UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                                FORM 10-QSB





   (Mark one)
      XX       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES 
               EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1996


                    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                    EXCHANGE ACT OF 1934

               For the transition period from ______________ to _____________





                     Commission File Number:  33-30608

                             DEFINITION, LTD.
     (Exact name of small business issuer as specified in its charter)

       Nevada                                             75-2293349       
(State of incorporation)                           (IRS Employer ID Number)

               1334 Killian Drive, Lake Park, Florida  33403
                 (Address of principal executive offices)

                              (407) 844-7701
                        (Issuer's telephone number)





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 to such filing requirements for the past 90 days. 
YES   X    NO      

State the number of shares outstanding of each of the issuer's classes of 
common equity as of the latest practicable date:
     September 30, 1996:      5,081,842

Transitional Small Business Disclosure Format (check one):  YES       NO X 



                             DEFINITION, LTD.

                      PART I - FINANCIAL INFORMATION

                                     
                                                                      Page    
Item 1. Financial Statements 

                INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets  at September 30, 1996
     (unaudited), and December 31, 1995                                3-4 

     Consolidated Statements of Operations for the 
     Three Months Ended September 30, 1996,
     and 1995 (unaudited)                                               5

     Consolidated Statements of Operations for the
     Nine Months Ended September 30, 1996,
     and 1995 (unaudited)                                               6

     Consolidated Statements of Cash Flows for the
     Nine Months Ended September 30, 1996, and 1995 (unaudited)         7

     Notes to Consolidated Financial Statements                         8
     
                             



Part I - Item I - Financial Statements            
                    
DEFINITION, LTD.                   
CONSOLIDATED BALANCE SHEETS                  
September 30, 1996 and December 31, 1995          
                    
                                              
                                              (unaudited)        (audited)
                                              Sept. 30,          Dec. 31,
                                              1996               1995
  
ASSETS                   
Current assets                
  Cash and cash equivalents                   17135              177450
  Notes receivable                            210000             210000
  Accounts receivable                         7961378            3129480
  Accounts receivable - other                 2500               10520
  Deposits                                    134520             -
                    
    Total current assets                      8325533            3527450
                    
Property and equipment                  
  Broadcast resource library                  3015536            2985536
  Computer, production & broadcast equip.     821105             814896
  Building and improvements                   469153             250141
  Other                                       2380               887
  Accumulated depreciation                    -1330096           -878390
                    
    Net property and equipment                2978078            3173070
                    
Other assets                  
  Contracts and accts rec. - long term        1604665           1876430
  Equity invest. in joint venture
    & other companies                         383933            330602
                    
    Total other assets                        1988598           2207032
                    
    TOTAL ASSETS                             13292209           8907552


DEFINITION, LTD.                   
CONSOLIDATED BALANCE SHEETS - Continued      
September 30, 1996 and December 31, 1995          
                    

                                            (unaudited)         (audited)
                                            Sept. 30,            Dec. 31,
                                            1996                 1995
Current liabilities                
  Current portion of long-term debt         1330                 1330
  Accounts payable - trade                  6665                 28735
  Accounts payable - Other                  1968198              -
  Accounts payable - affiliates             1158883              641879
  Federal income tax payable                656174               184787
                    
    Total current liabilities               3791250              856731
                    
Long-term debt                              80771                81777
                    
    Total liabilities                       3872021              938508
                    
Commitments and contingencies                
                    
Shareholders' equity                    
  Preferred stock - $0.01 par value.              
  5,000,000 shares authorized.                    
    Series A - 500,000 shares allocated; no      
      shares issued and outstanding.         -                   -
  
  Common stock - $0.001 par value.                
    100,000,000 shares authorized;
    5,081,842 and 4,891,842
    shares issued and outstanding,
     respectively                           5082                4892
  Additional paid-in capital                10184607            9650422
  Retained earnings (deficit)               983621              66852
                                            11173310            9722166
  Deferred  advertising and broadcast
   airtime credits acquired from
   an affiliate                             -1753122            -1753122
                    
    Total shareholders' equity              9420188             7969044
                    
    TOTAL LIABILITIES AND                    
      SHAREHOLDERS' EQUITY                  13292209            8907552



DEFINITION, LTD.                                            
CONSOLIDATED STATEMENTS OF OPERATIONS                       
Three months ended September 30, 1996 and 1995                        
                    



                                   (unaudited)         (unaudited)    
                                   Three months        Three months   
                                   ended               ended          
                                   Sept. 30,           Sept. 30, 
                                   1996                1995      
               

