As filed with the Securities and Exchange Commission on March 31, 1995
								
                                                     Registration No. 33-
									
					
                        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)

                     1987 ZENITH STOCK INCENTIVE PLAN
                          (Full title of the plan)

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

                              (708) 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    |   1,000,000  |   $7.8125(1)     |  $7,812,500(1)  |  $2,694.00(1)|
|Stock,    |   shares     |                  |                 |              | 
|$1.00 par |              |                  |                 |              | 
|value     |              |                  |                 |              | 
|----------|--------------|------------------|-----------------|--------------|
|Common    |  1,000,000(2)|      -(2)        |      -(2)       |      -(2)    |
|Stock     |              |                  |                 |              |
|Purchase  |              |                  |                 |              |
|Rights    |              |                  |                 |              |
------------------------------------------------------------------------------

(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 March 29, 1995.

(2) Rights are initially carried and traded with the Common Stock of the 
Registrant.  Value attributable to such Rights, if any, is reflected in the 
market price of the Common Stock.

<PAGE>

                                             March 31, 1995




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


                        ZENITH ELECTRONICS CORPORATION
                

                       1987 ZENITH STOCK INCENTIVE 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 issued (i) as stock bonus awards 
or upon the exercise of stock options or stock appreciation rights 
which may be granted to select officers and other key employees of the 
Company and its subsidiaries (collectively, the "Company") or (ii)  as 
stock bonus awards or upon the exercise of stock options which are 
granted to non-employee directors of the Company, in each case 
pursuant to the 1987 Zenith Stock Incentive 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 1986, Zenith's Board of Directors (the "Board") 
adopted, and in 1987 its stockholders approved, the Plan.  The Plan 
became effective on April 28, 1987.

        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 David S. Levin, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(telephone 708-391-8048).

<PAGE>

        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 and retaining key personnel 
possessing outstanding abilities; (ii) strengthening the Company's 
capability to develop, maintain and direct its management team; (iii) 
motivating key personnel, by means of performance-related incentives, 
to achieve long-term performance goals; (iv) providing key employees 
with the opportunity to participate in the long-term growth and 
financial success of the Company and (v) attracting, retaining and 
motivating non-employee directors.

        Duration.   All grants pursuant to the Plan must be made 
within ten years from April 28, 1987, the effective date of the Plan.  
The Plan shall terminate on April 28, 1997, unless terminated prior 
thereto by the Board.  

        Participation.  Participation in the Plan is limited to 
selected present or future officers and other key employees of the 
Company and to non-employee directors of Zenith.  

        Administration of the Plan.  The Organization and 
Compensation Committee of the Board of Directors (the 
"Committee"), consisting of at least two disinterested persons, will 
administer the Plan.  Subject to the limitations of the Plan, the 
Committee is authorized to interpret and administer the Plan, to 
establish selection guidelines and select eligible persons for 
participation in the Plan, to determine the form and number of shares 
covered by grants under the Plan, to establish, when necessary, the fair 
market value of Common Stock covered by grants under the Plan, to 
fix restriction and forfeiture provisions, to establish the time and 
conditions of vesting or exercise and the conditions, if any, under which 
vesting or exercise may be accelerated, and all other terms and 
conditions of grants.  The Committee may, in its discretion, delegate to 
Zenith's Chief Executive Officer the authority to select and make grants 
to eligible employees who are not directors or officers of the Company.  
Members of the committee are elected annually by the Board to serve 
for terms of one year and may be removed in the discretion of the 
Board.  No member of the Committee is eligible to receive grants other 
than automatic grants of 1,000 shares of Common Stock on the first 
Tuesday of each December and options to purchase 2,000 shares of 
Common Stock on the day following the annual meeting each year of 
Zenith's stockholders at a price per share equal to the fair market value 
of a share of Common Stock on the date of grant.

        Zenith pays the expenses in connection with the 
administration of the Plan and the issuance of shares of Common 
Stock.

        Securities Subject to the Plan.  The maximum number of 
shares of Common Stock with respect to which grants may be made in 
any calendar year under the Plan shall not exceed two percent (2%) of 
the number of shares of Common Stock issued and outstanding as of 
the first day of the period in which such grants are made.  The 
maximum number of shares of Common Stock with respect to which 
grants may be made in 1995 is approximately 900,000.  Shares of 
Common Stock that are the subject of grants made under the Plan, 
which are not issued by reason of the expiration, cancellation or other 
termination of grants, shall again be available for future grants.

        Shares of Common Stock to be issued under the Plan 
may be authorized and unissued shares, treasury stock or a combination 
thereof.

