DEFINITION, LTD.                                                
                      QUARTERLY REPORT ON FORM 10-QSB FOR THE
QUARTER  ENDED 9/30/97 - 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
September 30, 1997

        

	 [  ] 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]                                                       
                                                                
                 

















DEFINITION, LTD.

FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1997



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		

	September 30, 1997	December 31, 1996

Current Assets      		

  Cash and Cash Equivalents	$               0 	$      63,151 

   Notes Receivable	0 	73,600 

   Accounts Receivable	         0 	   5,626 

Total Current Assets	0 	142,377 

		

Property and Equipment 		

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

   Computer, Production and Broadcast Equipment                 
        	261,398 	224,582 

   Building and Improvements	   469,153 	   469,153 

   Total	3,716,087 	3,679,271 

   Less Accumulated Depreciation              	(1,948,693)	
(1,519,136)

Property and Equipment, Net	1,767,394 	2,160,135 

		

Total  Assets	$  1,767,394 	$ 2,302,512 

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

                                           LIABILITIES AND
STOCKHOLDERS'	EQUITY	

		

	September 30, 1997	December 31, 1996

Current Liabilities		

   Checks Issued In Excess of Cash	$         6,726 	$           
   0 

   Mortgage Payable, Current Portion                            
   	1,611 	 1,484 

   Accounts Payable, Trade                                      
                         	8,784 	72,500 

   Payroll Tax Liabilities                                      
                               	23,700 	23,700 

Total Current Liabilities                                       
                             	40,821 	97,684 

		

Long-Term Liabilities		

   Mortgage Payable, Noncurrent Portion 	79,056 	80,280 

   Due To Others	         0 	  27,000 

Total Long-Term Liabilities	79,056 	107,280 

		

Total Liabilities	119,877 	204,964 

		

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, 10,498,580 Shares and 5,203,512
Shares       at September 30, 1997 and December 31, 1996  	 
7,774 	  5,204 

   Additional Paid In Capital	11,090,530 	8,711,100 

   Retained Earnings (Deficit)	(9,450,787)	(6,618,756)

Total Stockholders' Equity	1,647,517 	2,097,548 

		

Total Liabilities and Stockholders' Equity	$  1,767,394 	$
2,302,512 









<PAGE>



	

	Three Months Period Ended September 30, 1997	Three Months
Period Ended September 30, 1996	 Nine Months Period Ended
September  30, 1997 	 Nine Months Period Ended September 30, 1996

Revenues	$     136,049 	$  2,713,318 	$     205,798 	$ 
6,309,113 

				

Cost of Revenues	     9,471 	1,877,449 	    9,471 	3,568,754 

				

Gross Profit	126,578 	835,869 	196,327 	2,740,359 

				

Operating Expenses				

   General and Administrative	226,413 	638,449 	591,655 	893,384 

   Depreciation and Amortization	 26,743 	150,568 	429,557 	  
451,706 

Total Operating Expenses	253,156 	789,017 	1,021,212 	1,345,090 

				

Operating Income (Loss)	(126,578)	46,852 	(824,885)	1,395,269 

				

Other Income (Expense)               				

   Write-off, Investment in J.V.	(2,000,000)	0 	(2,000,000)	0 

   Reverse Gain on Sale of Fixed Assets	(931,962)	0 	0 	0 

   Interest Expense	     (3,967)	(2,279)	     (7,146)	(6,225)

Total Other Expense	(2,935,929)	(2,279)	(2,007,146)	(6,225)

				

Income (Loss) Before Income Taxes	(3,062,507)	44,573
	(2,832,031)	1,389,044 

				

Provision (Benefit) For Income Taxes	(73,000)	15,155 	          
   0 	472,275 

				

Net Income (Loss) Available to Common      Stockholders  	 $
(2,989,507)	 $       29,418 	 $ (2,832,031)	 $     916,769 

Income (Loss) Per Weighted Average             Share of Common
Stock	 $         (0.45)	 $           0.01 	 $         (0.42)	 $ 
         0.18 

Weighted Average Number of                        Common Shares
Outstanding	 6,700,179 	 5,081,842 	 6,700,179 	 5,081,842 





