SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           Form 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 1999

                               OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
     THE SECURITIES EXCHANGE ACT OF 1934
     For the transition period from _______________ to _______________

               Commission File Number 2-93668-FW

                    UNIVIEW TECHNOLOGIES CORPORATION
         (Exact name of Registrant as specified in its charter)

                Texas                                  75-1975147
     (State or other jurisdiction of               (I.R.S. Employer 
      incorporation or organization)                Identification No.)

               10911 Petal Street,                      75238
                  Dallas, Texas                        (Zip Code)
     (Address of principal executive offices)

                             (214) 503-8880
          (Registrant's telephone number, including area code)

     Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES [X] NO []

     At May 7, 1999, there were 13,739,519 shares of Registrant's common
stock outstanding.
<PAGE>     
                         GENERAL INDEX
                                                             Page Number
                            PART I.
                     FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS                                  3

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS                   8

                            PART II.
                       OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                    10

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS            11

ITEM 5.   OTHER INFORMATION                                    12

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                     13

SIGNATURES                                                     13

EXHIBIT INDEX                                                  13
<PAGE>
                PART I  -  FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets                                         
                                        March 31          June 30        
                                        1999              1998         
                                        -----------       -----------
                                        (Unaudited)
ASSETS
   Cash & cash equivalents             $  1,190,022      $  2,284,988
   Accounts Receivable                    1,271,599         1,726,900
   Notes Receivable                          97,453           129,902
   Inventory, net                           501,859           943,048
   Prepaid Expenses                          13,404           166,003
                                        -----------       -----------
   Total Current Assets                   3,074,337         5,250,841
                                        -----------       ----------- 
OTHER ASSETS                                                        
   Software development costs, net        1,584,724         2,620,997
   Licenses, net                            165,000         1,054,703
   Property and equipment, net            1,687,456         3,305,449
   Trademark, net                         3,637,695         3,820,874
   Goodwill, net                          1,591,963         1,557,559
   Other                                     79,180           118,239
                                        -----------       -----------  
   Total other assets                     8,746,018        12,477,821
                                        -----------       ----------- 
TOTAL ASSETS                           $ 11,820,355      $ 17,728,662
                                        ===========       =========== 
See accompanying notes to                                           
consolidated financial statements.
<PAGE>                                                                    
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Balance Sheets                                         
                                                    March 31       June 30  
                                                    1999           1998         
                                                    -----------    -----------
LIABILITIES AND STOCKHOLDERS EQUITY                 (Unaudited)
CURRENT LIABILITIES                                                 
   Current Maturities of long-term debt            $  1,356,422   $  3,644,729
   Current maturities of capital leases                  67,627         50,666
   Trade accounts payable                             1,304,942      4,224,897
   License fee payable                                       --        673,920
   Accrued and other current liabilities              1,575,920      1,379,753
   Deferred income                                           --         69,889
                                                    -----------    -----------
   Total Current Liabilities                          4,304,911     10,043,854
                                                    -----------    -----------
Long Term Debt                                                      
   Obligations under notes payable,                                 
          less current maturities                     2,562,553         15,495
   Obligations under capital                                        
          leases, less current maturities                42,397        124,425
   Warranty Provision                                    53,592        244,657
                                                    -----------    -----------
   Total Liabilities                                  6,963,453     10,428,431
                                                    -----------    -----------
STOCKHOLDERS' EQUITY                                                
  Preferred stock, cumulative, $1.00 par value;
    1,000,000 shares authorized:                                  
       Series A, 140,000 shares issued
         (liquidation preference of $140,000)           140,000        140,000
       Series H, 55 shares issued and 3 and
         3 shares outstanding at March 31, 1999
         and June 30, 1998, respectively
         (liquidation preference of $75,000 and $75,000)      3              3
       Series Q, 60 shares issued and 41 and
         60 shares outstanding at March 31, 1999
         and June 30, 1998, respectively
         (liquidation preference of $1,025,000 and
         $1,500,000)                                         41             60
       Series 1998-A1, 80 shares issued and 0 shares
         and 80 shares outstanding at March 31, 1999
         and June 30, 1998, respectively (liquidation         0             80
         preference of $0 and $2,000,000)                          
       Series 1999-B, 84 shares issued and 84 shares and
         0 shares outstanding at March 31, 1999 and
         June 30, 1998, respectively (liquidation                   
         preference of $2,100,000 and $0)                    84              0
   Common stock, $.10 par value; 80,000,000 shares
      authorized; 13,420,769 and 10,032,669 shares
      issued and outstanding at March 31, 1999,
      and June 30, 1998                               1,342,077      1,003,267
   Additional Paid In Capital                        44,175,700     42,480,261
   Accumulated Deficit                              (40,801,003)   (36,323,440)
                                                    -----------    -----------
   Total Stockholders' Equity                         4,856,902      7,300,231
                                                    -----------    -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 11,820,355   $ 17,728,662
                                                    ===========    ===========
See accompanying notes to consolidated financial statements.
<PAGE>                                                                    
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Operations (Unaudited)
<TABLE>                                                        
<CAPTION>
                                                   Three Months Ended            Nine Months Ended
                                              --------------------------    --------------------------
                                                 March 31       March 31       March 31       March 31
                                                     1999           1998           1999           1998
                                              -----------    -----------    -----------    -----------
<S>                                           <C>            <C>            <C>            <C>
REVENUES
     Revenues                                 $ 2,510,921      $  58,019    $ 9,256,336      $ 189,393
                                              -----------    -----------    -----------    ----------- 
          Total Revenue                         2,510,921         58,019      9,256,336        189,393
                                                                    