                                   -2-



        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 terminate or amend the Plan, except that the provisions relating to 
grants to non-employee directors of Common Stock and options to 
purchase Common Stock may not in general be amended more than 
once every six months and no amendment may be made without 
stockholder approval if such amendment would increase the maximum 
number of shares available for issuance under the Plan with respect to 
grants made in any calendar year, modify the class of eligible employees 
or materially increase the benefits accruing to participants under the 
Plan or otherwise require approval under Rule 16b-3 of the Securities 
Exchange Act of 1934 (the "Exchange Act").  Subject to the consent of 
the participant where such consent is required by law, the Committee 
may alter, amend or modify any award or grant under the Plan in any 
manner not inconsistent with the Plan, if the Committee deems such 
action in the best interests of the participant or the Company.

        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, including 
provisions relating to forfeiture of awards and provisions which may be 
required by law.

                        STOCK BONUS AWARDS

        The Plan provides for the issuance of stock bonus 
awards in the form of performance shares or units, stock units or shares 
of restricted Common Stock.  Awards are made on the basis of 
performance or continued employment with the Company.

        Performance Awards.  Performance awards are based 
upon the achievement of specified corporate, group, divisional, 
individual or other specified objectives, and the number of shares or 
units awarded depends upon the degree of achievement of such 
objectives.  Participants shall have no right, title or interest in 
performance shares or units until such time as the degree of 
achievement of the specified objectives has been determined.  Upon 
such determination, the interest of the participant in the performance 
units or shares shall vest as set forth in the award.

        Fixed Awards.  Fixed awards of shares of restricted 
Common Stock or stock units shall be made on the basis of the 
continued employment of the participant with the Company for a 
specified period of at least one year.  Fixed awards may also be given in 
consideration of an officer's or key employees' consulting services to 
the Company or compliance with an agreement not to compete with the 
Company for a period of at least one year.

        Restricted Stock.  Shares of Common Stock awarded as 
bonuses under the Plan shall contain such resale restrictions and 
forfeiture provisions as the Committee may deem appropriate.  A 
participant shall have the right to vote and to receive dividends on 
shares of restricted stock granted under the Plan.




                                   -3-


        Stock Units.  If stock units are credited to a participant 
pursuant to an award, amounts equal to dividends otherwise payable on 
a like number of shares of Common Stock after the crediting of the 
units may, if the award so provides, be paid to the participant as and 
when paid or credited to an account for the participant and held until 
the award is forfeited or paid out.  Interest may be credited on any such 
account annually.

        Taxes.  The Committee may, in its discretion, require as 
a condition of exercise or vesting of a stock bonus award, that the 
participant pay to the Company any federal, state or local withholding 
tax required to be paid, which payment may be made in cash or in 
shares of Common Stock.

        Vesting of Awards.  The Committee may, in its 
discretion, provide for total or partial early vesting of an award in the 
event of a participant's death, permanent and total disability or 
retirement, or if any event has or is expected to occur which would 
result in the termination of a public trading market for the Common 
Stock.  At the time of vesting, the award shall be paid to the participant 
either in shares of Common Stock having a fair market value equal to 
the maturity value of the award or units, or in cash equal to the 
maturity value of the award or units, or in such combination thereof as 
the Committee shall determine.  Shares of restricted Common Stock 
issued pursuant to an award shall, at the time of vesting, be released 
from the restrictions.
	
        Non-Transferability.  All stock bonus awards under the 
Plan shall not be transferable, except that the Committee may determine 
that such awards may be transferred by will or the laws of descent and 
distribution or as otherwise permitted by Rule 16b-3 of the Exchange 
Act.

                             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 and for a period not in excess of three years following the 
termination of such employment.  The executor, administrator or 
personal representative of a deceased optionee may exercise options 
held by such optionee for a period not in excess of three years after the 
death of the optionee.

        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 and its subsidiaries) shall not exceed 
$100,000.

        Loans.  The Committee may, in its discretion, authorize 
loans by the Company to optionees to assist in the exercise of options, 
whether granted pursuant to the Plan or any prior stock option plan of 
Zenith, any such loans to be in an amount not in excess of the exercise 
price of the option plus any federal, state or local income tax payable 
by the optionee by reason of such exercise as the 


                                   -4-


Committee shall determine, and to be for such term, to bear such 
interest and to be on such other terms and conditions as the Committee 
may determine.

        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 Committee may, in its discretion, require as a 
condition of exercise that the optionee pay to the Company any federal, 
state or local withholding tax payable as a result of such exercise.  The 
optionee may pay such taxes in cash or in shares of Common Stock 
having a fair market value equal to the amount of the required tax.

        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 the optionee only by him. 
Options may not be pledged or hypothecated by the holder.

                     STOCK APPRECIATION RIGHTS

        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.  The 
amount of appreciation is payable in cash, shares of Common Stock or 
in a combination of shares and cash, as determined by the 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.

        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. Stock appreciation rights shall not be 
transferable, except that an executor, administrator or personal 
representative of a deceased grantee may exercise rights held by such 
grantee for a period of three months after the death of the grantee.  
Stock appreciation rights may be exercised while a grantee is employed 
by the Company and for a period of three months after termination of 
such employment, provided, that if the terms of the grant so provide, a 
grantee who is a director of the Company may exercise rights for such 
longer period after termination of employment as such grantee remains 
a director of the Company.  

