DEFINITION, LTD.
                      QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER  ENDED 6/30/99 - PAGE 1U.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
June 30, 1999



	 [  ] 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 W. 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 September 17, 1999, was 11,862,873 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, 1999



TABLE OF CONTENTS



PART I - FINANCIAL INFORMATION



Item 1 - Financial Statements

Consolidated Balance Sheet as of June 30, 1999 and December 31,
1998

Consolidated Statement of Operations for the Six Months Ended
June 30, 1999 and June 30, 1998, and for the Three Months Ended
June 30, 1999 and 1998

Consolidated Statement of Cash Flows for the Six Months Ended
June 30, 1999 and June 30, 1998, and for the Three Months Ended
June 30, 1999 and 1998

Notes to Interim Consolidated Financial Statements



All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or
notes thereto.



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	(Unaudited) June 30,  1999	 December 31, 1998

Current Assets

  Cash and Cash Equivalents	$                 0 	$        31,144



Property and Equipment

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

   Computer, Production and Broadcast Equipment     	310,514
	310,508

   Building and Improvements	   469,153 	   469,153

	3,765,203 	3,765,197

   Less Accumulated Depreciation
        	(2,792,405)	(2,525,834)

Property and Equipment, Net	972,798 	1,239,363



Other Assets

   Prepaid Airtime 	   126,750 	   146,250



Total  Assets	$   1,099,548 	$   1,416,757



































  LIABILITIES AND STOCKHOLDERS' EQUITY	(Unaudited) June 30,
1999	 December 31, 1998

Current Liabilities

   Checks Issued in Excess of Cash	$          3,857 	$
      0

   Mortgage Payable, Current Portion 	          1,951
1,847

   Accounts Payable, Trade
 	38,300 	62,835

   Payroll Tax Liabilities
     	23,700 	23,700

   Due to Related Party 	227,915 	164,383

Total Current Liabilities
              	295,723 	252,765



Long-Term Liabilities

   Mortgage Payable, Noncurrent Portion 	  75,776 	  76,777



Total Liabilities	371,499 	329,542



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, 50,000,000
      Shares; Issued and Outstanding, 11,862,873 and 1,254,929
          Shares at June 30, 1999 and December 31, 1998	  11,863
	  1,255

   Additional Paid In Capital	14,347,821 	12,737,049

   Retained Earnings (Deficit)	(13,631,635)	(11,651,089)

Total Stockholders' Equity	     728,049 	  1,087,215



Total Liabilities and Stockholders' Equity	$   1,099,548 	$
1,416,757





<PAGE>



		(Unaudited) Three Months Period Ended June 30,
1999	(Unaudited) Three Months Period Ended June 30,
1998	(Unaudited) Six Months Period Ended June 30,
1999	(Unaudited) Six Months Period  Ended June 30, 1998

Revenues	$        41,733 	$       17,662 	$        78,952 	$
  44,801



Cost of Revenues	29,839 	  4,615 	73,749 	   4,615



Gross Profit	11,894 	13,047 	5,203 	40,186



Operating Expenses

   General and Administrative	165,110 	671,585 	1,983,741
	883,819



Operating Loss	(153,216)	(658,538)	(1,978,538)	(843,633)



Other Expense

   Interest Expense	           0 	(3,023)	(2,008)	(5,327)



Net Loss Available to Common Stockholders  	 $     (153,216)	 $
   (661,561)	 $  (1,980,546)	 $    (848,960)



Basic Loss Per Share of Common Stock	 $          (0.01)	 $
   (1.61)	 $          (0.23)	 $          (2.03)



Weighted Average Number of           Common Shares Outstanding
10,607,500 	 411,509 	 8,686,250 	 417,760





<PAGE>



			(Unaudited) For the Six  Months Period Ended June 30,
1999	(Unaudited) For the Six  Months Period Ended June 30, 1998

Cash Flows From Operating Activities

   Net Loss	  	$  (1,980,546)	$    (848,960)

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

       Depreciation and Amortization		286,065 	240,094

       Common Stock Issued for Services		1,609,405 	465,000

   Changes in Assets and Liabilities

       (Increase) Decrease in Accounts Receivable          		0
	(2,000)

        Increase (Decrease) in Checks Issued In Excess of
     Cash		 3,857 	 6,052

        Increase (Decrease) in Accounts Payable, Trade
(12,560)	  19,735

   Total Adjustments		1,886,767 	728,881

Net Cash Used In Operating Activities 	  	(93,779)	(120,079)



Cash Flows From Investing Activities

   Purchase of Property and Equipment
        0 	(31,981)

Net Cash Flows Used In Investing Activities		0 	(31,981)



Cash Flows From Financing Activities

   Proceeds (Repayments)  From Long Term Debt		(897)	(660)

   Proceeds From the Issuance of Common Stock		0 	50,000

   Advances From Others		63,532 	100,730

Net Cash Provided By Financing Activities		62,635 	150,070



Decrease in Cash and Cash Equivalents	         	(31,144)	(1,990)