COST OF REVENUES                                2,384,836         61,795      7,637,497        184,209
                                              -----------    -----------    -----------    ----------- 
          Gross Profit                            126,085         (3,776)     1,618,840          5,184
                                                                    
OPERATING EXPENSES                              2,435,599      3,675,576      7,685,160      8,183,771
                                              -----------    -----------    -----------    -----------  
          Operating Loss                       (2,309,514)    (3,679,352)    (6,066,320)    (8,178,587)
                                                                    
GAIN ON SALE OF SUBSIDIARIES                           --             --      1,860,207             --   
OTHER INCOME (EXPENSE)                                              
          Loss from sale of land                  (82,800)            --        (82,800)            --
          Interest and other income               167,229        113,996        224,976        453,721
          Interest expense                       (243,963)      (113,578)      (403,504)      (146,187)
                                              -----------    -----------    -----------    -----------  
          Total Other Income (Expense)           (159,534)           418       (261,328)       307,534
                                              -----------    -----------    -----------    ----------- 
NET LOSS                                      $(2,469,048)   $(3,678,934)   $(4,467,442)   $(7,871,053)
                                              ===========    ===========    ===========    =========== 
Loss per share attributable to                                      
         common stockholders                                   
         Basic and Diluted                          (0.19)         (0.70)         (0.38)         (1.70)
                                                                    
Weighted average common shares outstanding
         Basic and Diluted                     13,298,044      5,299,214     11,854,100      4,541,310
</TABLE>                                                                    
See accompanying notes to                                           
consolidated financial statements.
<PAGE>                                                                    
UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
                                                          Nine Months Ended
                                                    --------------------------
                                                       March 31       March 31
                                                           1999           1998
                                                    -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES
                                                                    