                    NON-EMPLOYEE DIRECTORS' STOCK PLAN

        Stock Awards.  Each person who is a non-employee 
director of Zenith on the first Tuesday of December of each year, will 
be issued 1,000 shares of Common Stock as compensation for his or 
her service as a director.


                                   -5-


        Options.  Each year during the term of the Plan, each 
person who is a non-employee director of Zenith on the day following 
Zenith's annual meeting of stockholders shall on such day be granted an 
option to purchase 2,000 shares of Common Stock at a price per share 
equal to 100% of the fair market value of a share of Common Stock on 
the date of grant.  Such options may be exercised for a period of ten 
years beginning on the date of grant and the option price may be paid in 
cash or in shares of Common Stock having a fair market value equal to 
the option price or a combination thereof.  Such an option is not 
transferable and may, during the lifetime of the director, be exercised 
only by such director, except that such option may be exercised by the 
executor, administrator or personal representative of a deceased 
director at any time within two years following the date of death.  Such 
an option will expire six months following the date on which the 
director ceases to serve as a member of the Board, unless such 
cessation is by reason of death, total disability or retirement at or after 
attaining age 62, in which case such option will expire two years 
following the date of such cessation.  If such a director dies within six 
months after ceasing to serve as a member of the Board, such option 
may be exercised by the executor, administrator or personal 
representative for two years following the date of death.

                      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 Bonus Awards

        (a)  A participant will not recognize income upon the 
grant of a stock bonus award in the form of stock units, 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 stock units, 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.

        The taxable compensation recognized by a participant 
upon vesting of an award made in the form of stock units 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 stock units 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.

        (b)  A participant will not, unless he elects otherwise, 
recognize income upon the receipt of a stock bonus award in the form 
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


                                   -6-


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.

        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.

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.  Notwithstanding 
the foregoing, an officer or director (within the meaning of Section 
16(b) of the Exchange Act) who exercises a non-qualified option within 
six months after it is granted will, unless he elects otherwise, recognize 
taxable compensation at the time the restrictions imposed by Section 
16(b) of the Exchange Act with respect to such grant lapse, generally 
six months after grant, in an amount equal to the excess, if any, of the 
fair market value at such time of the shares acquired over the option 
price, and an officer or director who receives shares of Common Stock 
upon exercise of a stock appreciation right within six months after it is 
granted will, unless he elects otherwise, recognize taxable 
compensation at the time the restrictions imposed by Section 16(b) of 
the Exchange Act with respect to the receipt of such shares lapse, in an 
amount equal to the fair market value at such time of the shares so 
acquired.  

        (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.  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 will commence on the date of exercise of 
such option or stock appreciation right.


                                   -7-


        (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, 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, 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, within three months following termination of employment 
for reasons other than death or disability or within one year after 
termination of employment because of disability.  However, the excess 
of the fair market value 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 disposes of the shares acquired by exercise of an incentive 
stock option 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:

    (1)  If the amount realized upon such disposition is equal to or 
more 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;



                                   -8-


    (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

    (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.

        If a participant exercises an incentive stock option more 
than three months after termination of employment for reasons other 
than disability or death or more than one year after termination because 
of disability, then such option will be treated in the same manner as a 
non-qualified stock option.

        (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.  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.

        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.


                                   -9-


                           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 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 David S. Levin, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(708/391-8048).

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.



                                  -10-


                                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, 1994.

        (b)	The Company's Current Reports on Form 8-K, 
dated February 9, 1995, February 15, 1995 and February 23, 1995.

        (c)	All other reports filed by the Company pursuant 
to Section 13(a) or 15(d) of the Securities Exchange Act of l934, as 
amended (the "Exchange Act"), since December 31, 1994.

        (d)	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 description.

        (e)	The description of the Common Stock Purchase 
Rights of the Company 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 description.

        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.




                                 II-1


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-2


        (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; and

        (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 or 
Form S-8 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.







                                 II-3


                               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 30th day of March, 1995.

                      ZENITH ELECTRONICS CORPORATION


                      By:  /s/ Jerry K. Pearlman
                           ----------------------	
                           Jerry K. Pearlman
                           Chairman, 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 March 30, 1995.



