U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                      -------------------------------------

                                  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 SEPTEMBER 30, 1997

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

                For the transition period from _______ to ________

                           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
                          (Issuer's telephone number)
                    -----------------------------------------


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 issuer 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 November 13, 1997 was 3,012,697.

Transitional Small Business Disclosure Format (check one):

YES  [ ]    NO [X]
 
                           PRINCETON MEDIA GROUP, INC.
                                   FORM 10-QSB
                 For the Quarterly Period Ended September 30, 1997

                                                   
                                       INDEX
                                                                   Page Number

         

PART I.           FINANCIAL INFORMATION                          

      Item 1.     Financial Statements (unaudited)                          

      Consolidated Balance Sheet as of September 30, 1997 
      
      Consolidated Statements of Operations and Accumulated Deficit 
         for the nine months ended September 30, 1997 and 1996   
         and for the three months ended September 30, 1997 and 1996
              
      Consolidated Statements of Cash Flows
         for the nine months ended September 30, 1997 and 1996                 

      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 

                                 (Unaudited)

                              September 30, 1997 

                         

                                    Assets  
Current assets
Cash                                                 $      602,167
Accounts receivable, net                                  1,975,222
Due from affiliate                                           70,150
Inventories                                                 728,601
Prepaid expenses                                             61,879    

   Total current assets                                   3,438,019
                         
Property and equipment, net                               1,752,679
Other assets                                                 36,619
Trademarks, copyrights and other intangibles, net        12,782,760

Total assets                                         $   18,010,077

                         Liabilities and Shareholders' Equity             

Current liabilities
Accounts payable                                      $   1,521,479
Accrued expenses                                            567,215
Current portion of long-term debt                           990,108
Line of credit                                              273,333
Deferred revenue                                            956,883
Accrued interest                                             60,514

   Total current liabilities                              4,369,532
 
Long-term debt, less current portion                      8,488,801 

Shareholders' equity:
Series A Preference shares                                   28,923  
Series C Preference shares                                  739,696   
Common stock                                             18,854,973  
Accumulated deficit                                     (14,471,848)
 
    Total shareholders' equity                            5,151,744  

Total liabilities and shareholders' equity            $  18,010,077       

            See accompanying notes to consolidated financial statements.







                                    PRINCETON MEDIA GROUP, INC.  

                  Consolidated Statements of Operations and Accumulated Deficit
    
                                           (Unaudited)
<TABLE>
                                                   Three Months Ended                      Nine Months Ended                      
                                                      September 30,                          September 30,                       
                                                  1997            1996                   1997            1996   
<S>                                       <C>               <C>                 <C>               <C>   

Distribution, circulation, and 
   other income                            $   2,943,220      $2,052,974          $ 7,532,988       $ 3,225,548   
Advertising income                               852,474         765,956            2,259,517         1,409,065   
Printing income                                  284,072         248,417              863,910           460,059        

Net revenues                                   4,079,766       3,067,347           10,656,415         5,094,672  
                                                                        
Cost of sales                                  2,879,051       1,422,523            7,782,283         2,461,592 

Gross profit                                   1,200,715       1,644,824            2,874,132         2,633,080 

Operating expenses                             1,516,525         821,540            4,204,454         1,821,107
     
Income (loss) from operations                  ( 315,810)        823,284           (1,330,322)          811,973 

Interest and other income                         60,271             209               69,618             5,159
Interest and other expense                     ( 254,938)      ( 361,691)          (  727,826)         (519,513)

Income (loss) from continuing operations       ( 510,477)        461,802           (1,988,530)          297,619 

Income from discontinued operations                    -         415,257                    -           415,257

Income (loss) before income taxes              ( 510,477)        877,059           (1,988,530)          712,876

Provision for income taxes                       111,862         133,929              111,862           133,929

Net income (loss)                              ( 622,339)        743,130           (2,100,392)          578,947

Accumulated deficit, beginning of period    ( 13,129,168)    ( 6,123,700)        ( 11,368,215)      ( 5,959,517)

Preferred stock dividend (Note 9)           (    720,341)            -           (  1,003,241)                -

Accumulated deficit, end of period          ($14,471,848)    ($5,380,570)        ($14,471,848)      ($5,380,570)  

 
Earnings (loss) per share                        
   Primary                                         ($.62)           $.97               ($2.38)            $1.21
   Fully diluted                                   ($.62)            .79               ($2.38)             1.16


Weighted average number of 
    shares outstanding                          2,366,440        731,766            1,473,348           435,976 
                              

                        See accompanying notes to consolidated financial statements.

