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



                      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 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.



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 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.



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.