U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      -------------------------------------
   
                             AMENDMENT NUMBER 1 TO
                                  FORM 10-QSB
    
(mark one)
      [ X ]          QUARTERLY REPORT PURSUANT TO SECTION 13  
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

      [   ]            TRANSITION REPORT UNDER SECTION 13 
                 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 0-16355
                       ----------------------------------

                          PRINCETON MEDIA GROUP, INC.
         (Exact name of small business issuer as specified in its Charter)

         Ontario, Canada                              98-0082860
         (State or other jurisdiction                 (IRS Employer
          of incorporation or organization)           Identification No.)

                214 Brazilian Avenue, Suite 300, Palm Beach, Florida 33480
                     (Address of principal executive offices)
                                  561/659-0121
                    -----------------------------------------

Securities registered under Section 12(b) of the Act:  None.

Securities registered under Section 12(g) of the Exchange Act as of June 30,
1998: Common Stock, no par value.

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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  [  ]

The number of shares outstanding of the issuer's common stock, no par value,
as of August 14, 1998 was 4,143,722.

Transitional Small Business Disclosure Format (check one):

            Yes  [   ]        No  [ X ] 

                            PRINCETON MEDIA GROUP, INC.
   
                              AMENDMENT NUMBER 1 TO
                                   FORM 10-QSB
    
                      For the Quarterly Period Ended June 30, 1998
   
                                                   
                                       INDEX
                                                                          Page
Number

         

PART I.  FINANCIAL INFORMATION                          

      Item 1.     Financial Statements (unaudited)                

           All financial information is expressed in United States dollars.   
   
            INDEX TO FINANCIAL STATEMENTS

         Consolidated Balance Sheet June 30, 1998                              
  
         Consolidated Statements of Operations and Accumulated Deficit
           for the Six Months Ended June 30, 1998 and 1997   
           and for the Three Months Ended June 30, 1998 and 1997               
              
         Consolidated Statements of Cash Flows
           for the Six Months Ended June 30, 1998 and 1997                     

         Notes to Consolidated Financial Statements                            
                   
         
      Item 2.     Management's Discussion and Analysis                        

PART II.          OTHER INFORMATION                                           

      Item 6.     Exhibits and Reports on Form 8-K                            

Signatures                                                                    
    

                          PRINCETON MEDIA GROUP, INC.
                          Consolidated Balance Sheet 
                                June 30, 1998
                                 (Unaudited)
<TABLE>
<S>                                                                 <C>      
                                        Assets  
Current assets
Cash                                                                   $    155,761
Accounts receivable, net                                                  2,939,527
Marketable securities                                                        17,080 
Inventories                                                                 582,655 
Prepaid expenses                                                             45,936

   Total current assets                                                   3,740,959

Property and equipment, net                                               1,592,813

Deposits                                                                     27,138
Investment in joint venture                                                  25,306
Note receivable - related party                                             887,003
Accrued interest receivable - related party                                  23,565
Deferred acquisition costs                                                1,072,515
Trademarks, copyrights and other intangibles, net                        12,094,332

Total assets                                                           $ 19,463,631

                            Liabilities and Shareholders' Equity

Current liabilities
Accounts payable                                                        $ 2,511,274
Accrued expenses                                                            676,373
Note payable                                                                643,024
Borrowing under line of credit                                              500,000 
Deferred revenue                                                            837,612 
Accrued interest                                                             64,000
Current portion of long-term debt                                         1,147,575

   Total current liabilities                                              6,379,858

Long-term debt, less current portion                                      7,911,176

Shareholders' equity:
Series A Preference Shares                                                   28,923
Series C Preference Shares                                                  739,696
Common Stock                                                             21,016,932
Deficit                                                                 (16,612,954)

    Total shareholders' equity                                            5,172,597 

Total liabilities and shareholders' equity                             $ 19,463,631     



</TABLE>

            See accompanying notes to consolidated financial statements.

                         

                                    PRINCETON MEDIA GROUP, INC.  