</TABLE>





                          PRINCETON MEDIA GROUP, INC.

                     Consolidated Statements of Cash Flows

                                  (Unaudited)
<TABLE>
                                                       Nine months ended September 30,
                       
<S>                                                     <C>            <C>        
                                                               1997            1996

Cash flows from operating activities:
   Net income (loss)                                       $(2,100,392)    $  578,947 
     Adjustments to reconcile net loss         
     to net cash used in 
     operating activities                
      Depreciation                                             229,176        397,231
      Amortization                                             281,446              -
      Interest on debenture conversion                      (   54,435)             - 
      Gain on forgiveness of debt                                    -       (  5,159)
      Gain on disposition of subsidiary                              -       (415,257)
      Stock issued as payment for consulting, legal 
         settlement, and employee stock option plan            439,475         67,734

         Net income (loss) adjusted for noncash items       (1,204,730)       623,496 

     Changes in assets and liabilities:
     
      (Increase) decrease in:
        Accounts receivable                                    560,446     (1,664,472)
        Inventories                                           ( 72,576)    (  257,062) 
        Prepaid expenses and deposits                           96,743     (   39,755)     
        Other assets                                          (157,400)    (  665,458)
      Increase (decrease)in: 
        Accounts payable                                       733,370        195,986 
        Accrued expenses                                      (565,871)       258,911
        Income taxes payable                                   104,400        133,929
        Due to related party                                  ( 77,125)       547,999 
        Deferred revenue                                       187,016        223,163
        Accrued interest payable                               313,985         65,812
      
      Net cash used in
         operating activities                                 ( 81,742)     ( 577,451)<PAGE>
Cash flows from investing activities:

   Capital expenditures                                      ( 206,072)             - 
   Cash paid for acquisition of trademarks,
      copyrights, equipment, and related
      receivables and payables                                       -     (5,088,264)

      Net cash used in
         investing activities                                ( 206,072)    (5,088,264) 





Cash flows from financing activities:
               
   Proceeds from issuance of common stock                    1,736,000       3,157,113
   Proceeds from exercise of options on common stock           337,500               -
   Proceeds from issuance of preferred stock                         -       2,740,000
   Proceeds from issuance of convertible debentures                  -         329,900
   Proceeds remitted from stock sales in settlement of
      convertible securities (Note 9)                       (2,051,800)              -         
   Proceeds from note payable                                  620,000               - 
   Payments of principal                                      (381,882)              -     

      Net cash provided by           
         financing activities                                  259,818       6,227,013

Net increase (decrease) in cash                               ( 27,996)        561,298 

Cash, December 31, 1996 and 1995                               630,163          13,859

Cash, September 30, 1997 and 1996                            $ 602,167      $  575,157


Supplemental disclosures of cash flow information:
                                                                 1997           1996

Interest paid                                             $    413,757     $   281,973

Income taxes paid                                         $      7,462     $         -

Noncash investing and financing activities:
Common stock issued for consulting, legal settlement,    
   and employee stock option plan                         $    439,475               -   
Common stock issued for capitalized
   consulting services on acquisitions in process         $    329,514               -
Common stock issued for accrued severance                 $    380,625               - 
Settlement of convertible preferred stock
   and conversion of debentures                           $  4,638,046               -
Dividend adjustment - warrants                            $    507,012               - 
Common stock issued for franchise rights                  $     25,000               -

</TABLE>
During the first quarter of 1997, the Company purchased the trademark of a
magazine valued at $400,000 in exchange for a credit of $300,000 in advertising
in the Company's publications and $100,000 to be paid over a one year period. 
The Company purchased printing equipment valued at $77,000 for a note. The
Company also issued stock valued at $25,000 as final payment for franchise
rights on environmentally safe ink. 

