DEFINITION, LTD.
                  QUARTERLY REPORT ON FORM 10-QSB/A FOR THE
QUARTER  ENDED 6/30/98 - PAGE 1U.S. SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549



Form 10-QSB/A



	[ 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 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.)



                      4625 West Nevso Drive, Suite 2, Las Vegas,
Nevada 89103

                                 (Address of principle executive
offices, including zip code)



           (702) 253-1333

                    (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 JUNE 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.



Incorporated by reference only.  See original Form 10QSB filed.
This form is being filed solely to include financial data
schedules which were previously omitted from original filing.



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



(1) Results of Operations



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

The Company continues to operate its TV Station with revenues
for the three months ended June 30, 1998 (Current Period) of
$17,662, compared to the three months ended June 30, 1997 (Prior
Period) of $40,147, a decrease $22,485, or 56%.  There was no
apparent reason for the decrease.



The Company's General and Administrative costs increased from
$20,073 for the prior period compared to $82,825 for the current
period, for a net increase of $62,752, or 312%.  The increase
was due principally to an increase in salaries of $47,700, due
to the addition of approximately seven employees since the first
of the year.  The remainder of the increase represents
additional overhead incurred for the Company's general operating
expenses, such as office supplies, postage, rent and utilities.
Consulting and other professional fees increased from $18,790 in
the prior period to $468,300 in the current period, for a net
increase of $449,510, or 2400%.  The increase is primarily due
to the issuance of 1,500,000 shares of common stock for
consulting and legal services rendered at $0.35 per share, or
$525,000, less the cancellation of 300,000 shares of common
stock issued in 1997 for legal services rendered at $0.20 per
share, or ($60,000), for a total of $465,000.    Depreciation
expense decreased from $201,407 in the prior period to $120,460
in the current period, for a net decrease of $80,947, or 41%.
The Company experienced a net loss of $661,561 for the current
period compared to a net loss of the prior period of $201,698,
or an increase of $459,863.  The majority of the loss is
attributable to the common stock issued for services rendered as
discussed above.



Six Months Ended June 30, 1998 versus June 30, 1997

The Company continues to operate its TV Station with revenues
for the six months ended June 30, 1998 (Current Period) of
$44,801, compared to the six months ended June 30, 1997 (Prior
Period) of $69,749, a decrease $24,948, or 36%.  There was no
apparent reason for the decrease.



The Company's General and Administrative costs increased from
$51,518 for the prior period compared to $175,425 for the
current period, for a net increase of $123,907, or 241%.  The
increase was due principally to an increase in salaries of
$94,200, due to the addition of approximately seven employees
since the first of the year.  The remainder of the increase
represents additional overhead incurred for the Company's
general operating expenses, such as office supplies, postage,
rent and utilities.  Consulting and other professional fees
increased from $313,724 in the prior period to $468,300 in the
current period, for a net increase of $154,576, or 49%.  The
increase is primarily due to the issuance of 1,500,000 shares of
common stock for consulting and legal services rendered at $0.35
per share, or $525,000, less the cancellation of 300,000 shares
of common stock issued in 1997 for legal services rendered at
$0.20 per share, or ($60,000), for a total of $465,000.
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.   Depreciation expense
decreased from $402,814 in the prior period to $240,094 in the
current period, for a net decrease of $162,720, or 40%.  The
Company experienced a net loss of $848,960 for the current
period compared to a net income of the prior period of $157,476,
or an decrease of $1,006,436.  As discussed in the prior 10-QSB,
the Company had been focusing on the development of the Video
Streaming Technology,  which was sold in the first quarter of
1997 resulting in a gain (approximately $932,000) which is the
basis for the prior year net profits.



(2) Liquidity



The Company's liquidity position continues to be poor.  Working
capital continues to deteriorate.  At June 30, 1998, the Company
had a negative working capital of $61,736, as compared to
$40,865 at December 31, 1997.   The decrease is related to the
increase in accounts payable to cover general operating
expenses.  Cash flows has been impacted by the decrease in sales
over the periods.  Again, 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 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 June 30, 1998, the Company
issued/canceled shares of its common stock as follows:



1.  Canceled 300,000 shares for services rendered at $0.20 per
share, or $60,000.

2.  Issued 1,500,000 shares for consulting and legal services
rendered at $0.35 per share, or 			$525,000.

3.  Issued 30,000 shares for cash at $1.00 per share, or $30,000.

4.  Issued 325,000 shares in exchange for prepaid airtime.

5.  Fractional share adjustment of 68 shares, no dollar value.



Item 3.  Defaults Upon Senior Securities.



None



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



None



Item 5.  Other Information.



This form is being filed solely to include financial data
schedules which were previously omitted from original filing.
Change in President and CEO on June 17, 1999.  Change of address
occurred on June 30, 1999.  There have been no other changes to
the original filing.



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:

/s/  Donna Anderson

President and

Chief Executive Officer



Dated:  September 7, 1999



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.