                  Consolidated Statements of Operations and Accumulated Deficit
    
                                           (Unaudited)
<TABLE> 

                                                    Three Months Ended                      Six Months Ended                      
                                                         June 30,                              June 30,                       
                                                  1998            1997                   1998            1997   
<S>                                     <C>               <C>                 <C>               <C>   

Distribution, circulation, and 
   other income                            $   2,829,210      $1,945,739          $ 5,928,195       $ 4,589,768   
Advertising income                               717,284         418,615            1,408,735         1,407,043   
Printing income                                  327,933         181,593              836,986           579,838        

Net revenues                                   3,874,427       2,545,947            8,173,916         6,576,649  
                                                                        
Cost of sales                                  3,113,313       2,380,851            6,115,205         4,903,232 

Gross profit                                     761,114         165,096            2,058,711         1,673,417 

Operating expenses                             1,753,818       1,319,419            3,203,494         2,687,929
     
Income (loss) from operations                 (  992,704)     (1,154,323)         ( 1,144,783)       (1,014,512)

Interest and other income                         18,794           9,347               30,475             9,347
Interest and other expense                      (276,012)       (240,375)            (526,504)         (472,888)

Net loss                                      (1,249,922)     (1,385,351)         ( 1,640,812)       (1,478,053)

Accumulated deficit, beginning of period     (15,363,032)    (11,743,817)         (14,972,142)     ( 11,368,215)

Preferred stock dividend (Note 10)                     -             -                      -      (    282,900)

Accumulated deficit, end of period          ($16,612,954)   ($13,129,168)        ($16,612,954)     ($13,129,168)  



 
Basic and diluted loss per share            ($      0.33)   ($     0.65)         ($      0.45)     ($      1.16)

                             


                        See accompanying notes to consolidated financial statements.

</TABLE> 

                           PRINCETON MEDIA GROUP, INC.

                     Consolidated Statements of Cash Flows

                                  (Unaudited)
<TABLE>
                                                            Six months ended June 30,
                       
<S>                                                     <C>            <C>        
                                                               1998            1997

Cash flows from operating activities:
   Net loss                                                $(1,640,812)   $(1,478,053)
     Adjustments to reconcile net loss         
     to net cash used in 
     operating activities                
      Depreciation                                             165,614        150,194  
      Amortization                                             185,930        183,136
      Loss on disposition of asset                                 302              - 
      Stock issued as payment for acquisition 
         and related services                                  316,523        903,344

   Changes in assets and liabilities 
     (Increase) decrease in:   
      Accounts receivable                                     (438,489)       664,865 
      Inventories                                             ( 46,671)      (235,769) 
      Deferred costs - acquisitions                           (117,357)             -
      Prepaid expenses and deposits                           (  1,441)      (230,705)     
      Accrued interest receivable                             ( 23,565)             -
      Other assets                                                   -       (355,073)  
     Increase (decrease) in:
      Accounts payable                                         581,582        331,303 
      Accrued expenses                                         314,875       (952,160)
      Due to related party                                           -       (  6,975)
      Deferred revenue                                        ( 53,046)       375,530
      Accrued interest                                           3,669        201,827
      
      Net cash used in operating
         activities                                          ( 752,886)      (448,536)

Cash flows from investing activities:

   Capital expenditures                                      (  57,669)    (   78,133)
   Proceeds from sale of asset                                   4,000              -
   Investment in joint venture                               (  25,306)             -
   Advances on note receivable - related party               ( 602,986)             -

      Net cash used in
         investing activities                                ( 681,961)    (   78,133)<PAGE>




Cash flows from financing activities:
   
   Proceeds from exercise of stock options                     650,725                -
   Proceeds from note payable                                1,300,000          620,000 
   Payments of long-term debt                               (  858,342)        (207,797)    
   Payments on borrowings on line of credit                 (  118,333)               -
   Proceeds from issuance of common stock                            -          150,000
   Redemption of Series E preferred                                  -         (274,298)

      Net cash provided by           
         financing activities                                  974,050          287,905

Net decrease in cash                                        (  460,797)        (238,764)

Cash, December 31, 1997 and 1996                               616,558          630,163

Cash, June 30, 1998 and 1997                                 $ 155,761       $  391,399



Supplemental disclosures of cash flow information:
                                                                 1998           1997

Interest paid                                             $    522,533      $   257,914

Noncash investing and financing activities:
   Common stock issued for consulting 
     and acquisition fees                                 $    678,531      $   862,111
   Employee stock option plan                             $     14,506      $    16,233   
   Common stock issued for accrued expenses               $      1,781      $         -
   Common stock issued upon conversion of
      convertible debt                                    $         -       $ 3,213,817
   Common stock issued for franchise rights               $         -       $    25,000
   Printing equipment acquired for note                   $         -       $    77,000
   Trademarks acquired for advertising credits in
     1998 of $100,000 and in 1997 of $300,000
     and accrued expense of $100,000                      $    100,000      $   400,000 
 



</TABLE>







             See accompanying notes to consolidated financial statements.