In 1996 the Company purchased equipment appraised at $1,814,000 and trademarks
and copyrights valued at $5,186,000 for $1,000,000 in cash, a 90-day note of
$1,000,000 and a long-term note of $5,000,000.  The Company also purchased
trademarks and copyrights valued at $107,390 for $32,390 in cash and an
installment loan payable of $75,000 of which $25,000 was paid in September,
1996.  The Company purchased equipment valued at $75,000, accounts receivable of
$725,227, accounts payable and accrued expenses of $439,676 and trademarks and
copyrights of $6,639,449 for $3,000,000 in cash and a long-term note of
$4,000,000.  The Company entered into capital leases for equipment capitalized
at $28,014.

             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" or the "Company") 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 September 30, 1997, and the results of their
operations and their cash flows for the quarters ended September 30, 1997 and
1996 and for the nine month periods ended September 30, 1997 and 1996.  The
results of operations for the quarter ended September 30, 1997 and for the nine
months ended September 30, 1997 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 as amended for the year ended
December 31, 1996.

2.   Net 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. 

Cumulative and paid preferred stock dividends of $854,848 for the quarter and
$1,402,734 for the nine months period have been added to the net loss in the net
loss per share computation.  These amounts are primarily related to the
settlement of convertible securities (see Note 9).
 
3.   Accounts Receivable

Accounts receivable at September 30, 1997 consisted of the following:
                            
Accounts receivable, gross                         $6,941,405   
Less:
Allowance for returns and miscellaneous charges     4,931,183   
Allowance for doubtful accounts                        35,000   
   
Total accounts receivable, net                     $1,975,222   

4.   Inventories

Inventories at September 30, 1997 consisted of the following:

Paper                                              $  313,530  
Ink and other                                          37,970  
Work in process                                       377,101  
   
Total inventories                                  $  728,601   

5.    Property and Equipment

Property and equipment as of September 30, 1997 consisted of the following
assets, all depreciated between 5 and 7 years:


      Printing equipment                          $1,981,835   
      Computer equipment                             130,948  
      Office furniture and equipment                  72,560  
   
                                                   2,185,343
                                                   
      Less accumulated depreciation                 (432,664)    

      Total property and equipment, net           $1,752,679

6.   Trademarks, Copyrights and Other Intangibles

Trademarks, copyrights and other intangibles at September 30, 1997 consisted of
the following:
                                             
   Trademarks and copyrights                      $12,643,592  
   Acquisition costs                                  486,914 
   Organizational costs                                34,387  
   Franchise rights                                    82,140  

                                                   13,247,033  

   Less accumulated amortization                     (464,273) 

   Trademarks, copyrights, and
   other intangibles, net                         $12,782,760  

7.    Line of Credit

The Company has a line of credit with a distributor for working capital of up
to $500,000 which may be drawn down in multiples of $10,000.  Any draw will
bear interest at prime plus 2% and will be payable in equal monthly payments
of principal and interest over a one year period.  At September 30, 1997,
$273,333 was payable on the line of credit. 

8.   Long-term Debt

Long-term debt at September 30, 1997, consisted of the following:
             
Note payable - First Seller                        $5,000,000  
Note payable - Second Seller                        4,414,466
Note payable - Equipment and capital leases            64,443

                                                    9,478,909
                                                    
Less current portion                                  990,108

Total long-term debt                               $8,488,801




9.   Convertible Securities

In order to fund the 1996 acquisitions, the company issued certain convertible
securities.  In March 1997, the Company reached an agreement (the "Agreement")
with the holders of all of its outstanding convertible debentures, convertible
preferred Series D, and certain of its convertible preferred Series E
stockholders to convert their holdings to common stock.  In April the Company
issued 1,105,700 shares into escrow per the Agreement. In the third quarter of
1997, in a final settlement agreement it was determined that approximately
138,000 additional shares in excess of the original estimated shares were for
complete conversion of the securities.  All shares required by the settlement
were accrued as issued as of September 30, 1997, although there were issuances
subsequent to quarter end and approximately 93,000 shares remain to be issued as
of the date of this report.  In accordance with the Company's accounting policy,
if the final settlement requires additional shares or cash, an additional
expense (or income) related to the debentures, and dividends related to the
preferred stock, would be recorded. Therefore, the Company charged $409,426 to
deficit (representing the fair value of the shares sold for the account of the
preferred shareholders), and credited interest expense for $54,435 for an over-
estimate of the expense related to the convertible debentures.

The Company also completed settlement of the remaining balance of its
convertible Preferred Series E shares under a different settlement agreement
with identical terms except that a balance of $403,198 remains to be paid in the
fourth quarter of 1997.  This amount will be funded through additional stock
sales and the Company will charge preferred stock dividends for the settlement.

