As filed with the Securities and Exchange Commission on January 10, 1997
								
                                                     Registration No. 333-
									
					
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

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

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

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

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

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

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

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

                      CALCULATION OF REGISTRATION FEE
 
------------------------------------------------------------------------------ 
| Title of |              |                  |                 |              |
|securities|              | Proposed maximum | Proposed maximum|   Amount of  |
|  to be   | Amount to be | offering price   |   aggregate     | registration |
|registered| registered   |   per share      | offering price  |     fee      |
|----------|--------------|------------------|-----------------|--------------|
|Common    |   850,000    |   $11.875(1)     |  $1,009,375(1)  |  $3,059.00(1)|
|Stock,    |   shares     |                  |                 |              | 
|$1.00 par |              |                  |                 |              | 
|value     |              |                  |                 |              | 
|----------|--------------|------------------|-----------------|--------------|

(1) Estimated solely for the purpose of calculating the registration fee and, 
pursuant to Rule 457(h) under the Securities Act of l933, based upon the 
average of the high and low sale prices of Common Stock of the Registrant 
on the New York Stock Exchange on January 9, 1997.

<PAGE>

                                                    January 10, 1996




                      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 Richard F. 
Vitkus, Secretary, Zenith Electronics Corporation, 1000 Milwaukee Avenue, 
Glenview, Illinois 60025 (telephone 847-391-8048).


    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 non-employee directors, 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 1996 
is approximately 1,200,000.  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-

<PAGE>


    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-

<PAGE>


    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 Committee shall


                                   -4-
<PAGE>



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-

<PAGE>


    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-

<PAGE>


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-

<PAGE>


    (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-
<PAGE>

  (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-

<PAGE>

                             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 Richard F. Vitkus, Secretary, Zenith 
Electronics Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(847/391-8064).

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



                                    -10-

<PAGE>



                                  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, 
1995.

    (b)	The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

    (c)	The Company's Current Reports on Form 8-K, dated 
July 24, 1996, August 22, 1996 and December 18, 1996.

    (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 descriptions.

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

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.




                                    II-1

<PAGE>


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

<PAGE>


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

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

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

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

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

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

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

                                   II-3

<PAGE>

                                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 10th day of January, 1997.

                                    ZENITH ELECTRONICS CORPORATION


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

    Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following persons in the 
capacities indicated on January 10, 1996.


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

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

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

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

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

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

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

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

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

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

<PAGE>


            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 Quarterly Report on 
       Form 10-Q for the quarter ended September 30, 1995).

4(c)   Certificate of Amendment to 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(d)   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(e)   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(f)   Second Amended and Restated Credit Agreement, dated as 
       of November 6, 1995, with General Electric Capital Corporation, as 
       agent and lender, and the other lenders named (incorporated by 
       reference to Exhibit 4(g) of the company's Quartlerly Report 
       on Form 10-Q for the quarter ended September 30, 1995).

4(g)   First Amended and Restated Term Loan Agreement, dated as of
       November 6, 1995, with General Electric Capital Corporation, as 
       agent and lender, and the other lenders named (incorporated by 
       reference to Exhibit 4(i) of the company's Quarterly Report on 
       Form 10-Q for the quarter ended September 30, 1995).

4(h)   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).

<PAGE>

Number                        Description		
---------------------------------------------------------------------------

4(i)   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(j)	  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(k)   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(l)   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 Wayne M. Koprowski	
 	
*23(a) Consent of Arthur Andersen LLP	

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

*24    Powers of Attorney.	

______________________
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 49653}]
{"company-data": {"conformed-name": "ZENITH ELECTRONICS CORP", "cik": "0000109265", "assigned-sic": "3651", "irs-number": "361996520", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19587", "film-number": "97504375"}, "business-address": {"street1": "1000 MILWAUKEE AVE", "city": "GLENVIEW", "state": "IL", "zip": "60025", "phone": "7083917000"}, "mail-address": {"street1": "1000 MILWAUKEE AVENUE", "city": "GLENVIEW", "state": "IL", "zip": "60025"}, "former-company": {"former-conformed-name": "ZENITH RADIO CORP", "date-changed": "19840508"}}
As filed with the Securities and Exchange Commission on January 10, 1997
								
                                                     Registration No. 333-
									
					
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ________________________

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

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

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

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

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

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

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

                      CALCULATION OF REGISTRATION FEE
 
------------------------------------------------------------------------------ 
| Title of |              |                  |                 |              |
|securities|              | Proposed maximum | Proposed maximum|   Amount of  |
|  to be   | Amount to be | offering price   |   aggregate     | registration |
|registered| registered   |   per share      | offering price  |     fee      |
|----------|--------------|------------------|-----------------|--------------|
|Common    |   850,000    |   $11.875(1)     |  $1,009,375(1)  |  $3,059.00(1)|
|Stock,    |   shares     |                  |                 |              | 
|$1.00 par |              |                  |                 |              | 
|value     |              |                  |                 |              | 
|----------|--------------|------------------|-----------------|--------------|

(1) Estimated solely for the purpose of calculating the registration fee and, 
pursuant to Rule 457(h) under the Securities Act of l933, based upon the 
average of the high and low sale prices of Common Stock of the Registrant 
on the New York Stock Exchange on January 9, 1997.
January 10, 1996

                      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 Richard F. 
Vitkus, Secretary, Zenith Electronics Corporation, 1000 Milwaukee Avenue, 
Glenview, Illinois 60025 (telephone 847-391-8048).

    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 non-employee directors, 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 1996 
is approximately 1,200,000.  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 Committee shall

                                   -4-
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 Richard F. Vitkus, Secretary, Zenith 
Electronics Corporation, 1000 Milwaukee Avenue, Glenview, Illinois 60025 
(847/391-8064).

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

                                    -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, 
1995.

    (b)	The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996.

    (c)	The Company's Current Reports on Form 8-K, dated 
July 24, 1996, August 22, 1996 and December 18, 1996.

    (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 descriptions.

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

Item 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        Not Applicable.

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

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

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

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

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

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

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

                                   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 10th day of January, 1997.

                                    ZENITH ELECTRONICS CORPORATION

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

    Pursuant to the requirements of the Securities Act of 1933, 
this registration statement has been signed by the following persons in the 
capacities indicated on January 10, 1996.

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

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

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

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

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

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

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

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

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

/s/ Yong Nam             Director
-----------------------
INDEX TO EXHIBITS TO REGISTRATION STATEMENT ON FORM S-8

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

4(a)   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 Quarterly Report on 
       Form 10-Q for the quarter ended September 30, 1995).

4(c)   Certificate of Amendment to 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(d)   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(e)   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(f)   Second Amended and Restated Credit Agreement, dated as 
       of November 6, 1995, with General Electric Capital Corporation, as 
       agent and lender, and the other lenders named (incorporated by 
       reference to Exhibit 4(g) of the company's Quartlerly Report 
       on Form 10-Q for the quarter ended September 30, 1995).

4(g)   First Amended and Restated Term Loan Agreement, dated as of
       November 6, 1995, with General Electric Capital Corporation, as 
       agent and lender, and the other lenders named (incorporated by 
       reference to Exhibit 4(i) of the company's Quarterly Report on 
       Form 10-Q for the quarter ended September 30, 1995).

4(h)   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).
Number                        Description		
---------------------------------------------------------------------------

4(i)   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(j)	  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(k)   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(l)   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 Wayne M. Koprowski	
 	
*23(a) Consent of Arthur Andersen LLP	

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

*24    Powers of Attorney.	

______________________
* Filed herewith.