/s/ Jerry K. Pearlman          Director, Chairman and Chief Executive Officer
----------------------         (Principal Executive Officer)
Jerry K. Pearlman	

/s/ Albin F. Moschner          Director, President and Chief Operating Officer
----------------------
Albin F. Moschner

/s/ Kell B. Benson             Senior Vice President-Finance and
----------------------         Chief Financial Officer 
Kell B. Benson                 (Principal Financial and
                               Principal Accounting Officer)

        *                             Director
----------------------
Harry G. Beckner

        *                        	Director
----------------------
T. Kimball Brooker

        *                        	Director
----------------------
David H. Cohen

        *                        	Director
----------------------
Ilene S. Gordon

        *                        	Director
----------------------
Charles Marshall

        *                        	Director
----------------------
Gerald M. McCarthy

        *                        	Director
---------------------
Andrew McNally IV

        *                        	Director
----------------------
Peter S. Willmott


*By /s/ David S. Levin
    ------------------	
    David S. Levin
    Attorney-in-Fact



            INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8



Exhibit		
Number                             Description		
-----------------------------------------------------------------------------

4(a)   Restated Certificate of Incorporation of the Company, as
       amended (incorporated by reference to Exhibit 3(a) to the
       Company's Annual Report on Form 10-K for the year 
       ended December 31, 1992.

4(b)   By-laws of the Company, as amended (incorporated by 
       reference to Exhibit 3 to the Company's Current Report on 
       Form 8-K, dated January 31, 1994).

4(c)   Specimen certificate representing Common Stock, $1.00 par 
       value (incorporated by reference to Exhibit 4(c) to the 
       Company's Registration Statement on Form S-3, Registration 
       Number 33-15277).

4(d)   Stockholder Rights Agreement, dated as of October 3, 1986 
       (incorporated by reference to Exhibit 4c of the Company's Quarterly 
       Report on Form 10-Q for the quarter ended September 
       28, 1991).

4(e)   Amendment, dated April 26, 1988, to Stockholder Rights Agreement 
       (incorporated by reference to Exhibit 4 (d) of the 
       Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 
       1993).

4(f)   Amended and Restated Summary of Rights to Purchase Common 
       Stock (incorporated by reference to Exhibit 4(e) of the 
       Company's Quarterly Report on Form 10-Q, for the quarter ended July 3, 
       1993).

4(g)   Amendment, dated July 7, 1988, to Stockholder Rights 
       Agreement (incorporated by reference to Exhibit 4(f) of the 
       Company's Quarterly Report on Form 10-Q for the quarter ended July 3, 
       1993).

4(h)   Agreement, dated May 23, 1991, among Zenith Electronics Corporation, 
       The First National Bank of Boston and Harris Trust and 
       Savings Bank (incorporated by reference to Exhibit 1 of Form 8 dated 
       May 30, 1991).

4(i)   Amendment, dated May 24, 1991, to Stockholder Rights Agreement 
       (incorporated by reference to Exhibit 2 of Form 8 dated May 30, 1991).

4(j)   Agreement, dated as of February 1, 1993, among Zenith Electronics 
       Corporation, The Bank of New York and Harris Trust and Savings 
       Bank (incorporated by reference to Exhibit 1 to Form 8 dated 
       March 25, 1993).

4(k)   Certificate of Amendment of Restated Certificate of Incorporation 
       dated May 4, 1993 (incorporated by reference to Exhibit 4(l) of the 
       Company's Quarterly Report on Form 10-Q for the Quarter ended 
       April 3, 1993).

4(l)   Credit Agreement dated as of May 21, 1993 with General Electric Capital
       Corporation, as agent and lender, and the other lenders named therein 
       (incorporated by reference to Exhibit 4 of the Company's Current 
       Report on Form 8-K dated May 21, 1993).

4(m)   Amendment No. 1 dated November 8, 1993 to the Credit Agreement dated 
       May 21, 1993, with General Electric Capital Corporation, as agent and 
       lender, and the other lenders named therein (incorporated by reference 
       to Exhibit 4(b) of the Company's Current Report on Form 8-K dated 
       November 19, 1993).

4(n)   Amendment No. 3 dated January 7, 1994 to the Credit Agreement dated 
       May 21, 1993 with General Electric Capital Corporation, as agent and 
       lender, and the other lenders named therein (incorporated by reference 
       to Exhibit 4(b) of the Company's Current Report on Form 8-K dated 
       January 11, 1994).

4(o)   Fourth Amendment dated as of January 28, 1994 to the Credit Agreement 
       dated May 21, 1993, with General Electric Capital Corporation, as agent 
       and lender, and the other lenders named therein (incorporated by 
       reference to Exhibit 4 of the Company's Current Report on Form 8-K dated 
       January 31, 1994).

4(p)   Fifth Amendment dated April 21, 1994 to Credit Agreement dated May 21, 
       1993 with General Electric Capital Corporation, as agent and lender, and 
       the other lenders named therein (incorporated by reference to Exhibit 4 
       of the Company's Current Report on Form 8-K dated April 21, 1994).

4(q)   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(r)   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(s)   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(t)   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(u)   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).