Certain of the preferred securities holders were granted warrants at exercise
prices ranging from $4.85 to $8.85 to purchase 102,510 shares of the Company's
common stock.  The estimated value of these warrants of $282,900 was accounted
for as a dividend to these shareholders in the first quarter of 1997.  In the
third quarter the remaining securities holders were granted warrants to purchase
81,200 shares on the same terms. The estimated value of these warrants of
$224,112 was accounted for as a dividend to these shareholders.

10.    Income Tax Provision

A tax benefit of $104,000 was recognized at December 31, 1996.  The benefit has
been adjusted to zero in the third quarter of 1997.

11.    Changes in Preferred and Common Shares

Changes in preferred shares Series D and E for the nine months ended September
30, 1997, were as follows:

Preferred Stock Series D and Series E:

                                    Series D                  Series E
                                Shares   Amount          Shares      Amount

Balance at January 1, 1997       1,200   $1,005,000      1,634     $1,549,484 

Settlement and 
   conversion to common shares  (1,200) ( 1,005,000)    (1,634)    (1,549,484)

Balance at September 30, 1997        -   $        -          -     $        - 




Change in common shares for the nine months ended September 30, 1997 was as
follows:

                                                        Shares         Amount
Balance at December 31, 1996                           865,969    $12,197,802 
 
Issuance of shares for consulting fees,
 legal settlement, and employee stock option plan      109,325        439,475
Issuance of shares for capitalized consulting
 services on acquisitions in process                   103,500        329,514
Issuance of shares for accrued severance               120,000        380,625
Proceeds on exercise of stock options                  125,000        337,500
Issuance of shares for franchise rights                  5,000         25,000
Settlement of convertible preferred stock           
   and conversion of debentures                      1,512,903      4,638,045
Dividend - warrants (Note 9)                                 -        507,012

Balance at September 30, 1997                        2,841,697    $18,854,973









































Item 2.  Management's Discussion and Analysis

Forward-looking Statements

CAUTION:  
Statements contained in this Form 10-QSB regarding the Company's future
prospects or operating results 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 and offices are located in New York
City and Miami, respectively.  A wholly-owned subsidiary of Princeton
Publishing, Inc., Kingston Press, Inc., leases and maintains a printing plant in
Sussex, Wisconsin.  The plant is used for the printing of the Company's
magazines and to perform printing work for third parties on a contract basis. 
The Company's executive offices are located in Palm Beach, Florida. 

USE OF EBITDA

The following comparative discussion of the results of operations and financial
condition of Princeton Media Group, Inc. includes, among other factors, an
analysis of changes in the Earnings Before Interest, Taxes, Depreciation and
Amortization ("EBITDA") in order to help determine the operating performance of
the individual business units and of the company as a whole.  EBITDA also
removes the effects of the significant amounts of amortization of intangible
assets and debt incurred in the two acquisitions completed during 1996 which
totaled $17 million in assets.

In 1996 and 1997 the Company issued stock in exchange for the services of
business contultants and investor relations professionals to assist in advising
the investing public of the establishment of the new publishing operations as
well as to assist in the settlement of convertible securities issued to finance
the acquisitions.  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. Additionally, in 1996 the Company
recognized a gain of $415,466 in the third quarter related to the disposition of
a wholly-owned subsidiary.  This non-cash transaction unrelated to normal
operations has also been added to earnings after EBITDA in discussions herein.  

Financial analysts generally consider EBITDA to be an important measure of
comparative operating performance for the business of Princeton Media Group and
when used in comparison to debt levels or the coverage of interest expense, 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.

TRANSACTIONS AFFECTING COMPARABILITY OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

The Company discontinued operations of its prior business as of December 31,
1995.  Operations for the Company's new business of publishing and printing 
began in the second quarter of 1996.

In comparing the nine month period ended September 30, 1996 to the nine month
period ended September 30, 1997, it should be noted that the first of the two
major publishing businesses acquired in 1996 was purchased in March, 1996, and
the second was purchased in September, 1996 whereas both businesses have had
operations for all of 1997.  Increases in revenues, cost of goods sold, and
operating expenses are primarily due to there being partial periods of
operations during the first nine months of 1996 compared to operations during
the entire first nine months of 1997 as follows.

