal to the number of shares delivered shall be the same as that of the 
shares delivered, except for purposes of determining whether there is 
subsequently a disqualifying disposition of the shares received.  The basis 
of the shares received in excess of the number of shares delivered will be 
zero.  Any disqualifying disposition of stock acquired by delivery of 
previously acquired shares is deemed to be a disposition of the stock with 
the lowest basis.

		(h)  Effective for taxable years beginning after December 
31, 1990 net long-term capital gains are eligible for a maximum marginal 
income tax rate limitation.

Restricted Stock

		(a)  A participant will not, unless he elects otherwise, 
recognize income upon the receipt of shares of restricted Common Stock, 
but upon vesting of such shares, the participant will recognize taxable 
compensation in an amount equal to the then fair market value of such 
shares.  A participant may elect, by filing such election with the Internal 
Revenue Service within 30 days after the date of an award of shares of 
restricted Common Stock, to recognize income at the time of the award in 
an amount equal to the then fair market value of the shares of Common 
Stock awarded rather than at the later vesting date.  However, if shares for 
which a participant has made such an election are forfeited, the participant 
will not recognize 
any loss or be entitled to any deduction.  Dividends received by a 
participant with respect to shares of restricted Common Stock will, until 
the time when the participant recognizes taxable compensation in respect of 
the shares, be deemed taxable compensation to the participant.

		(b)  The taxable compensation recognized by a participant 
with respect to an award of shares of restricted Common Stock or 
dividends paid thereon is subject to withholding of tax by the 
Company at the time such compensation is recognized by the participant.  
The Company will be entitled to 
a tax deduction in an amount equal to the taxable compensation recognized 
by the participant at the time
the participant recognizes the taxable compensation.  The tax basis of 
shares of restricted Common Stock will be the fair market value of such 
shares used to determine the amount of the participant's taxable 
compensation, and the holding period for such shares will commence on 
the date on which the compensation is recognized by the participant.

Performance Units/Shares

		(a)  A participant will not recognize income upon the grant 
of a stock award in the form of performance units/shares, nor will the 
Company be entitled to a deduction at the time of the grant. Upon the 
vesting of an award made in the form of performance units/shares, the 
participant will recognize taxable compensation in an amount equal to the 
amount of the cash paid as a result of the vesting plus the then fair market 
value of any shares of Common Stock issued as a result of such vesting.

		(b)  The taxable compensation recognized by a participant 
upon vesting of an award made in the form of performance units/shares is 
subject to withholding of tax by the Company.  The Company will be 
entitled to a tax deduction in an amount equal to the taxable compensation.  
The tax basis of any shares of Common Stock received upon vesting of an 
award in the form of performance units/shares will be the fair market value 
of such shares used to determine the amount of the participant's taxable 
compensation and the holding period for such shares will commence on the 
date on which the compensation is recognized by the participant.

		The foregoing is only a summary of the applicable federal 
income tax laws and should not be relied upon as being a complete 
statement.  Further, the income tax laws may change after the date of this 
document.  A participant should consult his own tax advisor with respect 
to specific federal, state and other tax consequences of his participation in 
the Plan.

                           RESALE RESTRICTIONS

		The Plan does not impose restrictions upon the resale by 
participants of Common Stock acquired under the Plan.  However, under 
the federal securities laws, participants who are deemed to be "affiliates" of 
Zenith are restricted in the resale of Common Stock owned by them 
(whether acquired under the Plan or otherwise).  For this purpose, an 
"affiliate" of Zenith is any person who controls Zenith, is controlled by 
Zenith, or is under common control with Zenith, whether directly or 
indirectly through one or more intermediaries.

		Resales by "affiliates" may be made only pursuant to an 
effective registration statement under the Securities Act of 1933 (the 
"Securities Act") or pursuant to an exemption from the registration 
requirements thereunder.  One such exemption is provided for certain 
"brokers' transactions" which comply with all the conditions set forth in 
Rule 144 under the Securities Act.  No registration statement
covering resales by affiliates is in effect at the date of this document, and 
none is presently anticipated to be filed by Zenith.  Accordingly, affiliates 
of Zenith should expect that any resales by them will need to be made in 
compliance with the applicable provisions of Rule 144 or pursuant to 
another available exemption from registration.

		The restrictions imposed by Section 16 of the Exchange Act 
upon any officer, director or holder of more than 10% of the Common 
Stock may restrict the exercise of options and stock appreciation rights 
granted under the Plan and resales of Common Stock acquired under the 
Plan by such persons.  Such persons should consult their legal advisors 
prior to engaging in such transactions.

