DEFINITION, LTD.   



QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTER  ENDED 6/30/98 -
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
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.)



                      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]                                                       
                                                                
                 















<PAGE>

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.





	                                            ASSETS		

	June 30, 1998	December 31, 1997

Current Assets      		

  Cash and Cash Equivalents	$              0 	$        1,990 

  Accounts Receivable, Other	 2,000 	       0 

Total Current Assets	2,000 	1,990 

		

Property and Equipment 		

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

   Computer, Production and Broadcast Equipment                 
        	293,379  	261,398 

   Building and Improvements	  469,153 	  469,153 

	3,748,068 	3,716,087 

   Less Accumulated Depreciation             
	(2,236,276)	(1,996,179)

Property and Equipment, Net	1,511,792 	1,719,908 

		

Other Assets		

   Prepaid Airtime	195,000 	              0 

		

Total  Assets	$ 1,708,792 	$ 1,721,898 

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

                                           LIABILITIES AND
STOCKHOLDERS'	EQUITY	

		

	June 30, 1998	December 31, 1997

Current Liabilities		

   Checks Issued In Excess of Cash	$       6,052 	$             
 0 

   Mortgage Payable, Current Portion                            
   	1,749 	        1,655 

   Accounts Payable, Trade                                      
                         	37,235 	17,500 

   Payroll Tax Liabilities                                      
                               	23,700 	23,700 

Total Current Liabilities                                       
                             	68,736 	42,855 

		

Long-Term Liabilities		

   Mortgage Payable, Noncurrent Portion 	77,726 	78,480 

   Due To Others	100,729 	         0 

Total Long-Term Liabilities	178,455 	78,480 

		

Total Liabilities	247,191 	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, 9,348,580 Shares and 7,773,512
Shares         at June 30, 1998 and December 31, 1997  	  9,349
	  7,774 

   Additional Paid In Capital	11,798,955 	11,090,530 

   Retained Earnings (Deficit)	(10,346,703)	(9,497,741)

Total Stockholders' Equity	  1,461,601 	1,600,563 

		

Total Liabilities and Stockholders' Equity	$ 1,708,792 	$
1,721,898 









<PAGE>



		 Three Months Period Ended June 30, 1998	 Three Months Period
Ended June 30, 1997	 Six Months Period  Ended June 30, 1998	 Six
Months Period Ended June 30, 1997

Revenues	$       17,662 	$       40,147 	$       44,801 	$      
69,749 

				

Cost of Revenues	  4,615 	         0 	   4,615 	         0 

				

Gross Profit	13,047 	40,147 	40,186 	69,749 

				

Operating Expenses				

   General and Administrative	82,825 	20,073 	175,425 	51,518 

   Consulting and Other                         Professional
Fees	 468,300 	 18,790 	 468,300 	 313,724 

   Depreciation and Amortization	120,460 	201,407 	240,094
	402,814 

Total Operating Expenses	671,585 	240,270 	883,819 	768,056 

				

Operating Loss	(658,538)	(200,123)	(843,633)	(698,307)

				

Other Income (Expense)               				

   Gain on Sale of Assets          	0 	0 	0 	931,962 

   Interest Expense	(3,023)	(1,575)	(5,327)	  (3,179)

Total Other Income (Expense)	(3,023)	(1,575)	(5,327)	928,783 

				

Income (Loss) Before Income Taxes	 (661,561)	 (201,698)	
(848,960)	 230,476 

				

Provision (Benefit) For Income Taxes	             0 	 (79,000)	 
           0 	 73,000 

				

Net Income (Loss) Available to Common Stockholders  	 $  
(661,561)	 $   (122,698)	 $   (848,960)	 $     157,476 

Income (Loss) Per Weighted           Average Share of Common
Stock	 $         (0.08)	 $         (0.02)	 $         (0.10)	 $  
        0.03 

Weighted Average Number of              Common Shares
Outstanding	 8,136,912 	 6,149,346 	 8,136,912 	 6,149,346 





<PAGE>



			For the Six  Months Period Ended June 30, 998	For the Six
Months Period Ended June 30, 1997

Cash Flows From Operating Activities			 

   Net Income (Loss)	  	$    (848,960)	$     157,476 

   Adjustments to Reconcile Net Income (Loss) to Net         
Cash Used In Operating Activities			

       Depreciation and Amortization		240,094 	402,814 

       Common Stock Issued for Services		465,000 	256,000 

       Gain on Disposal of Fixed Assets		0 	(931,962)

   Changes in Assets and Liabilities			

       (Increase) Decrease in Accounts Receivable         
		(2,000)	2,611,534 

        Increase (Decrease)in Checks Issued In Excess of        
    Cash		 6,052 	 0 

        Increase (Decrease) in Accounts Payable, Trade  
		19,735 	   (2,919,322)

        Increase (Decrease) In Accrued Federal Income           
    Taxes		            0 	    73,000 

   Total Adjustments		728,881 	(507,936)

Net Cash Used In Operating Activities 	  	(120,079)	(350,460)

            			

Cash Flows From Investing Activities	 		

   Purchase of Property and Equipment                        
		(31,981)	1,350,000 

   Investment in Joint Venture		           0 	(1,505,924)

Net Cash Flows Used In Investing Activities		(31,981)	(155,924)

			

Cash Flows From Financing Activities			

   Proceeds (Repayments)  From Long Term Debt		(660)	16,067 

   Proceeds From the Issuance of Common Stock		50,000 	450,000 

   Advances From Others		100,730 	           0 

Net Cash Provided By Financing Activities		150,070 	466,067 

			

			

			

			

		For the Six Months Period Ended June 30, 1998	For the Six
Months Period Ended June 30, 1997

Increase (Decrease) in Cash and Cash Equivalents	        
	(1,990)	(40,317)

			

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

			

Cash and Cash Equivalents at End of Period	 	$                0
	$       22,834 

			

			

Supplemental Disclosure of Cash Flow Information:			

Cash paid for:			

   Interest		$         5,985 	$                0 

   Income taxes		$                0 	$                0 

			

Supplemental Schedule of Noncash Investing and           
Financing Activities:			

   Issuance of Common Stock for Services		$     465,000 	$    
256,000 

   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 six months period ended
June 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 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.



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.