Cash and Cash Equivalents at Beginning of Period		31,144
1,990



Cash and Cash Equivalents at End of Period	 	$                 0
	$                0



		(Unaudited) For the Six  Months Period Ended June 30,
1999	(Unaudited) For the Six  Months Period Ended June 30, 1998

Supplemental Disclosure of Cash Flow Information:

Cash paid for:

   Interest		$          2,008 	$         5,985

   Income taxes		$                 0 	$                0



Supplemental Schedule of Noncash Investing and
Financing Activities:

   Issuance of Common Stock for Services		$   1,609,405 	$
465,000

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

   Conversion of Debt to Equity		$        11,975 	$
   0





<PAGE>





NOTE 1.  Statement of Information Furnished



The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with Form 10QSB
instructions and in the opinion of management contains all
adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of June
30, 1999, the results of operations for the three and six months
ended June 30, 1999, and the statement of cash flows for the six
months ended June 30, 1999.  These results have been determined
on the basis of generally accepted accounting principles and
practices and applied consistently with those used in the
preparation of the Company's 1998 Annual Report on Form 10-KSB.



Certain information and footnote disclosure normally included in
the financial statements presented in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that the accompanying consolidated financial
statements be read in conjunction with the accompanying
consolidated financial statements and notes thereto incorporated
by reference in the Company's 1998 Annual Report on Form 10-KSB.




NOTE 2.  Stock Split



On January 8, 1999, the Board of Directors approved a 20:1
reverse stock split at $0.001 par value (no effect to par value)
reducing the outstanding shares at December 31, 1998, of
25,098,580 to 1,254,929.  All per share and per share
information have been adjusted retroactively to reflect the
stock split.



NOTE 3.  Common Stock

On August 23, 1999, the Company canceled 400,000 shares of
common stock previously issued for services rendered at $0.05
per share.  This transaction will be reflected in the third
quarter.



NOTE 4.  Acquisition of New Film Library



On September 7, 1999, the Company acquired a new film library
for a total cost of $2.5 million, in exchange for the issuance
of 175,000 shares of its preferred stock at $10.00 per share and
750,000 shares of its common stock at $1.00 per share.  The
transaction is expected to be completed by September 22, 1999.



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



When used in this discussion, the words "believes",
"anticipates", "expects", and similar expressions are intended
to identify forward-looking statements.  Such statements are
subject to certain risks and uncertainties, which could cause
actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.  The Company undertakes no obligation to republish
revised forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence
of unanticipated events.  Readers are also urged to carefully
review and consider the various disclosures made by the Company
which attempt to advise interested parties of the factors which
affect the Company's business, in this report, as well as the
Company's periodic reports on Forms 10-KSB, 10QSB and 8-K filed
with the Securities and Exchange Commission.



(1) Results of Operations



Revenues.  The Company continues to operate its TV Station with
revenues for the three months ended June 30, 1999 of $41,733,
compared to the three months ended June 30, 1998 of $17,662, an
increase of $24,071, or 136%.  Revenues six month period ended
June 30, 1999, increased from $44,801 to $78,952.  There was no
apparent reason for the increase.  To date, the Company has not
relied on any revenues for funding.  During the next several
years, the Company expects to derive the majority of its
potential revenues from the distribution of its newly acquired
film library.



General and Administrative Expenses.  During the three months
ended June 30, 1999, the Company incurred $165,110 in general
and administrative expenses, a decrease of 75.4% from second
quarter 1998 expenses of $506,475.   General and administrative
expenses for the six month period June 30, 1999, increased
124.45% from $883,819 to $1,983,741.  The increase is primarily
attributable to the issuance of common stock for consulting
services of $1,609,405.  The Company experienced a net loss of
$1,980,546 for the six months period ended June 30, 1999,
compared to a net loss of the prior period of $843,633, or an
increase of $1,136,913.  The majority of the loss is
attributable to the common stock issued for services rendered as
discussed above.



Provision for Income Taxes.  As of June 30, 1999, the Company's
accumulated deficit was $13,631,635.   Accordingly, the Company
has recorded a full valuation allowance against any income tax
benefit to date.



(2) Liquidity



The Company's liquidity position continues to be poor.  Working
capital continues to deteriorate.  At June 30, 1999, the Company
had a negative working capital of $295,723, as compared to
$221,621 at December 31, 1998.  Due to the "start-up" nature of
the Company's business, the Company expects to incur losses as
it expands its business.  The Company may raise additional funds
through public or private equity investment in order to expand
the range and scope of its business operations.  The Company may
seek access to the private or public equity but there is no
assurance that such additional funds will be available for the
Company to finance its operations on acceptable terms, if at
all.



PART II



Item 1.  Legal Proceedings.

None.



Item 2.  Changes in Securities.

None.



Item 3.  Defaults Upon Senior Securities.

None.



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

None.



Item 5.  Other Information.

None.



Item 6.  Exhibits and 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 17, 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.