                        AVAILABLE INFORMATION

		The Company is subject to the informational requirements 
of the Exchange Act and in accordance therewith files reports and other 
information with the Securities and Exchange Commission (the 
"Commission").  Certain of the documents so filed are incorporated by 
reference in the Registration Statement filed by Zenith with the 
Commission with respect to the shares of Common Stock offered hereby 
(the "Registration Statement").  Such documents include Zenith's Annual 
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current 
Reports on Form 8-K filed with the Commission after December 31, 1996.  
Each document incorporated by reference into the Registration Statement 
is also incorporated by reference herein.  The Company hereby undertakes 
to provide without charge to each participant in the Plan, on the written or 
oral request of any such person, a copy of any or all of the documents so 
incorporated by reference or any other documents required to be delivered 
pursuant to Rule 428(b) under the Securities Act. Requests for such copies 
should be directed to Richard F. Vitkus, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 (847/391-
8064).

		Neither delivery of this document nor any sale made 
hereunder shall, under any circumstances, create any implication that there 
has been no change in the information herein since the date of this 
document.  No person is authorized to give any information or make any 
representations other than as contained in this document, and, if given or 
made, such information or representations must not be relied upon.  This 
document does not constitute an offer or a solicitation of an offer to buy 
any security in any jurisdiction to any person to whom it is unlawful to 
make such offer or solicitation in such jurisdiction.

PART II
                        INFORMATION REQUIRED IN THE
                          REGISTRATION STATEMENT

Item 3.	Incorporation of Documents by Reference.

		The following documents heretofore filed with the 
Securities and Exchange Commission (the "Commission") are incorporated 
herein by reference:

		(a)	The Annual Report on Form 10-K of Zenith 
Electronics Corporation (the "Company") for the year ended December 31, 
1996.

		(b)	The Company's Quarterly Report on Form 10-Q for 
the quarter ended
March 29, 1997.

		(c)	The description of the Company's common stock, 
$1.00 par value (the "Common Stock"), which is contained in a registration 
statement filed under Section 12 of the Exchange Act, including any 
amendment or report filed for the purpose of updating such descriptions.

		All documents filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this 
Registration Statement and prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold 
or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference into this Registration Statement and to be a 
part hereof from the respective dates of filing of such documents (such 
documents, and the documents enumerated above, being hereinafter 
referred to as "Incorporated Documents").

Item 4.	Description of Securities.

		Not Applicable.

Item 5.	Interests of Named Experts and Counsel.

		Not Applicable.

Item 6.	Indemnification of Directors and Officers.

		Reference is made to Section 145 ("Section 145") of the 
Delaware General Corporation Law of the State of Delaware (the 
"Delaware GCL") which provides for indemnification of directors and 
officers in certain circumstances.

		In accordance with Section 102(b)(7) of the Delaware GCL, 
the Company's Restated Certificate of Incorporation, as amended, provides 
that directors shall not be personally liable for monetary damages for 
breaches of their fiduciary duty as directors except for (i) breaches of their 
duty of loyalty to the Company or its stockholders, (ii) acts or omissions 
not in good faith or which involve intentional misconduct or knowing 
violations of law, (iii) unlawful payment of dividends under Section 174 of 
the Delaware GCL or (iv) transactions from which a director derives an 
improper personal benefit.

		The Restated Certificate of Incorporation, as amended, of 
the Company provides for indemnification of directors and officers to the 
full extent provided by the Delaware GCL, as amended from time to time.  
It states that the indemnification provided therein shall not be deemed 
exclusive.  The Company may maintain insurance on behalf of any person 
who is or was a director, officer, employee or agent of the Company, or 
another corporation, partnership, joint venture, trust or other enterprise 
against any expense, liability or loss, whether or not the Company would 
have the power to indemnify him against such expense, liability or loss, 
under the provisions of the Delaware GCL.

		The Company has entered into agreements with each of its 
directors and officers pursuant to which it has agreed to indemnify each 
such person under certain circumstances.

		Pursuant to Section 145 and the Certificate of 
Incorporation, the Company maintains directors' and officers' liability 
insurance coverage.

Item 7.	Exemption from Registration Claimed.

		Not Applicable.

Item 8.	Exhibits.

		See the Exhibit Index immediately preceding the exhibits to 
this Registration Statement.

Item 9.	Undertakings.

		(a)	The registrant hereby undertakes:

		(1)	To file, during any period in which offers or sales 
are being made, a post-effective amendment to this registration statement:

		(i)     To include any prospectus required by Section 
10(a)(3) of the Securities Act of 1933;

		(ii)    To reflect in the prospectus any facts or events arising 
after the effective date of the registration statement (or the most recent 
post-effective amendment thereof) which, individually or in the aggregate, 
represent a fundamental change in the information set forth in the 
registration statement.  Notwithstanding the foregoing, any increase or 
decrease in volume of securities offered (if the total dollar value of 
securities offered would not exceed that which was registered) and any 
deviation from the low or high end of the estimated maximum offering 
range may be reflected in the form of prospectus filed with the Commission 
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and 
price represent no more than a 20% change in the maximum aggregate 
offering price set forth in the "Calculation of Registration Fee" table in the 
effective registration statement.