*5     Opinion of Richard F. Vitkus	
	
*23(a) Consent of Arthur Andersen LLP	

*23(b) The consent of Richard F. Vitkus 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": 52659}]
As filed with the Securities and Exchange Commission on March 31, 1995
								
                                                     Registration No. 33-
									
					
                        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)

                     1987 ZENITH STOCK INCENTIVE PLAN
                          (Full title of the plan)

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

                              (708) 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    |   1,000,000  |   $7.8125(1)     |  $7,812,500(1)  |  $2,694.00(1)|
|Stock,    |   shares     |                  |                 |              | 
|$1.00 par |              |                  |                 |              | 
|value     |              |                  |                 |              | 
|----------|--------------|------------------|-----------------|--------------|
|Common    |  1,000,000(2)|      -(2)        |      -(2)       |      -(2)    |
|Stock     |              |                  |                 |              |
|Purchase  |              |                  |                 |              |
|Rights    |              |                  |                 |              |
------------------------------------------------------------------------------

(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 March 29, 1995.

(2) Rights are initially carried and traded with the Common Stock of the 
Registrant.  Value attributable to such Rights, if any, is reflected in the 
market price of the Common Stock.
March 31, 1995

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

                        ZENITH ELECTRONICS CORPORATION
                

                       1987 ZENITH STOCK INCENTIVE 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 issued (i) as stock bonus awards 
or upon the exercise of stock options or stock appreciation rights 
which may be granted to select officers and other key employees of the 
Company and its subsidiaries (collectively, the "Company") or (ii)  as 
stock bonus awards or upon the exercise of stock options which are 
granted to non-employee directors of the Company, in each case 
pursuant to the 1987 Zenith Stock Incentive 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 1986, Zenith's Board of Directors (the "Board") 
adopted, and in 1987 its stockholders approved, the Plan.  The Plan 
became effective on April 28, 1987.

        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 David S. Levin, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(telephone 708-391-8048).
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 and retaining key personnel 
possessing outstanding abilities; (ii) strengthening the Company's 
capability to develop, maintain and direct its management team; (iii) 
motivating key personnel, by means of performance-related incentives, 
to achieve long-term performance goals; (iv) providing key employees 
with the opportunity to participate in the long-term growth and 
financial success of the Company and (v) attracting, retaining and 
motivating non-employee directors.

        Duration.   All grants pursuant to the Plan must be made 
within ten years from April 28, 1987, the effective date of the Plan.  
The Plan shall terminate on April 28, 1997, unless terminated prior 
thereto by the Board.  

        Participation.  Participation in the Plan is limited to 
selected present or future officers and other key employees of the 
Company and to non-employee directors of Zenith.  

        Administration of the Plan.  The Organization and 
Compensation Committee of the Board of Directors (the 
"Committee"), consisting of at least two disinterested persons, will 
administer the Plan.  Subject to the limitations of the Plan, the 
Committee is authorized to interpret and administer the Plan, to 
establish selection guidelines and select eligible persons for 
participation in the Plan, to determine the form and number of shares 
covered by grants under the Plan, to establish, when necessary, the fair 
market value of Common Stock covered by grants under the Plan, to 
fix restriction and forfeiture provisions, to establish the time and 
conditions of vesting or exercise and the conditions, if any, under which 
vesting or exercise may be accelerated, and all other terms and 
conditions of grants.  The Committee may, in its discretion, delegate to 
Zenith's Chief Executive Officer the authority to select and make grants 
to eligible employees who are not directors or officers of the Company.  
Members of the committee are elected annually by the Board to serve 
for terms of one year and may be removed in the discretion of the 
Board.  No member of the Committee is eligible to receive grants other 
than automatic grants of 1,000 shares of Common Stock on the first 
Tuesday of each December and options to purchase 2,000 shares of 
Common Stock on the day following the annual meeting each year of 
Zenith's stockholders at a price per share equal to the fair market value 
of a share of Common Stock on the date of grant.

        Zenith pays the expenses in connection with the 
administration of the Plan and the issuance of shares of Common 
Stock.

        Securities Subject to the Plan.  The maximum number of 
shares of Common Stock with respect to which grants may be made in 
any calendar year under the Plan shall not exceed two percent (2%) of 
the number of shares of Common Stock issued and outstanding as of 
the first day of the period in which such grants are made.  The 
maximum number of shares of Common Stock with respect to which 
grants may be made in 1995 is approximately 900,000.  Shares of 
Common Stock that are the subject of grants made under the Plan, 
which are not issued by reason of the expiration, cancellation or other 
termination of grants, shall again be available for future grants.

        Shares of Common Stock to be issued under the Plan 
may be authorized and unissued shares, treasury stock or a combination 
thereof.

                                   -2-

        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 terminate or amend the Plan, except that the provisions relating to 
grants to non-employee directors of Common Stock and options to 
purchase Common Stock may not in general be amended more than 
once every six months and no amendment may be made without 
stockholder approval if such amendment would increase the maximum 
number of shares available for issuance under the Plan with respect to 
grants made in any calendar year, modify the class of eligible employees 
or materially increase the benefits accruing to participants under the 
Plan or otherwise require approval under Rule 16b-3 of the Securities 
Exchange Act of 1934 (the "Exchange Act").  Subject to the consent of 
the participant where such consent is required by law, the Committee 
may alter, amend or modify any award or grant under the Plan in any 
manner not inconsistent with the Plan, if the Committee deems such 
action in the best interests of the participant or the Company.