                           PRINCETON MEDIA GROUP, INC.
                           
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis for Presentation

The accompanying unaudited interim financial statements consolidate the accounts
of Princeton Media Group, Inc. ("Princeton") and its wholly owned subsidiaries. 
All significant intercompany transactions and balances have been eliminated in
consolidation.  In the opinion of management, the accompanying unaudited interim
consolidated financial statements contain all adjustments (consisting only of
normal recurring accruals) necessary to present fairly the financial position as
of June 30, 1998 and the results of their operations and their cash flows for
the quarters ended June 30, 1998 and 1997 and for the six month periods ended
June 30, 1998 and 1997. The results of operations for the quarter ended June 30,
1998 and for the six months ended June 30, 1998 are not necessarily indicative
of the results to be expected for the full year.  These statements should be
read in conjunction with the Company's annual report on Form 10-KSB for the year
ended December 31, 1997.

2.   Basic and Dilutive Loss Per Share

Net loss per share is computed using the weighted average number of shares of
common stock outstanding.  Common equivalent shares from stock options and
warrants, and additional shares assuming the conversion of debentures and
preferred shares, are excluded from the computation as their effect is
antidilutive. 

For the quarter and for the six months ended June 30, 1998, cumulative dividends
of $11,000 and $22,000, respectively, related to preferred Series C have been
added to net loss in the loss per share computation.

The following table sets forth the computation of basic and diluted loss per
share as of June 30, 1998 and 1997:
                                                      1998             1997 

Net loss                                       $(1,640,812)     $(1,478,053) 
  Preferred dividends - Series C                (   22,000)      (   22,000)
  Preferred dividends - Series E                         -       (   51,503)
  Deemed dividends                                       -       (  282,900)

Net loss for computation of earnings           $(1,662,812)     $(1,834,456)

Weighted average common shares outstanding       3,689,207        1,584,941

Basic and diluted loss per share:              $(      .45)     $(     1.16)

3.   Accounts Receivable

Accounts receivable at June 30, 1998 consisted of the following:
Accounts receivable, gross                                       $7,014,901
   Less: allowance for returns and miscellaneous charges         (4,040,374)
   Less: allowance for doubtful accounts                         (   35,000)
   
Total accounts receivable, net                                   $2,939,527





4.  Inventories

Inventories at June 30, 1998 consisted of the following:

Paper                                                              $194,958
Ink                                                                  28,101
Work in process                                                     359,596
   
Total inventories                                                  $582,655
                                                   
5.    Property and equipment

Property and equipment as of June 30, 1998 consisted of the following assets,
all depreciated using the straight-line method over the estimated useful lives
of the assets which range from five to seven years: 

      Printing equipment                                         $1,975,520
      Computer equipment                                            173,651
      Office furniture and equipment                                122,265  
     
         
         Total property and equipment, cost                       2,271,436
                                                                             
              Less accumulated depreciation                      (  678,623)  
 

      Total property and equipment, net                          $1,592,813   


6.   Trademarks, copyrights and other intangibles

Trademarks, copyrights and other intangibles at June 30, 1998, consist of
the following:

   Trademarks and copyrights                                    $12,743,592
   Organizational costs                                              34,387
   Franchise rights                                                  57,140

      Total intangibles, cost                                    12,835,119
      Less accumulated amortization                              (  740,787)

   Trademarks, copyrights, and
   other intangibles, net                                       $12,094,332

7.   Long - term debt

Long-term debt at June 30, 1998 consisted of the following:

   Note payable - First Seller                                   $5,000,000
   Note payable - Second Seller                                   3,720,037
   Note payable                                                     300,000
   Note payable - equipment                                           9,135
   Capital lease obligations                                         29,579
 
      Total long-term debt                                        9,058,751
      Less current portion                                       (1,147,575)

   Total long-term debt, net of current portion                  $7,911,176   





8.  Change in common shares for the six months ended June 30, 1998 was as
follows:

                                                        Shares         Amount

Balance at December 31, 1997                         3,361,623    $19,671,389  
Common shares issued -
   In employee stock option plan                         8,289         14,506
   To consultants in capital acquisitions              285,810        678,531
   For accrued consulting expense                        1,000          1,781
   In exercise of stock options by consultants         345,000        650,725

Balance at June 30, 1998                             4,001,722    $21,016,932

                       
                      


ITEM 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 

Forward-looking Statements

Statements contained in this Form 10-QSB regarding the Company's future
prospects or profitability constitute forward-looking statements and as such,
must be considered with caution and with the understanding that various factors
could cause actual results to differ materially from those in such
forward-looking statements.  Such factors include but are not limited to changes
in revenues from distribution, advertising and subscriptions, changes in costs
of materials and operations, and failure of pending or anticipated acquisitions
to be consummated. 

General

The Company, through its wholly-owned subsidiaries, Princeton Publishing, Inc.
and Firestone Publishing, Inc. is engaged in the publishing, printing, and
distribution of approximately 25 periodical consumer lifestyle magazines.  The
Princeton and Firestone editorial staffs are in Miami.  Previously the Princeton
editorial staff was in New York City.  The Company consolidated its entire
editorial production team in the Miami office beginning in April, 1998 and
completed the transition by the end of the second quarter.  Several key
employees continue to operate in the New York office in the areas of
circulation, promotion, and development.  Kingston Press, Inc., a wholly-owned
subsidiary of Princeton, leases and maintains a printing plant in Sussex,
Wisconsin.  The plant is used for the printing of the Company's magazines and to
do printing work for third parties on a contract basis.  The Company's executive
offices are located in Palm Beach, Florida.

On August 4, 1998, the SEC issued expanded requirements for disclosure regarding
the international computer programming problems whereby certain computer
programs will not be able to properly recognize the date in the year 2000. 
Management believes the Company has no material exposure from the year 2000
problem.  The Company s management information systems department reports that
because the Company s system was originally designed to be unaffected by year
2000 problem, the Company has no exposure to the problem within its own system. 
The Company has consulted major vendors and suppliers whose non-compliance with
correction of the problem could cause material damage to the Company and has
determined that such vendors and suppliers have plans in place that will
circumvent year 2000 problems that could affect the Company.

Results of Operations

During the year ended December 31, 1996, the Company completed a fundamental
change in its course of business and now focuses entirely on publishing,
printing and related media.  This refocus was accomplished by management by the
purchase of two major businesses with extensive and time-proven histories in the
printed media industry.  These two businesses had operating histories of
twenty-two years and twenty-five years, respectively, and included one title
continually published for forty years and another for twenty-five years.

The six month period ended June 30, 1998 compared to the six month period ended
June 30, 1997:

Revenues for the six month period ended June 30, 1998 amounted to $8,173,916
compared to $6,576,649 for the six month period ended June 30, 1997. The
increase of $1,597,267 is due to an increase in distribution and circulation
income of $1,338,427  and an increase in printing income of $257,148 over the
same period in the prior year.  The distribution increase is partly due to
several new successful magazines  and partly due to improved performance of
existing publications.  The printing income  increase is due to additional
printing contracts to increase the utilization of the printing plant to nearly
100%.

Costs and expenses of revenues for the six month period ended June 30, 1998 were
$9,318,699 compared to $7,591,161 for the six month period ended June 30, 1997. 
The increase of $1,727,538 was primarily due to increase in paper costs,
increased cost for outsourcing color separations to improve quality of 
publications, increase in payroll cost for additional and higher level
personnel, and one-time costs associated with consolidation of editorial
operations in the Company's Miami office.  The consolidation of the editorial
production to the Miami office began in the first quarter of 1998 and was
completed in the second quarter of 1998.  