The first acquisition of a publishing and printing business (through Princeton
Publishing, Inc., a wholly-owned subsidiary) was on March 29, 1996.  Results of
operations for the nine months ended September 30, 1996, included only two
quarters in 1996 whereas there were three full quarters of operations in the
period ended September 30, 1997.  The second publishing business (through
Firestone Publishing, Inc., a wholly-owned subsidiary) was acquired on September
6, 1996.  Results of operations for the nine months ended September 30, 1996,
included less than one month in the 1996 amounts whereas there were three full
quarters of operations in the period ended September 30, 1997.  

RESULTS OF OPERATIONS

The nine month period ended September 30, 1997 compared to the nine month period
ended September 30, 1996:

Revenues for the nine month period ended September 30, 1997 amounted to
$10,656,415 compared to operating revenue of $5,094,672 for the same period in
1996. Revenues are derived almost entirely from magazine sales, subscriptions,
advertising, and outside printing.  

Cost of sales for the nine month period ended September 30, 1997 were $7,782,283
compared with $2,461,592 for the nine month period ended September 30, 1996.

Operating expenses for the nine month period ended September 30, 1997 were
$4,204,454 compared with $1,821,107 for the nine month period ended September
30, 1996.  Operating expenses include approximately $447,000 of non-cash expense
for issuance of common shares of stock for consulting services, primarily in
connection with the settlement of the Company's convertible securities. 
Management anticipates that this will be a nonrecurring expense.

There was an increase in gross revenues of $1,533,819 due primarily to
distribution and advertising revenues on several new magazine titles.  Cost of
sales has increased in amount and as a percentage of sales, primarily due to
increases in both paper costs and color separation costs. In management's
opinion, previous separation procedures, while low in cost,resulted in
unsatisfactory print quality of the magazines.  Currently, separations are
performed by reputable suppliers at a cost that is average for the magazine
industry.  The improved quality of the finished product is anticipated to enable
the Company to compete more successfully in the industry and to help achieve
both the short-term and long-term objectives of management's expansion and
acquisition plans.

During the nine month period ended September 30, 1997, $727,826 in interest
expense was charged to operations compared to $519,513 in interest expense for
the nine month period ended September 30, 1996.  Primarily, interest expense was
accrued pursuant to two promissory notes executed by Princeton Publishing, Inc.,
in the amount of $5 million and Firestone Publishing, Inc., in the amount of $4
million, respectively, in connection with the purchases of the magazine
publishing assets.

Monthly interest payments of approximately $43,000 are due pursuant to the $5
million promissory note executed upon acquisition of the publishing assets
acquired March 29, 1996.

Interest on the $4 million promissory note executed upon acquisition of the
publishing assets acquired on September 6, 1996 was accrued for one year and on
September 6, 1997, accrued interest was added to principal in the amount of
$414,166.  Payments of principal and interest are due on a straight-line
amortization schedule over forty-eight months with the first payment paid on
October 6, 1997.  The Company anticipates that cash flows from operations will
be sufficient to pay all debt service obligations of the two subsidiaries.

For the quarter ended September 30, 1997, EBITDA, as defined above, was $49,707.
For the nine months ended September 30, 1997, the Company reported an EBITDA
deficit of $373,054 compared to positive EBITDA of $1,081,903 for the quarter
ended September 30, 1996, and $1,276,938 for the nine months ended September 30,
1996.  Net loss for the nine month period ended September 30, 1997 was
$2,100,392 which represents a decrease of $2,679,339 from the net income of
$578,947 for the nine month period ended September 30, 1996.  

The Company attributes the changes in EBITDA to a number of factors.  Previous
declines in revenue from advertising, due primarily to financial difficulties
experienced by existing advertisers, is being remedied by new advertising
contracts, now in place and being negotiated, to replace previous advertisers. 
Declines in circulation are affecting many newsstand-based titles as
consolidation in the traditional newsstand wholesaler distribution network
occurs on a large scale.

