DEFINITION, LTD.                                                
                      QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER  ENDED 9/30/98 - PAGE 1



U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-QSB



	[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Quarterly Period Ended
September 30, 1998

        

	 [  ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Transition              
               Period from               to              .  



                                                                
      Commission File No. 0-20598



		                           Definition, Ltd.

		                                                     (Name of
Small Business Issuer in its Charter)

         NEVADA		                                               
                                                          
75-2293489

 (State or other jurisdiction of	 	                             
                                                                
  (IRS Employer

 incorporation organization)		                                  
                                                             
Identification No.)



                      1334 South Killian Drive, Unit 4, Lake
Park, Florida 33403

                                 (Address of principle executive
offices, including zip code)

  

           (561) 840-0556

                    (Issuer's telephone number, including area
code)



Securities Registered under Section 12(b) of the Exchange Act:

Title of Each Class                                             
                 Name of Exchange on Which Registered

None	                       None

Securities Registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value per share

(Title of Class)



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 of such
filing requirements for the past 90 days.  Yes [ ] No [ X ]



The number of shares outstanding of the issuer's common equity
as of November 15, 1998, was 21,998,580 shares of common stock,
par value $.001.



Transitional Small Business Disclosure Format (check one): Yes [
 ] No [X]                                                       
                                                                
                 

















DEFINITION, LTD.

FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1998



TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION



Item 1 - Financial Statements

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations



PART II - OTHER INFORMATION



Item 1 - Legal Proceedings

Item 2 - Changes in Securities

Item 3 - Defaults Upon Senior Securities

Item 4 - Submission of Matters to a Vote of Security Holders

Item 5 - Other Information

Item 6 - Exhibits and Reports on Form 8-K



PART I



Item 1.  Financial Statements.



	                                            ASSETS		

	September 30, 1998	December 31, 1997

Current Assets      		

  Cash and Cash Equivalents	$     61,177 	$        1,990 

  Accounts Receivable, Other	  4,725 	       0 

Total Current Assets	65,902 	1,990 

		

Property and Equipment 		

   Broadcast Resource Library   	2,985,536 	2,985,536 

   Computer, Production and Broadcast Equipment                 
        	312,460 	261,398 

   Building and Improvements	  469,153 	  469,153 

	3,767,149 	3,716,087 

   Less Accumulated Depreciation             
	(2,357,417)	(1,996,179)

Property and Equipment, Net	1,409,732 	1,719,908 

		

Other Assets		

   Prepaid Airtime	  195,000 	             0 

		

Total  Assets	$ 1,670,634 	$ 1,721,898 

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

                                           LIABILITIES AND
STOCKHOLDERS'	EQUITY	

		

	September 30, 1998	December 31, 1997

Current Liabilities		

   Mortgage Payable, Current Portion                            
   	$       1,797 	$        1,655 

   Accounts Payable, Trade                                      
                         	23,300 	17,500 

   Payroll Tax Liabilities                                      
                               	23,700 	23,700 

Total Current Liabilities                                       
                             	48,797 	42,855 

		

Long-Term Liabilities		

   Mortgage Payable, Noncurrent Portion 	77,259 	78,480 

   Due To Others	142,229 	         0 

Total Long-Term Liabilities	219,488 	78,480 

		

Total Liabilities	268,285 	121,335 

		

Stockholders' Equity		

   Preferred Stock: Authorized $0.01 Par Value, 5,000,000
Shares;            Issued and Outstanding, None	 None 	 None 

   Common Stock: Authorized $0.001 Par Value, 75,000,000 Shares;
       Issued and Outstanding, 10,498,580 Shares and 7,773,512
Shares       at September 30, 1998 and December 31, 1997  	 
10,499 	  7,774 

   Additional Paid In Capital	11,997,805 	11,090,530 

   Retained Earnings (Deficit)	(10,605,955)	(9,497,741)

Total Stockholders' Equity	1,402,349 	1,600,563 

		

Total Liabilities and Stockholders' Equity	$ 1,670,634 	$
1,721,898 







<PAGE>



	

	Three Months Period Ended September 30, 1998	Three Months
Period Ended September 30, 1997	 Nine Months Period Ended
September  30, 1998 	 Nine Months Period Ended September 30, 1997

Revenues	$       24,475 	$     136,049 	$       69,276 	$    
205,798 

				