Revenues                           2713318             1169946   
                    
Cost of sales                      1877449             398850    
               
Gross profit                       835869              771096    
                    
Operating expenses                                          
  General and administrative       638449              103798    
  Depreciation and amortization    150568              219338    
                    
    Total operating expenses       789017              323136    
                    
Income from operations             46852               447960    
                    
Other income (expense)                                           
  Interest and other               -2279               -1537          
               
Income before income taxes         44573               446423    
                    
Provision for income taxes         15155               -         
               
Net Income                         29418               446423    
                    
Income (loss) per weighted-average                                    
  share of common stock outstanding                                   
    Primary                         0.01                0.11        
    Fully diluted                   0.01                0.09      
               
Weighted-average number of shares                                     
  of common stock outstanding                                          
    Primary                         5081842             4019695   
    Fully diluted                   5081842             4891537   


                 
DEFINITION, LTD.                                            
CONSOLIDATED STATEMENTS OF OPERATIONS                       
Nine months ended September 30, 1996 and 1995                              
               

                                   (unaudited)         (unaudited)    
                                   Nine months         Nine months    
                                   ended               ended          
                                   Sept. 30,           Sept. 30, 
                                   1996                1995      
               
                                             
Revenues                           6309113             2222452   
                                        
Cost of sales                      3568754             699515    
                                             
Gross profit                       2740359             1522937   
                                             
Operating expenses                                          
  General and administrative       893384              215788    
  Depreciation and amortization    451706              559105    
                                             
    Total operating expenses       1345090             774893    
                                                       
Income from operations             1395269             748044    
                                   
Other income (expense)                                           
  Interest and other               -6225               -4957          
                                             
Income before income taxes         1389044             743087    
     
                                             
Provision for income taxes         472275               -         
     
                                             
Net Income                         916769               743087    
                                                  
Income per weighted-average                                      
  share of common stock outstanding                                   
    Primary                         0.19                 0.15      
    Fully diluted                   0.19                  --        
                                             
Weighted-average number of shares                                     
  of common stock outstanding                                    
    Primary                          4955175           4891537   
    Fully diluted                    4955175            --        



DEFINITION, LTD.                        
CONSOLIDATED STATEMENTS OF CASH FLOWS                       
Nine months ended September 30, 1996 and 1995                         

                                 

                                           (unaudited)         (unaudited)    
                                           Nine months         Nine months    
                                           ended               ended     
                                           Sept. 30,           Sept. 30,      
                                           1996                1995 

Cash Flows from Operating Activities                        
  Net Income                               916769             743087    
  Adjustments to reconcile net income (loss)                     
    to net cash provided by (used in)
    operating activities                     
      Depreciation and amortization        451706              559105    
      Common stock issued for services     534375              -    
      (Increase) decrease in:                     
        Accounts receivable                -4824147            -3754162  
        Contracts & long term receivables  271765              -    
        Deposits                           -134250             -    
      Increase (decrease) in:                     
        Accounts payable                     
          Trade                            -22070              -124478   
          Other                            1968197             -    
          Affiliates                       517004              992  
        Accrued federal income tax         471387              -    
        Deferred revenue                   -                   2927596   
Net cash provided by (used in)
 operating activities                      150736              352140    
                         
Cash Flows from Investing Activities                        
  Increase in property and equipment       -256714             -3400     
  Increase in investment in Joint Venture  -53331              -    
Net cash provided by (used in)
 investing activities                      -310045             -3400     
                         
Cash Flows from Financing Activities                        
  Decrease in bank overdraft                 -                -2617     
  Decrease in Long Term Debt               -1006              -585 
  Advances from affiliates                   -                -242012   
Net cash provided by (used in)
 financing activities                      -1006              -245214   
                         
INCREASE (DECREASE) IN CASH                -160315             103526    
                         
Cash at beginning of period                177450              11227     
                         
Cash at end of period                      17135               114753    
                         
Supplemental Disclosure of Noncash                     
  Investing and Financing Activities                        
    Purchase of office condominium and
    improvements with long-term mortgage
    payable and advances from affiliates   219012              105000    
                         
    Exchange of inventory and broadcast
    airtime credits for barter trade credits    0              232966    
                         
    Reclassification and offset of
    trade accounts receivable and accounts
    payable to affiliates                       0              181053    

                         

                             DEFINITION, LTD.
              Notes to the Consolidated Financial Statements
              Nine  months ended September 30, 1996 and 1995
                                (Unaudited)
 
Note 1.   Interim consolidated financial statements.