The Company believes that its best current strategy is to continue to improve
its products so as to increase its market share, so that when, as expected, the
newsstand distribution network regains vitality, the Company will be in a strong
position to benefit from the increased sales in the industry.  In keeping with
that strategy, expenses have increased as the Company has invested in a
superstructure that will accommodate a more modern company of larger size. 
Examples of these expenditures include new office space for Princeton
Publishing, the inauguration of an employee benefits package which provides
basic health and dental coverage, research costs associated with due diligence
analysis of potential acquisition targets, investments in new computer equipment
for editorial production, reorganized management with certain higher wage
opportunities in order to attract superior professional staff, and
consulting arrangements associated with investor relations and potential
acquisitions.  The Board of Directors expects these investments to generate
positive results as the Company streamlines its operations in 1998.

LIQUIDITY AND CAPITAL RESOURCES

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

Cash decreased $27,996 to $602,167 at September 30, 1997 from $630,163 at
December 31, 1996.  Net cash used in operating activities was $81,742 during the
nine month period ended September 30, 1997 compared to cash used by operating
activities of $577,451 during the nine month period ended September 30, 1996. 
The decrease of $495,709 in use of funds in operations is primarily attributable
to the establishment of continuing operations in connection with the change in
business of the Company from telecommunications equipment sales to magazine
publishing and printing.

During the nine month period ended September 30, 1997, net cash used in
investing activities was $206,072, expended primarily for computer and printing
equipment, which  represents a decrease of $4,882,192 from net cash used in
investing activities of $5,088,264 during the nine month period ended September
30, 1996, used for initial investment in printing equipment and trademarks and
copyrights. 

During the nine month period ended September 30, 1997, net cash provided by
financing activities was $259,818 representing a decrease of $5,967,195 from net
cash provided by financing activities of $6,227,013 during the nine month period
ended September 30,1996.  The funds provided in the first nine months of 1996
were primarily from proceeds from the sale of stock and convertible debentures
issued for the purpose of acquiring publishing acquisitions.  The funds provided
in the first nine months of 1997 were obtained primarily from a draw on the line
of credit for working capital.  

SETTLEMENT OF CONVERTIBLE DEBT AND EQUITY SECURITIES

As detailed in Note 9 of the financial statements, in March 1997, the Company
finalized the settlement with holders of convertible securities issued to fund
the  initial acquisitions of publishing operations in 1996.  Almost all of the
debt and equity securities consisting of convertible debentures with a face
value of $1,925,000 and Series D and E preferred stock with original face values
of $1.2 and $1.8 million respectively were retired in the second quarter upon
transfer of 1.1 million shares into an escrow account for purposes of the
settlement.  The transaction was recorded based on estimates subject to final
adjustment and at the end of the third quarter the settlement was finalized.

Management believes that the final settlement of the conversion of the
securities into common stock will benefit the Company through improvement of the
debt to equity ratio and through elimination of the  uncertainty of potential
dilution related to the conversion that existed before the settlement.

MANAGEMENT ENHANCEMENT

Since inception of publishing operations, the Board of Directors has sought to
identify and recruit management personnel with backgrounds from much larger
publishing companies to establish a management team consistent with the
company's expansion goals.

In September, 1997, the Company named Hugo Barreca as the new Chief Financial
Officer.  Mr. Barreca brings twenty years of experience in the publishing
industry, including senior positions with Time Inc., the New York Times Magazine
Group, and Gruner + Jahr USA Publishing.  His responsibilities have included
strategic business planning, financial planning and management, contract
negotiations and purchasing, and computer systems development including
inventory database systems, financial management systems, logistic models and
telecommunications systems.  Mr. Barreca received an M.B.A. from New York
University and a J. D. from Fordham School of Law as well as other academic
degrees and professional honors.  Based in the New York office, Mr. Barreca will
be responsible for the company's overall financial planning and management.  He
will also direct the company-wide consolidation of current operations and
implement the company's expansion program through continued acquisitions of
related business operations in publishing, advertising, websites, and other
related media.   

Robert F. Kendall, formerly CFO, has become Senior Vice President - Finance and
continues to serve as Treasurer and Assistant Secretary.  He is based in the
Palm Beach, Florida, administrative office where he heads the accounting
department and is responsible for all financial reporting and tax planning.  

CURRENT EVENTS AND STRATEGIC PLANNING

The Company intends to continue the operations of the businesses acquired during
1996 and to expand these operations into new areas of distribution, including
international editions and the establishment of Internet web sites for several
of its well-known magazine titles.  The expansion of distribution channels for
the Company's brand-name magazine titles, combined with the Company's continuing
program of cost reduction through consolidation of its operations, is
anticipated to substantially increase the net revenues from the Company's
operations.  