Net Loss                                           $ (4,467,442)  $ (7,871,053)
Adjustments to reconcile net loss to cash
   provided by (used in) operating activities:
      Depreciation and Amortization                   2,230,269      1,081,688
      Provision for Bad Debt                                 --         84,710
      Gain on sale of subsidiaries                   (1,860,207)            --
      Loss on sale of land                               82,800             --
      Changes in assets and liabilities,
          net of effects from acquisitions                                 
          and dispositions:
             Accounts payable and                                   
               accrued liabilities                       34,044      3,456,258
             Other liabilities                               --        (91,793)
             Accounts receivable                         31,066        (63,023)
             Inventory                                   76,493       (186,207)
             Prepaid expense                             12,780        547,672
             Other assets                               (39,045)       369,904
      Cash provided by (used in)                    -----------    -----------
          operating activities                       (3,899,242)    (2,671,844)
                                                    ===========    ===========
CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of property and equipment              (62,365)    (1,217,560)
        Software Development                                 --     (2,653,752)
        Investments - other                                  --        (12,500)
        Proceeds from sale of investments                    --        282,142
        Proceeds from sale of land                      250,000             --
        Issuance of note receivable                          --       (350,894)
                                                    -----------    -----------
        Cash provided by (used in)
           investing activities                         187,635     (3,952,564)
                                                    ===========    ===========
CASH FLOWS FROM FINANCING ACTIVITIES
        Payments on notes receivable                    100,657        243,795
        Proceeds from long term debt                  1,800,000             --
        Principal payments on long-                                
           term debt                                    (60,000)       (21,452)
        Forgiveness of debt                            (250,000)            --
        Issuances of preferred and                                 
           common stock for cash:                     1,025,983      5,720,000
                                                    -----------    -----------
        Cash provided by (used in)
           financing activities                       2,616,640      5,942,343
                                                    ===========    ===========
NET INCREASE (DECREASE) IN CASH AND                                 
        CASH EQUIVALENTS                             (1,094,967)      (682,065)
CASH AND CASH EQUIVALENTS, BEGINNING                  2,284,988        800,346
                                                    -----------    -----------
CASH AND CASH EQUIVALENTS, ENDING                  $  1,190,021        118,281
                                                    ===========    ===========
See accompanying notes to consolidated financial statements.
<PAGE>
            UNIVIEW TECHNOLOGIES CORPORATION AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        March 31, 1999 (Unaudited)

BASIS OF PRESENTATION

     The interim financial statements and summarized notes included
herein were prepared, without audit, in accordance with generally
accepted accounting principles for interim financial information,
pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in
complete financial statements prepared in accordance with generally
accepted accounting principles were condensed or omitted pursuant to such
rules and regulations, it is suggested that these financial statements be
read in conjunction with the Consolidated Financial Statements and the
Notes thereto, included in the Company's Annual Report on Form 10-K for
the preceding fiscal year.  These interim financial statements and notes
hereto reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of results for the interim periods
presented.  Such financial results, however, should not be construed as
necessarily indicative of future earnings.
     
CREDIT AGREEMENT/NOTES PAYABLE

     The Company's subsidiary, Network America, Inc. has a $2.15 million
credit facility with FINOVA Capital Corporation secured by its accounts
receivable.  The outstanding balance under this agreement at March 31,
1999 totaled $697,300.  This facility contains various financial
covenants, including among other things, minimum net worth, maintenance
of certain fixed charge ratios and maximum allowable indebtedness to net
worth, with all of which Network America is currently in compliance.
Network America also had $256,700 short term debt outstanding at the end
of the period.

     In March 1999, the Company received $1.8 million from a private
issue of 3 year notes.  Other outstanding notes at the end of the period
were $1.165 million, including a note of $741,000 the maturity of which
was extended to March 31, 2002.

SALE OF SUBSIDIARIES

     On October 31, 1998, the Company sold uniView Marketing Corporation
("UMC") and CompuNet Support Systems, Inc. ("CNSS").  In the transaction,
all of the issued and outstanding common stock of each of UMC and CNSS
was transferred to W. I. Technology Holding Company Inc.  The Company had
a gain of $1.86 million from the transaction, consisting primarily of a
reduction in liabilities associated with UMC.

FINANCING TRANSACTIONS

     On January 26, 1999, the Company sold its Series 1999-B Preferred
Stock in the face amount of $2.1 million.  In connection with the
transaction, the Company received additional funding of $400,000 in cash,
credited the outstanding balance of Series 1998-A1 Preferred Stock toward
the purchase, and canceled Series 1998-A1 Preferred Stock.  Terms of
Series 1999-B Preferred Stock include a fixed conversion price, which
represents the market price of $0.625 per share on the date of the
transaction, and limitations on conversions into and sales of underlying
common stock by the holders.
<PAGE>
     The Company obtained additional financing of $1.5 million under a
1999 Convertible Debenture dated January 26, 1999.  Terms of the
debenture include a six percent coupon rate, and principal and interest
are convertible into common stock at a fixed conversion price, which
represents the market price of $0.625 per share on the date of the
transaction.

     The Company obtained additional financing of $300,000 under a 1999
Convertible Debenture dated March 4, 1999.  Terms of the debenture
include a six percent coupon rate and principal and interest are
convertible into common stock at a fixed conversion price of $0.625 per
share, which represents a discount from the market price of $1.06 per
share on the date of the transaction.