        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, including 
provisions relating to forfeiture of awards and provisions which may be 
required by law.

                        STOCK BONUS AWARDS

        The Plan provides for the issuance of stock bonus 
awards in the form of performance shares or units, stock units or shares 
of restricted Common Stock.  Awards are made on the basis of 
performance or continued employment with the Company.

        Performance Awards.  Performance awards are based 
upon the achievement of specified corporate, group, divisional, 
individual or other specified objectives, and the number of shares or 
units awarded depends upon the degree of achievement of such 
objectives.  Participants shall have no right, title or interest in 
performance shares or units until such time as the degree of 
achievement of the specified objectives has been determined.  Upon 
such determination, the interest of the participant in the performance 
units or shares shall vest as set forth in the award.

        Fixed Awards.  Fixed awards of shares of restricted 
Common Stock or stock units shall be made on the basis of the 
continued employment of the participant with the Company for a 
specified period of at least one year.  Fixed awards may also be given in 
consideration of an officer's or key employees' consulting services to 
the Company or compliance with an agreement not to compete with the 
Company for a period of at least one year.

        Restricted Stock.  Shares of Common Stock awarded as 
bonuses under the Plan shall contain such resale restrictions and 
forfeiture provisions as the Committee may deem appropriate.  A 
participant shall have the right to vote and to receive dividends on 
shares of restricted stock granted under the Plan.

                                   -3-

        Stock Units.  If stock units are credited to a participant 
pursuant to an award, amounts equal to dividends otherwise payable on 
a like number of shares of Common Stock after the crediting of the 
units may, if the award so provides, be paid to the participant as and 
when paid or credited to an account for the participant and held until 
the award is forfeited or paid out.  Interest may be credited on any such 
account annually.

        Taxes.  The Committee may, in its discretion, require as 
a condition of exercise or vesting of a stock bonus award, that the 
participant pay to the Company any federal, state or local withholding 
tax required to be paid, which payment may be made in cash or in 
shares of Common Stock.

        Vesting of Awards.  The Committee may, in its 
discretion, provide for total or partial early vesting of an award in the 
event of a participant's death, permanent and total disability or 
retirement, or if any event has or is expected to occur which would 
result in the termination of a public trading market for the Common 
Stock.  At the time of vesting, the award shall be paid to the participant 
either in shares of Common Stock having a fair market value equal to 
the maturity value of the award or units, or in cash equal to the 
maturity value of the award or units, or in such combination thereof as 
the Committee shall determine.  Shares of restricted Common Stock 
issued pursuant to an award shall, at the time of vesting, be released 
from the restrictions.
	
        Non-Transferability.  All stock bonus awards under the 
Plan shall not be transferable, except that the Committee may determine 
that such awards may be transferred by will or the laws of descent and 
distribution or as otherwise permitted by Rule 16b-3 of the Exchange 
Act.

                             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 and for a period not in excess of three years following the 
termination of such employment.  The executor, administrator or 
personal representative of a deceased optionee may exercise options 
held by such optionee for a period not in excess of three years after the 
death of the optionee.

        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 and its subsidiaries) shall not exceed 
$100,000.

        Loans.  The Committee may, in its discretion, authorize 
loans by the Company to optionees to assist in the exercise of options, 
whether granted pursuant to the Plan or any prior stock option plan of 
Zenith, any such loans to be in an amount not in excess of the exercise 
price of the option plus any federal, state or local income tax payable 
by the optionee by reason of such exercise as the 

                                   -4-

Committee shall determine, and to be for such term, to bear such 
interest and to be on such other terms and conditions as the Committee 
may determine.

        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 Committee may, in its discretion, require as a 
condition of exercise that the optionee pay to the Company any federal, 
state or local withholding tax payable as a result of such exercise.  The 
optionee may pay such taxes in cash or in shares of Common Stock 
having a fair market value equal to the amount of the required tax.

        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 the optionee only by him. 
Options may not be pledged or hypothecated by the holder.

                     STOCK APPRECIATION RIGHTS

        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.  The 
amount of appreciation is payable in cash, shares of Common Stock or 
in a combination of shares and cash, as determined by the 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.

        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. Stock appreciation rights shall not be 
transferable, except that an executor, administrator or personal 
representative of a deceased grantee may exercise rights held by such 
grantee for a period of three months after the death of the grantee.  
Stock appreciation rights may be exercised while a grantee is employed 
by the Company and for a period of three months after termination of 
such employment, provided, that if the terms of the grant so provide, a 
grantee who is a director of the Company may exercise rights for such 
longer period after termination of employment as such grantee remains 
a director of the Company.  