Management of the Company believes that, with the exception of advertising
revenue as detailed below, the results of operations for 1996 and the first nine
months of 1997 were consistent with the expectations established during the due
diligence investigation completed prior to the purchases of the two businesses. 
Management further anticipates that the implementation of its business plan
during 1997 and 1998, which includes, among other things, production
efficiencies, cost-saving measures, new market exploration, increased capacity
utilization in the printing plant, and acquisition of additional businesses,
will realize a substantial growth in assets as well as increases in revenues and
profits. 

Distribution and Circulation

Distribution revenues increased during the third quarter over the second quarter
primarily due to launching of several new magazines. 

The Company has executed a trademark license agreement with Spice Direct, Inc.,
a subsidiary of Spice Entertainment, Inc. (Nasdaq: SPZE), for use of its "Spice"
trademark.  The agreement grants the Company an exclusive nontransferable right
and license to use the "Spice" trademark throughout the United States in
conjunction with both a printed and electronic (Internet) published magazine. 
The magazine includes entertainment content and a monthly guide to programming
carried on Spice cable television and satellite channels which are available in
23 million U.S. households and which are carried by more than 500 cable systems.
The agreement includes provision for cross promotion between the publishing and
programming partners.  The first issue went on sale in the third quarter of
1997. 

Printing Plant

The Company has upgraded and expanded its printing plant to accommodate the 
printing of all Company publications as well as third party printing contracts.
At the end of the third quarter of 1997, the transition was completed for all
Firestone titles, which were previously printed by an outside company, to be
printed in-house at an annual savings of approximately $535,000.  The Company
will begin to realize the benefit of this transition in the fourth quarter.    

Advertising

During the third quarter, the Company executed an agreement with a major
advertiser that will increase advertising revenues by $1 million during the
eighteen months which began September 15, 1997. Due to the delay between order
date and on-sale-date of advertising, the Company expects to realize a partial
benefit of the contract in the fourth quarter of 1997 and to commence to realize
full benefit in the first quarter of 1998.  The agreement is expected to help 
reverse the decrease in advertising revenue in the second and third quarters 
which was due, in part, to the financial difficulties of several of the 
Company's advertisers.  Additionally, the Company is pursuing other long-term 
advertising contracts with other advertisers and anticipates the introduction of
several new accounts in the remainder of 1997 and early 1998.   

Internet Websites

The Company has established Internet websites related to several of the
Company's existing publications.  The Company is evaluating the expansion of the
existing web sites, and the introduction of new sites, which would utilize the
text, graphics, advertisers, products and services of most of its approximately
25 publications, one of the largest commonly-owned groups of well-known, name
brand leisure and special interest titles. Revenues sought from the web sites
are from monthly memberships, subscriptions, advertising pages, and mail order
products.  The Company engaged a consultant in April, 1997, to assist the
initial design and construction of the sites and connectivity; this initial
evaluation is complete.  As of the date of this report the Company intends to
complete the project internally. The Company intends to proceed diligently with
Internet development to ensure that websites produce a near-term financial
benefit to the Company.

Acquisitions

The Company has been and is currently in active negotiation for the acquisition
of a group of magazine titles and additional related media operations.  At the
end of October, 1997, one of the acquisition targets announced that it was in
the process of being acquired by its own franchise subsidiary.  Related
acquisition costs of approximately $100,000 shown as deferred costs at the end
of the third quarter will be charged to operations in the fourth quarter. 

In conjunction with the acquisition process, Princeton Media Group, Inc., has
executed an agreement with an investment banking firm which has expressed a
commitment to the Company to arrange up to $40 million in financing for such
acquisitions, including the financial restructuring of the Company.  On behalf
of other unrelated clients, the California-based investment banking firm has
participated in capital transactions of more than $3 billion over the past seven
years.  The firm is presently advising Princeton regarding due diligence
matters, valuation, and negotiation of purchase agreements.  It is expected that
financing will be accomplished principally through an offering of corporate
debt.


PART II.  OTHER INFORMATION

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

(a) Exhibits.


Exhibit    Exhibit 
Number
10.1       Employment Agreement
27.1       Financial Data Schedule

(b) Reports on Form 8-K: None


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: November 14, 1997                 
                                             PRINCETON MEDIA GROUP, INC.

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