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) was
$(475,530) and $(429,250)for the six month periods ended June 30, 1998 and 1997,
respectively.  The decrease of $46,280 was primarily due to increase in paper
costs, increased cost for outsourcing color separations to improve quality of
publications, increase in payroll cost for additional and higher level
personnel, and one-time costs associated with consolidation of editorial
operations in the Company's Miami office.  The consolidation of the editorial
production to the Miami office began at the end of the first quarter and was
completed in the second quarter of 1998.  

Financial analysts generally consider EBITDA an important measure for comparing 
operating performance of a company, debt levels or the coverage of interest
expense, and as a measure of liquidity.  However, EBITDA should be considered in
addition to, not as a substitute for, operating income, net income, cash flow,
and other measures of financial performance and liquidity reported in accordance
with generally accepted accounting principles.  EBITDA removes the effects of
the significant amounts of amortization of intangible assets and debt incurred
in the two acquisitions completed during 1996. The Company issues stock,
options, and warrants in exchange for the services of business consultants and
investor relations professionals to assist in informing the investing public of
the establishment of the new publishing operations and acquisitions in process. 
The Company considers these issuances of stock, which are non-cash payments for
services unrelated to evaluation of normal operations, to be charges to earnings
after EBITDA.  

Net loss for the six months ended June 30, 1998 was $1,640,812 which represents
an increase of $162,759 from the net loss of $1,478,053 for the six month period
ended June 30, 1997.  Monthly interest payments of approximately $43,000 are due
under a $5 million promissory note executed upon acquisition of the publishing
assets acquired March 29, 1996 and monthly payments of approximately $113,000
are due under a $4.4 million promissory note executed upon acquisition of the
publishing assets acquired September 6, 1996.  

Liquidity and Capital Resources

During the six month period ended June 30, 1998, $526,504 in interest expense
was charged to operations compared to $472,888 in interest expense for the six
month period ended June 30, 1997.  The interest expense was accrued primarily
pursuant to two promissory notes delivered by Princeton and Firestone in
connection with the purchases of the magazine publishing assets in March and
September of 1996. 

Liquidity and capital resources are discussed in three broad categories: 
operating activities, investing activities and financing activities.

Cash decreased $460,797 to $155,761 at June 30, 1998 from $616,558 at December
31, 1997.  Net cash used in operating activities was $752,884 during the six
month period ended June 30, 1998 compared to cash used by operating activities
of $448,536 during the six month period ended June 30, 1997.  The increase of
$304,348 in net cash used in operating activities in the six month period of
1998 compared to the same period of 1997 occurred primarily due to increase in
paper costs, increased cost for outsourcing color separations to improve quality
of publications, increase in payroll cost for additional and higher level
personnel, and one-time costs associated with consolidation of editorial
operations in the Company's Miami office. 

   
During the six month period ended June 30, 1998, net cash used in investing
activities was $681,963 compared with $78,133 used in investing activities
during the six month period ended June 30, 1997.  The increase is primarily due
to advances to an affiliated company on a note receivable.  See Item 5, Other
Information - Certain Relationships and Related Transactions.
    

During the six month period ended June 30, 1998, net cash provided by financing
activities was $974,050 representing an increase of $686,145 from net cash
provided by financing activities of $287,905 during the six month period ended
June 30, 1997.  In the first six months of 1997 cash was provided from borrowing
on a line of credit.  In the six months of 1998 cash was provided by proceeds
from notes payable and by exercise of stock options and primary usage was for
payment of principal on the second acquisition note which began amortizing in
October 1997 and on the line of credit.

The Company intends to continue the operations of the businesses acquired during
1996 and to expand these operations into new areas of distribution, including
the establishment of Internet web sites for several of its well-known magazine
titles.  The broader introduction of brand-name magazine content is anticipated
to increase substantially the revenues from the Company's operations, compared
with the results realized during 1997.  Management anticipates that the
implementation of its business plan during 1998 which includes, among other
things, production efficiencies to be achieved primarily by consolidating all
editorial production in the Company's Miami office, cost-saving measures, new
market exploration, expansion of the printing plant, and acquisition of
additional businesses, will realize a substantial growth in assets as well as
increases in revenues and profits. 