		(iii)   To include any material information with respect to 
the plan of distribution not previously disclosed in the registration 
statement or any material change to such information in the registration 
statement.

		Provided, however, that paragraphs (a) (1) (i) and (a) (1) 
(ii) do not apply if the registration statement is on Form S-3, Form S-8 or 
Form F-3, and the information required to be included in a post-effective 
amendment by those paragraphs is contained in periodic reports filed by the 
registrant pursuant to Section 13 or Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

		(2)	That, for the purpose of determining any liability 
under the Securities Act of l933, each such post-effective amendment shall 
be deemed to be a new registration statement relating to the securities 
offered therein, and the offering of such securities at that time shall be 
deemed to be the initial bona fide offering thereof.

		(3)	To remove from registration by means of a post-
effective amendment any of the securities being registered which remain 
unsold at the termination of the offering.

		(b)	The undersigned registrant hereby undertakes that, 
for purposes of determining any liability under the Securities Act of l933, 
each filing of the registrant's annual report pursuant to Section 13(a) or 
Section 15(d) of the Securities Exchange Act of l934 that is incorporated 
by reference in the registration statement shall be deemed to be a new 
registration statement relating to the securities offered therein, and the 
offering of such securities at that time shall be deemed to be the initial bona 
fide offering thereof.

		(c)	Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than the 
payment by the registrant of expenses incurred or paid by a director, officer 
or controlling person of the registrant in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against public 
policy as expressed in the Act and will be governed by the final 
adjudication of such issue.

                              
                               SIGNATURES

		The Registrant.    Pursuant to the requirements of the 
Securities Act of 1933, the registrant certifies that it has reasonable 
grounds to believe that it meets all of the requirements for filing on Form 
S-8 and has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City of 
Glenview, State of Illinois, on this 6th day of June, 1997.

					ZENITH ELECTRONICS CORPORATION

					By: 	/s/ Peter S. Willmott
        ---------------------------
						Peter S. Willmott
						President and Chief Executive Officer

		Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following persons in the 
capacities indicated on June 6, 1997.

/s/ Peter S. Willmott 	 Director, and Chief Executive Officer 
----------------------  (Principal Executive Officer)

/s/ Roger A. Cregg 	    Executive Vice President, Chief Financial Officer
---------------------   (Principal Financial and Principal Accounting Officer)

/s/ T. Kimball Brooker 	Director
---------------------

/s/ KS Cho             	Director
---------------------

/s/ Eugene B. Connolly	 Director
---------------------

/s/ Robert A. Helman    Director
---------------------

/s/ John Koo           	Director
---------------------

/s/ Andrew McNally IV	  Director
---------------------

/s/ HJ Lee              Director
---------------------

/s/ Yong Nam            Director
---------------------

         INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit		
Number                        Description		

4(a)	Debenture Purchase Agreement dated as of November 19, 1993 with the 
institutional investors named therein (incorporated by reference 
to Exhibit 4(a) of the Company's Current Report on Form 8-K dated 
November 19, 1993).

4(b)	Amendment No. 1 dated as of November 24, 1993 to the Debenture Purchase 
Agreement dated as of November 19, 1993 with the institutional investor named 
therein (incorporated by reference to Exhibit 4(a) of the Company's Current 
Report on Form 8-K dated November 24, 1993).

4(c)	Amendment No. 2 dated as of January 11, 1994 to the Debenture Purchase 
Agreement dated as of November 19, 1993 (incorporated by reference to Exhibit 
4(c) of the Company's Current Report on Form 8-K dated January 11, 1994).

4(d)	Debenture Purchase Agreement dated as of January 11, 1994 with the 
institutional investor named therein (incorporated by reference to 
Exhibit 4(a) of the Company's Current Report on Form 8-K dated January 
11, 1994.

4(e)	Indenture dated as of April 1, 1986 between Zenith Electronics 
Corporation and The First National Bank of Boston, as 
trustee, with respect to the 6 1/4% Convertible Subordinated Debentures 
due 2011 (incorporated by reference to Exhibit 1 of the Company's 
Quarterly Report on Form 10-Q for the quarter ended March 30, 1991).

4(f)	Credit Agreement dated as of March 31, 1997, among 
Zenith Electronics 	Corporation, Citibank N.A., Citicorp North America, Inc. 
And the other lenders named (incorporated by reference to Exhibit 
4(f) of the Company's Quarterly Report on Form 10-Q for the Quarter ended 
March 29, 1997.

*5	Opinion of Wayne M. Koprowski	
	
*23(a)	Consent of Arthur Andersen LLP	

*23(b)	The consent of Wayne M. Koprowski is contained in his 
opinion filed as Exhibit 5 to this Registration Statement.

*24	Powers of Attorney.	

______________________
* Filed herewith.