     Previously in the second fiscal quarter the Company received
$550,000 from the issuance of common stock and $76,000 from the exercise
of warrants.

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

                       Forward Looking Statements

     This report may contain "Forward Looking Statements," which are our
expectations, plans, and projections which may or may not materialize,
and which are subject to various risks and uncertainties.  When used in
this report, the words "plans," "believes," "expects," "anticipates,"
"estimates" and similar expressions are intended to identify forward-
looking statements.  For a discussion of risk factors associated with
some of these expectations, please refer to the section entitled "Risk
Factors" contained in our most recent registration statement, as well as
our other SEC filings.  These filings contain additional discussion about
those factors which could cause actual results or events to differ from
our expectations.

                                Overview

     uniView Technologies Corporation and its subsidiaries (the
"Company") develops, licenses and implements innovative technologies and
solutions for niche set-top box applications. We recently announced
contracts and alliances with new business partners that demonstrate how
our custom end-to-end solutions contribute to revolutionized business
operations in vertical markets.  These markets include, among others,
multi-level marketing, utilities, education, banking, hotel, and medical.
We also provide complete information technology consulting, including
network consulting, system integration, Web site development and hosting,
and a full Internet service.  More information about us can be found at
our Web site, www.uniview.net.

     The following discussion provides information to assist in the
understanding of our financial condition and results of operations for
the fiscal quarter ended March 31, 1999.  It should be read in
conjunction with the Consolidated Financial Statements and Notes thereto
appearing in our Annual Report on Form 10-K for fiscal year ended June
30, 1998.
<PAGE>     
                          Results of Operations

     Revenues. We had revenues of $2.51 million in the third fiscal
quarter, compared to $58,000 for the same quarter last year.  We further
report revenues of $9.25 million for the nine months ended March 31,
1999, compared to $189,000 for the same period last year.  Higher
revenues can be attributed to the rapid growth of our Advanced Systems
Group and ongoing contribution of our subsidiary, Network America.

     Gross Profit.  Gross Profit equals net sales less cost of goods sold
(both labor and material), non-direct, fixed manufacturing costs (such as
salaries, leasing costs, and depreciation charges related to production
operations), and non-direct, variable manufacturing costs (such as
supplies and employee benefits).  In the third fiscal quarter, we report
a gross profit of $126,000 compared to a loss of $3,776 for the same
quarter last year.  For the nine months ended March 31, 1999, we report
gross profit of $1.6 million, compared to $5,184 for the same period last
year.  This increase resulted primarily from the same factors as the
increase in revenues.
     
     Operating Expenses. We report $2.4 million in operating expenses for
the third fiscal quarter of the current year as compared to $3.7 million
for the same period last year.  We report $7.7 million in operating
expenses for the nine months ended March 31, 1999, compared to $8.2
million for the same period last year.  We anticipate that operating
expenses will remain fairly consistent as we continue to develop and
expand our business.
     
     Gain on Sale of Subsidiaries.  As of October 31, 1998, we completed
the spin off of our retail marketing arm, uniView Marketing Corporation
("UMC"), and one of our computer consulting subsidiaries, CompuNet
Support Systems, Inc. ("CNSS").  UMC was originally established to create
a retail marketing presence for the uniViewr set-top box.  Even though
this product was introduced and sold though several retailers, we elected
to focus on niche markets and not to pursue the direct retail market.
CNSS was acquired in a three company transaction and represented a lower
level duplication of our Advanced Systems Group ("ASG").  Many of the
clients of CNSS have been assimilated into ASG, where the potential for
growth and profitability is considered to be much greater.  In connection
with the transaction, we report a gain of $1.86 million, which consists
primarily of a reduction in liabilities associated with UMC.
     
                     Liquidity and Capital Resources

     Cash Used In Operations. Cash used in operating activities increased
by $1.2 million, from $2.7 million used during the nine months ended
March 31, 1998 to $3.9 million used during the same period in 1999.  This
increase is attributable to a reduction in payables and accrued
liabilities offset by increased depreciation and amortization.
     
     Cash Used In Investing Activities. During the nine months ended
March 31, 1999, cash used in investing activities increased by $4.1
million from the same period last year, due to a reduction in software
development costs and reduced purchases of property and equipment.