PART II.  OTHER INFORMATION

Item 1:     Legal Proceedings

Jennifer Fain filed suit against the Company and its subsidiary, Firestone
Publishing, Inc., on April 17, 1998 in the Superior Court of Cobb County,
Georgia seeking compensatory damages in the amount of $2,500,000, exemplary
damages in the amount of $2,500,000, costs, and other unspecified relief for
alleged publication of material without consent.  The Company is vigorously
defending itself in this litigation, and management anticipates that if any
damages are awarded to the plaintiff, the amount of such damages will be
substantially lower than the amount sought.
   
Item 5:     Other Information.

The Company named Norman Raben as Chief Operating Officer and Executive Vice
President - Director of Sales and Marketing in May, 1998.  Mr. Raben has 25
years experience in magazine publishing, printing and direct marketing.  He was
Co-Founder, President and Chief Operating Officer of Inc. Magazine, Co-Founder
and Publisher of Bicycle Guide Magazine, and Founder and Publisher of The
Walking Magazine.  From 1993 to 1998, Mr. Raben was CEO of various printing,
mailing and direct marketing companies which operated under the name Direct
Marketing Services.

      Certain Relationships and Related Transactions

During the second quarter of 1998, the Company loaned a total of $338,964 to 
Celebrity Entertainment, Inc. ("Celebrity"), whose President and a director 
is James J. McNamara, Chairman of the Company.  This amount was in
addition to funds loaned by the Company to Celebrity during the first quarter
of 1998 totaling $264,022 and during 1997 totaling $284,017.  All of such 
amounts loaned remain outstanding. The total amount outstanding as of June 30, 
1998 was $887,003.  The loan to Celebrity accrues interest at prime rate, 
which was 8.5% as of June 30, 1998, and is payable on demand.  The loan was 
unsecured as of June 30, 1998.  As of the date of the filing of this Amendment 
No. 1, Celebrity has agreed to secure the repayment of the loan by a mortgage
on an oil and gas lease owned by Celebrity in Texas with a book value
of approximately $1,200,000.  The mortgage would be subordinate to prior
obligations of approximately $300,000 payable over the next 18 months.  
Celebrity's financial condition is such that there is a substantial question 
whether Celebrity would be able to repay the loan. Moreover, there is no 
assurance that a foreclosure proceeding on the oil and gas lease would render 
sufficient proceeds to repay the loan in full.  In addition, in order for
Celebrity to maintain its ownership of the oil and gas lease, it is required
to undertake continuous drilling efforts.  There is no assurance that its
financial condition will allow it to do so, and thus no assurance that its
ownership of the oil and gas lease will continue.  As of the date hereof, 
the loan has been guaranteed by Mr. McNamara to the extent of amounts owing
by Mr. McNamara to Celebrity.

During the second quarter of 1998, Celebrity loaned a total of $67,806 to 
Mr. McNamara.  Celebrity had previously loaned an aggregate of $618,306 to 
Mr. McNamara during 1997 and the first quarter of 1998, most of which amounts 
remain outstanding. The total amount owed by Mr. McNamara to Celebrity as of 
June 30, 1998 was $686,112.  The loan from Celebrity to Mr. McNamara accrues 
interest at prime rate, which was 8.5% as of June 30, 1998 and is payable on 
demand.  The loan to Mr. McNamara is unsecured.  

The funds used by the Company to make the above-described loan were the proceeds
from the exercise of stock options issued by the Company to an entity wholly
controlled by J. William Metzger, the only other director of Celebrity, as 
compensation for consulting services rendered to the Company by Mr. Metzger 
during the second quarter of 1998.

    

Item 6:     Exhibits and Reports on Form 8-K.

   
Exhibit 27.1    Financial Data Schedule.  Files as Exhibit 27.1 to the Company's
Form 10-QSB for the quarterly period ended June 30, 1998, filed on August 14,
1998, File No. 0-16355, incorporated herein by reference.
    
                                   SIGNATURES

      In accordance with Section 13 and 15 (d) of the Exchange Act of 1934, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
   
Date: Sept. 4, 1998                 
    

                                             PRINCETON MEDIA GROUP, INC.

                                             /s/James J. McNamara
                                             James J. McNamara,
                                             Chairman of the Board and
                                             and Acting Chief Executive Officer