Cost of Revenues	23,549 	  (9,471)	28,164 	  (9,471)

				

Gross Profit	926 	126,578 	41,112 	196,327 

				

Operating Expenses				

   General and Administrative	84,900 	179,412 	260,325 	230,930 

   Consulting and Other Professional Fees	50,000 	47,001
	518,300 	360,725 

   Depreciation and Amortization	121,142 	 26,743 	   361,236
	429,557 

Total Operating Expenses	256,042 	253,156 	1,139,861 	1,021,212 

				

Operating Income (Loss)	(255,116)	(126,578)	(1,098,749)	(824,885)

				

Other Income (Expense)               				

   Write-off, Investment in J.V.	0 	(2,000,000)	0 	(2,000,000)

   Reverse Gain on Sale of Fixed Assets	0 	(931,962)	0 	0 

   Interest Expense	(4,138)	     (3,967)	(9,465)	     (7,146)

Total Other Expense	(4,138)	(2,935,929)	(9,465)	(2,007,146)

				

Loss Before Income Taxes	   (259,254)	(3,062,507)	
(1,108,214)	(2,832,031)

				

Provision For Income Taxes	           0 	73,000 	              0
	              0 

				

Net Loss Available to Common                     Stockholders  	
$   (259,254)	 $ (2,989,507)	 $ (1,108,214)	 $ (2,832,031)

Loss Per Weighted Average Share of             Common Stock	 $  
      (0.03)	 $         (0.45)	 $         (0.13)	 $        
(0.42)

Weighted Average Number of                        Common Shares
Outstanding	 8,801,496 	 6,700,179 	 8,801,496 	 6,700,179 





<PAGE>



			For the Nine  Months Ended September 30, 1998	For the Nine
Months Ended September 30, 1997

Cash Flows From Operating Activities			 

   Net Loss	  	$ (1,108,214)	$ (2,832,031)

   Adjustments to Reconcile Net Loss to Net Cash Used        In
Operating Activities			

       Depreciation and Amortization		361,238 	429,557 

       Common Stock Issued for Services		515,000 	382,000 

       Write-Off of Assets		0 	2,000,000 

       Bad Debt Expense		0 	46,600 

   Changes in Assets and Liabilities			

       (Increase) Decrease in Accounts Receivable,
Other		(4,725)	5,626 

        Increase (Decrease) in Checks Issued in Excess of       
    Cash		 0 	 6,726 

        Increase (Decrease) in Accounts Payable, Trade   		   
5,800 	   (63,716)

   Total Adjustments		877,313 	2,806,793 

Net Cash Used In Operating Activities 	  	(230,901)	(25,238) 

            			

Cash Flows From Investing Activities	 		

   Purchase of Property and Equipment                        
		(51,062)	(36,816)

Net Cash Flows Used In Investing Activities		(51,062)	(36,816)

			

Cash Flows From Financing Activities			

   Proceeds (Repayments)  From Long Term Debt		(1,079)	(1,097)

   Proceeds From the Issuance of Common Stock		200,000 	0 

   Advances From Others		142,229 	       0 

Net Cash Provided By (Used In) Financing Activities		341,150
	(1,097)

			

			

		For the Nine  Months Ended September 30, 1998	For the Nine
Months Ended September 30, 1997

			

Increase (Decrease) in Cash and Cash Equivalents	        
	59,187 	(63,151)

			

Cash and Cash Equivalents at Beginning of Period		  1,990
	63,151 

			

Cash and Cash Equivalents at End of Period	 	$       61,177 	$  
             0 

			

			

Supplemental Disclosure of Cash Flow Information:			

Cash paid for:			

   Interest		$         9,465 	$         6,432 

   Income taxes		$                0 	$                0 

			

Supplemental Schedule of Noncash Investing and           
Financing Activities:			

   Issuance of Common Stock for Services		$     515,000 	$    
382,000 

   Exchange of Common Stock for Investment in Joint          
Venture		 $                0 	 $  2,000,000 

   Exchange of Common Stock for Prepaid Airtime		$     195,000
	$                0 

			





<PAGE>





Note 1.  Interim Consolidated Financial Statements.



In the opinion of management, the accompanying consolidated
financial statements for the three and nine months ended
September 30, 1998 and 1997, reflect all adjustments (consisting
only of normal recurring adjustments) necessary to present
fairly the financial condition, results of operations, and cash
flows of Definition, Ltd. and subsidiaries (the Company) and
include the accounts of the Company and all of its subsidiaries.
 All material intercompany transactions and balances have been
eliminated.



The financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.  It is suggested that
these unaudited financial statements be read in conjunction with
the financial statements and notes thereto to be included in the
Company's Annual Report on Form 10-KSB which was filed with the
Securities and Exchange Commission for the year ended December
31, 1997.  Certain reclassifications and adjustments may have
been made to the financial statements for the comparative period
of the prior fiscal year to conform with the present
presentation.  The results of operations for the interim periods
are not necessarily indicative of the results to be obtained for
the entire year.













Item 2.  Management's Discussion and Analysis of Financial
Condition and Results of Operations.



(1) Results of Operations



Three Months Ended September 30, 1998 versus September 30, 1997:

The Company continues to operate its TV Station with revenues
for the three months ended September 30, 1998 (Current Period)
of $24,475, compared to the three months ended September 30,
1997 (Prior Period) of $136,049, a decrease of  $111,574, or
456%.   Revenues from the television segment have decreased
significantly, comparatively speaking, due to key employee
turnover.  Management's focus is on the television segment and
sales from the programming library, which it expects to increase
over the next six months.  



The Company's general and administrative costs decreased from
$179,412 for the prior period compared to $84,900 for the
current period, for a net decrease of $94,512, or 53%.  The
decrease is due  principally to write-offs of uncollectible
accounts receivable of approximately $82,000 in the prior
period.  The Company experienced a net loss of $2,989,507 for
the prior period compared to a net loss of the current period of
$259,254, or an increase of $2,730,253.  The majority of the
loss is attributable to the write-off of the Company's
investment in joint venture of $2,000,000.  A reversal of the
gain recognized in the first quarter of the prior period was
made for $931,962 because the Company wrote-off its investment
in the joint venture, which generated this gain.







Nine Months Ended September 30, 1998 versus September 30, 1997:

The Company continues to operate its TV Station with revenues
for the nine months ended September 30, 1998 (Current Period) of
$69,276, compared to the nine months ended September 30, 1997
(Prior Period) of $205,798, a decrease of $136,522, or 66%.
Management is still focusing on the television segment to
generate significant revenues.  



Consulting and professional fees of the prior period of $360,725
have increased to $518,300 of the current period, for a net
increase of $157,575.  Consulting and professional fees of the
prior period relate to the Company's attempt to inquire into the
possible acquisition or merger with other similar businesses in
1997, an effort the Company has primarily put an end to.
Consulting and professional fees of the current period relate to
shares issued for legal and consulting services to promote the
Company's television segment.  The Company experienced a net
loss of $1,108,214 for the current period compared to the prior
period of $2,832,031, or an increase of $1,724,087.  As
discussed above, the Company ended all of its joint venture
efforts, resulting in write-off of $2,000,000.  



(2) Liquidity



The Company's liquidity position has improved over the quarter.
Working capital is a positive $17,105 at September 30, 1998,
compared to a negative of $40,865 at December 31, 1997.   The
increase results from the Company's sale of common stock to meet
working capital needs.  Total proceeds from the sale of common
stock for the three months ended September 30, 1998, was
$150,000.  Cash flows has been impacted by the decrease in sales
over the periods.  Management anticipates revenues to increase
and also intends to seek additional funding from private or
public equity investments to meet the increased working capital
needs, if necessary, in the next 12 months.



PART II



Item 1.  Legal Proceedings.



The Company is not currently engaged in any legal proceeding,
nor, to the Company's knowledge, is any suit or other legal
action pending or threatened.



Item 2.  Changes in Securities.



During the three months ended September 30, 1998, the Company
issued shares of its common stock as follows:



1.  Issued 1,000,000 shares for consulting services rendered at
$0.05 per share, or $50,000.

2.  Issued 150,000 shares of common stock for cash at $1.00 per
share, of $150,000.



Item 3.  Defaults Upon Senior Securities.



None



Item 4.  Submission of Matters to Vote of Security Holders.



None



Item 5.  Other Information.



No events to report.



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



There are no exhibits to be included in this quarterly report on
Form 10-QSB.



Reports on Form 8-K:  None



SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



DEFINITION, LTD.





By:	                                         	

Charles Kiefner

President and 

Chief Executive Officer



Dated ___________________



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.