     Cash Flows from Financing Activities.   We received $1.0 million
during the nine months ended March 31, 1999 from issuances of preferred
and common stock, compared to $5.7 million received during the same
period last year.  We also paid $60,000 on long-term debt during the nine
<PAGE>
months ended March 31, 1999, compared to $21,000 paid during the same
period last year.  On October 30, 1998 subsidiary Network America, Inc.
("NWA") replaced its then existing financing with a $2.15 million credit
facility with FINOVA Capital Corporation. The agreement provides NWA
greater flexibility in its daily operations by allowing inventory
purchases for pending contracts, secured by accounts receivable.

     During the fiscal quarter ended March 31, 1999, we did not achieve a
positive cash flow from operations.  Accordingly, we continue to rely on
available borrowing arrangements and continued sale of our common stock
and preferred stock to fund operations until a positive cash flow from
operations can be achieved.  We believe that we have made significant
progress under our business plan and that cash flow from operations will
improve within the next several months.  However, it may be necessary to
pursue additional funding as we continue to develop, license and
implement technologies and solutions for our existing and future
customers.  We continually evaluate opportunities with various investors
to raise additional capital, without which, our growth and profitability
could be restricted.  Although we believe that sufficient financing
resources are available, there can be no assurance that such resources
will continue to be available to us or that they will be available upon
favorable terms.  An unexpected shortage or lack of sufficient financial
resources to fund operations until our business plan begins to produce
the expected returns could have a material adverse effect on our
business, operating results and financial condition.

                              Other Matters

     Readiness for Year 2000. Our assessment of the nature and extent of
our Year 2000 issues is ongoing, but we have not yet completed our
assessment.  We intend to work toward making our internal information
technology Year 2000 ready.  This may include replacing or updating
existing computer systems as needed.  Additionally, we plan to evaluate
the Year 2000 readiness of our consultants, vendors, suppliers, and major
customers.  Where we determine that critical consultants, vendors,
suppliers, or customers are not Year 2000 ready, we will monitor their
progress and take appropriate actions.  We intend to develop appropriate
contingency plans should certain critical systems utilized by us or our
significant affiliates fail as a result of Year 2000 issues.  We estimate
our total cost of achieving Year 2000 compliance will be less than
$50,000.  We believe we are taking the necessary steps to resolve Year
2000 issues.  Based on current progress and future plans, we believe that
Year 2000 issues will not significantly affect our ability to deliver our
technologies and services to our customers on a timely basis.  However,
given the uncertain consequences of failure to resolve significant Year
2000 issues, any one or more such failures could have a material adverse
effect on our business, operating results and financial condition.

                       PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

      On  October  22, 1998, Raytheon Training, Inc., formerly  known  as
Hughes   Training,  Inc.,  filed  an  action  against  uniView  Marketing
Corporation  ("UMC") and the Company, alleging that  UMC  failed  to  pay
approximately $475,000 under a contract between the parties dated October
25,  1994.   Although we sold UMC as of October 31,  1998,  we  retain  a
contingent liability as guarantor of any amounts ultimately found  to  be
due  under  the  contract.  UMC and the Company filed a response  to  the
<PAGE>
claim,  setting  forth various defenses.  We intend to vigorously  defend
this  action and believe that we will prevail on our defenses.   However,
as with any action of this type, the timing and degree of any effect upon
the  Company  are  uncertain.  If Raytheon prevails on the  guaranty,  it
could  have  a material adverse effect upon the Company.  The  action  is
currently  pending in the 342nd District Court of Tarrant County,  Texas,
under Case No. 342-175836-98, styled Raytheon Training, Inc. f/k/a Hughes
Training,  Inc.  v.  uniView Marketing Corporation  f/k/a  Curtis  Mathes
Marketing  Corporation and uniView Technologies Corporation f/k/a  Curtis
Mathes Holding Corporation.