                    NON-EMPLOYEE DIRECTORS' STOCK PLAN

        Stock Awards.  Each person who is a non-employee 
director of Zenith on the first Tuesday of December of each year, will 
be issued 1,000 shares of Common Stock as compensation for his or 
her service as a director.

                                   -5-

        Options.  Each year during the term of the Plan, each 
person who is a non-employee director of Zenith on the day following 
Zenith's annual meeting of stockholders shall on such day be granted an 
option to purchase 2,000 shares of Common Stock at a price per share 
equal to 100% of the fair market value of a share of Common Stock on 
the date of grant.  Such options may be exercised for a period of ten 
years beginning on the date of grant and the option price may be paid in 
cash or in shares of Common Stock having a fair market value equal to 
the option price or a combination thereof.  Such an option is not 
transferable and may, during the lifetime of the director, be exercised 
only by such director, except that such option may be exercised by the 
executor, administrator or personal representative of a deceased 
director at any time within two years following the date of death.  Such 
an option will expire six months following the date on which the 
director ceases to serve as a member of the Board, unless such 
cessation is by reason of death, total disability or retirement at or after 
attaining age 62, in which case such option will expire two years 
following the date of such cessation.  If such a director dies within six 
months after ceasing to serve as a member of the Board, such option 
may be exercised by the executor, administrator or personal 
representative for two years following the date of death.

                      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 Bonus Awards

        (a)  A participant will not recognize income upon the 
grant of a stock bonus award in the form of stock units, 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 stock units, 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.

        The taxable compensation recognized by a participant 
upon vesting of an award made in the form of stock units 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 stock units 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.

        (b)  A participant will not, unless he elects otherwise, 
recognize income upon the receipt of a stock bonus award in the form 
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

                                   -6-

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.

        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.

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.  Notwithstanding 
the foregoing, an officer or director (within the meaning of Section 
16(b) of the Exchange Act) who exercises a non-qualified option within 
six months after it is granted will, unless he elects otherwise, recognize 
taxable compensation at the time the restrictions imposed by Section 
16(b) of the Exchange Act with respect to such grant lapse, generally 
six months after grant, in an amount equal to the excess, if any, of the 
fair market value at such time of the shares acquired over the option 
price, and an officer or director who receives shares of Common Stock 
upon exercise of a stock appreciation right within six months after it is 
granted will, unless he elects otherwise, recognize taxable 
compensation at the time the restrictions imposed by Section 16(b) of 
the Exchange Act with respect to the receipt of such shares lapse, in an 
amount equal to the fair market value at such time of the shares so 
acquired.  

        (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.  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 will commence on the date of exercise of 
such option or stock appreciation right.

                                   -7-

        (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, 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, 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, within three months following termination of employment 
for reasons other than death or disability or within one year after 
termination of employment because of disability.  However, the excess 
of the fair market value 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 disposes of the shares acquired by exercise of an incentive 
stock option 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:

    (1)  If the amount realized upon such disposition is equal to or 
more 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;

                                   -8-

    (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

    (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.

        If a participant exercises an incentive stock option more 
than three months after termination of employment for reasons other 
than disability or death or more than one year after termination because 
of disability, then such option will be treated in the same manner as a 
non-qualified stock option.

        (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.  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.

        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.

                                   -9-

                           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 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 David S. Levin, Secretary, Zenith Electronics 
Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(708/391-8048).

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.

                                  -10-

                                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, 1994.

        (b)	The Company's Current Reports on Form 8-K, 
dated February 9, 1995, February 15, 1995 and February 23, 1995.

        (c)	All other reports filed by the Company pursuant 
to Section 13(a) or 15(d) of the Securities Exchange Act of l934, as 
amended (the "Exchange Act"), since December 31, 1994.

        (d)	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 description.

        (e)	The description of the Common Stock Purchase 
Rights of the Company 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 description.

        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.

                                 II-1

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-2

        (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; and

        (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 or 
Form S-8 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.

                                 II-3

                               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 30th day of March, 1995.

                      ZENITH ELECTRONICS CORPORATION

                      By:  /s/ Jerry K. Pearlman
                           ----------------------	
                           Jerry K. Pearlman
                           Chairman, 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 March 30, 1995.