In the opinion of management, the accompanying consolidated financial 
statements for the nine months ended September 30,  1996 and 1995, reflect 
all adjustments (consisting only of normal recurring adjustments) necessary
to present fairly the financial condition, results of operation, 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 are 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 included in the Company's Annual Report on Form 10-KSB filed with 
the Securities and Exchange Commission for the year ended December 31, 1995.  
Certain reclassifications and adjustments may have been made to the financial
statements for the comparative period of the prior fiscal year to conform 
with 1995 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


General


The discussion below pertains to the financial condition of the Company,
including subsidiary operations, for the three months and nine months ended
September 30, 1996, and 1995.  Unless otherwise noted, references to the
Company include all of its subsidiaries.

Results of Operations

Three Months Ended September 30, 1996 versus Three Months Ended Sept. 30, 1995 
Revenues from the Company s operations for the three months ended 
September 30, 1996 were $2,713,318 compared to $1,169,946 during the same 
period of 1995.  This increase is due mainly to the Companys exploitation 
of its film library and by importing works of art and other items of a cultural
nature, then selling such merchandise in cooperation with Hoffstra 
University, Hempstead, New York and other third parties.

The Cost of sales for the three months ended September 30, 1996 was 
$1,877,449 compared to $398,850 for the three months ended September 30,
1995.  The increase can be attributed to the increased cost of duplication 
costs of the film library as well as a higher cost of sales associated with the
purchase of works of art that were sold by the Company.

General and Administrative expenses increased by $534,651, from $103,798 
during the three months ended September 30, 1995 to $638,449 during the 
comparable period in 1996.  During the third quarter of 1996, the Company 
issued common stock valued at $534,375 in payment for consulting services.  
Otherwise, the general and administrative costs were comparable.

Nine Months Ended September 30, 1996 versus Nine Months Ended September 30,
1995  

Revenues from the Company s operations for the nine months ended September 
30, 1996 were $6,309,113 compared to $2,222,452 during the same period of 
1995.  This increase is due mainly to the Companys exploitation of its film
library, as well as importing works of art and other items of a cultural 
nature, then selling such merchandise in cooperation with Hoffstra 
University, Hempstead, New York and other third parties.

The cost of sales for the nine months ended September 30, 1996 was $3,568,754
compared to $699,515 for the nine months ended September 30, 1995.  The 
increase can be attributed to the increased cost of duplication costs of the
film library as well as a higher cost of sales associated with the purchase of
works of art that were sold by the Company.

General and administrative expenses increased by $677,596, from $215,788 
during the nine months ended September 30, 1995 to $893,384 during the 
comparable period in 1996.  During the third quarter of 1996, the Company 
issued common stock valued at $534,375 in payment for consulting services.
Otherwise, the general and administrative costs remained relatively constant.



Depreciation expense decreased by $107,000 from the first nine months of 
1995 to the first nine months of 1996.

Earning per share was $.19 per share for the nine months ended September 30,
1996 compared to $.15 for the nine months ended September 30, 1995.

Liquidity

The Company s overall working capital position was improved at September 30,
1996 to $4,534,284, compared to working capital of $2,670,719 at December 31,
1995.  This increase in working capital is attributable to an increase in 
accounts receivable, which more than offset the decrease in cash and cash 
equivalents from December 31, 1995 to September 30, 1996.  The Company 
expects that its Import Segment will, during the remainder of 1996 and the 
early part of 1997, begin to generate significant positive cash flow. 
Management also anticipates that the payment term structure of trade accounts
receivable will be sufficient to support the cash flow needs of the Companys
operations as well as support its debt service.


Capital Expenditures
The Company does not expect to acquire any capital assets in the foreseeable
future.  However, the Company has announced that its Board of Directors has
authorized exploratory discussions relating to a business combination 
transaction with Dallas, Texas-based TeleWorld.  These discussions are very 
preliminary in nature and there can be no prediction made with respect to 
the result of such discussions.


Part II - Other Information

     Item 1 - Legal Proceedings

          None

     Item 2 - Changes in Securities

          None

     Item 3 - Defaults Upon Senior Securities

          None

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

          None during the reporting period

     Item 5 - Other Information

          None

     Item 6 - Exhibits and Reports on Form 8-K

          None

                                SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant 
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

DEFINITION, LTD.




November 14, 1996                                             
                                                                    
                                      Gerald Beeson, Executive Vice President
                                      Chief Executive Officer 
                                      And Chief Accounting Officer