     The Company is routinely a party to ordinary litigation incidental
to its business, as well as to other litigation of a nonmaterial nature,
the outcome of which management does not expect, individually or in the
aggregate, to have a material adverse effect on the financial condition
or results of operations of the Company in excess of the amount accrued
for such purposes.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

     Sales of equity securities during the reporting period that were not
registered under the Securities Act of 1933 consisted of the following:
     
     On January 26, 1999 we placed with accredited investors a face
  amount of $2.1 million of our Series 1999-B Preferred Stock, along with
  warrants to purchase One Million shares of Common Stock (the "Warrants").
  The investors paid $400,000 in cash and exchanged a face amount of $1.7
  million of our Series 1998-A1 Preferred Stock, which was canceled.  The
  private placement was made pursuant to the exemption from registration
  provided by Securities and Exchange Commission ("SEC") Regulation D.  In
  accordance with the terms and conditions of the placement, Series 1999-B
  Preferred Stock is convertible into shares of our $.10 par value Common
  Stock at various times at a fixed conversion price of $.625 per share,
  which represents the market price of the Common Stock on the date of the
  transaction.  The warrants are exercisable into Common Stock for three
  years at an exercise price of $1.00 per share.  The placement further
  provides for registration, from time to time, of portions of the Common
  Stock underlying the warrants and Series 1999-B Preferred Stock.  (A form
  of the Certificate of Designation and a form of the Warrants for Series
  1999-B Preferred Stock are filed herewith, as reflected in the Exhibit
  Index of this Form 10-Q.)
     
     On January 26, 1999 we also placed with accredited investors a
  principal sum of $1.5 million of our 1999.1 Convertible Debenture.  The
  private placement was made pursuant to the exemption from registration
  provided by SEC Regulation D.  In accordance with the terms and
  conditions of the placement, the 1999.1 Debenture is convertible into
  shares of our $.10 par value Common Stock at various times at a fixed
  conversion price of $.625 per share, which represents the market price of
  the Common Stock on the date of the transaction.  The placement further
  provides for registration, from time to time, of portions of the Common
  Stock underlying the 1999.1 Debenture.  (A form of the Securities
  Purchase Agreement for the 1999.1 Debenture is filed herewith, as
  reflected in the Exhibit Index of this Form 10-Q.)
     
     On March 4, 1999 we placed with accredited investors a principal sum
  of $300,000 of our 1999.2 Convertible Debenture.  The private placement
  was made pursuant to the exemption from registration provided by provided
  by SEC Regulation D.  In accordance with the terms and conditions of the
<PAGE>
  placement, the 1999.2 Debenture is convertible into shares of our $.10
  par value Common Stock at various times at a fixed conversion price of
  $.625 per share, which represents a discount from the market price of
  $1.06 per share on the date of the transaction.  The placement further
  provides for registration, from time to time, of portions of the Common
  Stock underlying the 1999.2 Debenture.  (A form of the Securities
  Purchase Agreement for the 1999.2 Debenture is filed herewith, as
  reflected in the Exhibit Index of this Form 10-Q.)
     
     On March 29, 1999 we issued 50,000 shares of our Common Stock to
  accredited investors pursuant to conversion of a portion of our
  outstanding Series Q Preferred Stock.  The issuance was made pursuant to
  the exemption from registration provided by SEC Regulation D.  We
  received no additional cash for the conversion, as we received cash upon
  the purchase and issuance of the preferred shares in June 1998.  Series Q
  Preferred Stock is convertible into shares of our $.10 par value Common
  Stock at a variable conversion price.  (The terms and conditions of
  Series Q Preferred Stock are contained in an exhibit previously filed
  with the SEC, as reflected in the Exhibit Index of this Form 10-Q.)

ITEM 5.   OTHER INFORMATION

     The Common Stock is currently listed on the Nasdaq SmallCap Market
("Nasdaq").  In order to continue to be listed on Nasdaq we must
maintain, among other things, a minimum bid price of $1.00 per share.
Nasdaq previously notified us that our Common Stock price was not in
compliance with their minimum bid price requirement.  Although, our stock
price has now achieved the required level, we will be deemed in
compliance only after Nasdaq determines that we have the ability to
sustain long term compliance in the future with all applicable Nasdaq
maintenance criteria.  We believe that we have demonstrated to Nasdaq our
current compliance and our ability to sustain long term compliance with
all applicable listing criteria, but we make no assurance that Nasdaq
will agree.
     