/s/ Jerry K. Pearlman          Director, Chairman and Chief Executive Officer
----------------------         (Principal Executive Officer)
Jerry K. Pearlman	

/s/ Albin F. Moschner          Director, President and Chief Operating Officer
----------------------
Albin F. Moschner

/s/ Kell B. Benson             Senior Vice President-Finance and
----------------------         Chief Financial Officer 
Kell B. Benson                 (Principal Financial and
                               Principal Accounting Officer)

        *                             Director
----------------------
Harry G. Beckner

        *                        	Director
----------------------
T. Kimball Brooker

        *                        	Director
----------------------
David H. Cohen

        *                        	Director
----------------------
Ilene S. Gordon

        *                        	Director
----------------------
Charles Marshall

        *                        	Director
----------------------
Gerald M. McCarthy

        *                        	Director
---------------------
Andrew McNally IV

        *                        	Director
----------------------
Peter S. Willmott

*By /s/ David S. Levin
    ------------------	
    David S. Levin
    Attorney-in-Fact

            INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

Exhibit		
Number                             Description		
-----------------------------------------------------------------------------

4(a)   Restated Certificate of Incorporation of the Company, as
       amended (incorporated by reference to Exhibit 3(a) to the
       Company's Annual Report on Form 10-K for the year 
       ended December 31, 1992.

4(b)   By-laws of the Company, as amended (incorporated by 
       reference to Exhibit 3 to the Company's Current Report on 
       Form 8-K, dated January 31, 1994).

4(c)   Specimen certificate representing Common Stock, $1.00 par 
       value (incorporated by reference to Exhibit 4(c) to the 
       Company's Registration Statement on Form S-3, Registration 
       Number 33-15277).

4(d)   Stockholder Rights Agreement, dated as of October 3, 1986 
       (incorporated by reference to Exhibit 4c of the Company's Quarterly 
       Report on Form 10-Q for the quarter ended September 
       28, 1991).

4(e)   Amendment, dated April 26, 1988, to Stockholder Rights Agreement 
       (incorporated by reference to Exhibit 4 (d) of the 
       Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 
       1993).

4(f)   Amended and Restated Summary of Rights to Purchase Common 
       Stock (incorporated by reference to Exhibit 4(e) of the 
       Company's Quarterly Report on Form 10-Q, for the quarter ended July 3, 
       1993).

4(g)   Amendment, dated July 7, 1988, to Stockholder Rights 
       Agreement (incorporated by reference to Exhibit 4(f) of the 
       Company's Quarterly Report on Form 10-Q for the quarter ended July 3, 
       1993).

4(h)   Agreement, dated May 23, 1991, among Zenith Electronics Corporation, 
       The First National Bank of Boston and Harris Trust and 
       Savings Bank (incorporated by reference to Exhibit 1 of Form 8 dated 
       May 30, 1991).

4(i)   Amendment, dated May 24, 1991, to Stockholder Rights Agreement 
       (incorporated by reference to Exhibit 2 of Form 8 dated May 30, 1991).

4(j)   Agreement, dated as of February 1, 1993, among Zenith Electronics 
       Corporation, The Bank of New York and Harris Trust and Savings 
       Bank (incorporated by reference to Exhibit 1 to Form 8 dated 
       March 25, 1993).

4(k)   Certificate of Amendment of Restated Certificate of Incorporation 
       dated May 4, 1993 (incorporated by reference to Exhibit 4(l) of the 
       Company's Quarterly Report on Form 10-Q for the Quarter ended 
       April 3, 1993).

4(l)   Credit Agreement dated as of May 21, 1993 with General Electric Capital
       Corporation, as agent and lender, and the other lenders named therein 
       (incorporated by reference to Exhibit 4 of the Company's Current 
       Report on Form 8-K dated May 21, 1993).

4(m)   Amendment No. 1 dated November 8, 1993 to the Credit Agreement dated 
       May 21, 1993, with General Electric Capital Corporation, as agent and 
       lender, and the other lenders named therein (incorporated by reference 
       to Exhibit 4(b) of the Company's Current Report on Form 8-K dated 
       November 19, 1993).

4(n)   Amendment No. 3 dated January 7, 1994 to the Credit Agreement dated 
       May 21, 1993 with General Electric Capital Corporation, as agent and 
       lender, and the other lenders named therein (incorporated by reference 
       to Exhibit 4(b) of the Company's Current Report on Form 8-K dated 
       January 11, 1994).

4(o)   Fourth Amendment dated as of January 28, 1994 to the Credit Agreement 
       dated May 21, 1993, with General Electric Capital Corporation, as agent 
       and lender, and the other lenders named therein (incorporated by 
       reference to Exhibit 4 of the Company's Current Report on Form 8-K dated 
       January 31, 1994).

4(p)   Fifth Amendment dated April 21, 1994 to Credit Agreement dated May 21, 
       1993 with General Electric Capital Corporation, as agent and lender, and 
       the other lenders named therein (incorporated by reference to Exhibit 4 
       of the Company's Current Report on Form 8-K dated April 21, 1994).

4(q)   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(r)   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(s)   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(t)   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(u)   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).

*5     Opinion of Richard F. Vitkus	
	
*23(a) Consent of Arthur Andersen LLP	

*23(b) The consent of Richard F. Vitkus is contained in his opinion filed as 
       Exhibit 5 to this Registration Statement.

*24    Powers of Attorney.	

______________________
* Filed herewith.