     If Nasdaq determines that we do not have the ability to sustain long
term compliance with all applicable Nasdaq maintenance criteria, our
securities may be delisted from Nasdaq.  Any trading of our securities
after that would have to be conducted in the non-Nasdaq over-the-counter
market.  If that happens, an investor could find it more difficult to
sell our securities or to obtain accurate market quotations.  Also, if
the securities are delisted and the trading price remains below $5.00 per
share, trading would be subject to certain other rules of the Exchange
Act.  Such rules require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a "penny stock."
"Penny stock" is defined as any non-Nasdaq equity security that has a
market price of less than $5.00 per share, subject to certain exceptions.
Such rules require the delivery of a disclosure schedule explaining the
penny stock market and the risks associated with that market before
entering into any penny stock transaction.  The rules also impose various
sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors.  For
these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and must receive the
purchaser's written consent to the transaction prior to the sale.  The
additional burdens imposed upon broker-dealers by such requirements could
discourage broker-dealers from effecting transactions in the securities.
This could severely limit the market liquidity of the securities and the
ability to sell the securities in the secondary market.
<PAGE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits

          Reference is made to the Exhibit Index beginning on page 14 of
          this Form 10-Q for a list of all exhibits filed with and
          incorporated by reference in this report.

     (b)  Reports on Form 8-K

          During the three months ended March 31, 1999 the Company filed
          no Current Reports on Form 8-K.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              uniView Technologies Corporation
                                   (Registrant)

                              By:  /s/    Patrick A. Custer
                                   Patrick A. Custer, President
                                   (Principal Financial and Duly
                                    Authorized Officer)

Date:     May 13, 1999
<PAGE>
               UNIVIEW TECHNOLOGIES CORPORATION and Subsidiaries
                             EXHIBIT INDEX
Exhibit Number           Description of Exhibits        Sequential Page Number

3(i)      Articles  of Incorporation of the Company, as  amended  
          (filed  as  Exhibit  "4.1"  to  the  Company's  Registration
          Statement on Form S-3 filed with the Commission on May 13,
          1998 and incorporated herein by reference.)                    N/A

3(ii)     Bylaws  of  the Company, as amended (filed as Exhibit  "3(ii)"
          to  the Company's Quarterly Report on Form 10-Q  for
          the   fiscal   quarter  ended  December   31,   1997   and
          incorporated herein by reference.)                             N/A

4.1       Form of Common Stock Certificate of the Company (filed  as
          Exhibit "4.2" to the Company's annual report on Form  10-K
          for  the  fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                          N/A

4.2       Series  A  Preferred Stock terms and conditions (filed  as
          Exhibit "4.3" to the Company's annual report on Form  10-K
          for  the  fiscal year ended June 30, 1994 and incorporated
          herein by reference.)                                          N/A

4.3       Series  H  Preferred Stock terms and conditions (filed  as
          Exhibit  "4.4" to the Company's Registration Statement  on
          Form S-3 originally filed with the Commission on June  20,
          1996 and incorporated herein by reference.)                    N/A

4.4       Series  Q  Preferred Stock terms and conditions (filed  as
          Exhibit "4.6" to the Company's Current Report on Form  8-K
          dated June 12, 1998 and incorporated herein by reference.)     N/A

4.5       Form  of  warrant issued in connection with Series 1998-A1
          Preferred  Stock (filed as Exhibit "4.7" to the  Company's
          Registration  Statement  on  Form  S-3  filed   with   the
          Commission  on  July 20, 1998 and incorporated  herein  by
          reference.)                                                    N/A
     
4.6       Form  of warrant issued in connection with the J.P.  Carey
          Agreement   (filed  as  Exhibit  "4.8"  to  the  Company's
          Registration  Statement  on  Form  S-3  filed   with   the
          Commission  on  July 20, 1998 and incorporated  herein  by
          reference.)                                                    N/A

4.7*      Form  of Series 1999-B Preferred Stock Certificate  of  
          Designation.                                                   15

4.8*      Form  of warrants issued in connection with Series  1999-B
          Preferred Stock.                                               34

4.9       Form  of Securities Purchase Agreement for 1999.1 and 1999.2
          Convertible Debenture (filed as Exhibit "4.9" to  the
          Company's Quarterly Report on Form 10-Q for the fiscal quarter
          ended December 31, 1998 and incorporated herein by reference.) N/A

27*       Financial Data Schedule (for EDGAR filing purposes  only.)     41
_______________
*  Filed herewith.