<PAGE>



			For the Nine  Months Ended September 30, 1997	For the Nine
Months Ended September 30, 1996

Cash Flows From Operating Activities			 

   Net Income (Loss)	  	$ (2,832,031)	$     916,769 

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

       Depreciation and Amortization		429,557 	451,706 

       Common Stock Issued for Services		382,000 	534,375 

       Write-Off of Assets		2,000,000 	0 

       Bad Debt Expense		46,600 	0 

   Changes in Assets and Liabilities			

       (Increase) Decrease in Accounts Receivable		0 	(4,824,147)

       (Increase) Decrease in Accounts Receivable		0 	271,765 

       (Increase) Decrease in Accounts Receivable		0 	(134,250)

       (Increase) Decrease in Accounts Receivable, Other		5,626
	0 

        Increase (Decrease) in Checks Issued in Excess of       
    Cash		 6,726 	 0 

        Increase (Decrease) in Accounts Payable  		  
(63,716)	2,463,131 

        Increase (Decrease) in Accrued Federal Income           
      Tax		               0 	 471,387 

   Total Adjustments		2,806,793 	(766,033)

Net Cash Provided By (Used In) Operating Activities 	  	(25,238)
	150,736 

            			

Cash Flows From Investing Activities	 		

   Purchase of Property and Equipment                        
		(36,816)	(256,714)

   Investment in Joint Venture		          0 	 (53,331)

Net Cash Flows Used In Investing Activities		(36,816)	(310,045)

			

Cash Flows From Financing Activities			

   Proceeds (Repayments)  From Long Term Debt		(1,097)	(1,006)

Net Cash Provided By (Used In) Financing
Activities		(1,097)	(1,006)

			

		For the Nine Months Ended September 30, 1997	For the Nine
Months Ended September 30, 1997

			

Increase (Decrease) in Cash and Cash Equivalents	        
	(63,151)	(160,315)

			

Cash and Cash Equivalents at Beginning of Period		63,151
	177,450 

			

Cash and Cash Equivalents at End of Period	 	$                0
	$       17,135 

			

			

Supplemental Disclosure of Cash Flow Information:			

Cash paid for:			

   Interest		$         6,432 	$        6,225 

   Income taxes		$                0 	$                0 

			

Supplemental Schedule of Noncash Investing and            
Financing Activities:			

   Issuance of Common Stock for Services		$     382,000 	$    
534,375 

   Exchange of Common Stock for Investment in Joint          
Venture		 $  2,000,000 	 $                0 

			

			









Note 1.  Interim Consolidated Financial Statements.



In the opinion of management, the accompanying consolidated
financial statements for the three and nine months ended
September 30, 1997 and 1996, 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, 1996.  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 September 30, 1997 versus September 30, 1996:

The Company continues to operate its TV Station with revenues
for the three months ended September 30, 1997 (Current Period)
of $136,049, compared to the three months ended September 30,
1996 (Prior Period) of $2,713,318, a decrease of  $2,577,269.
This decrease is due to the Company's end to the exploitation of
its film library and other items of a cultural nature, which it
sold to third parties.  Revenues for the current period consists
of those for the television segment only, which management
anticipates to improve significantly over the next twelve
months. 



Cost of revenues decreased from $1,877,449 in the prior period
to $9,471 during the current period, for a net decrease of
$1,867,978.  The decrease is entirely attributable to the
elimination of duplication costs of the film library as well as
the costs associated with the purchase of art works for resale,
which the Company is not actively doing this period.



The Company's operating expenses decreased from $789,017 for the
prior period compared to $253,156 for the current period, for a
net decrease of $535,861.  The decrease is attributable to a
reduction in operating expenses due to the elimination of the
end to the Company's exploitation of its film library.  The
Company experienced a net income of $29,418 for the prior period
compared to a net loss of the current period of $2,989,507, or
an increase of $3,018,925.  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, 1997 versus September 30, 1996:

The Company continues to operate its TV Station with revenues
for the nine months ended September 30, 1997 (Current Period) of
$205,798 compared to the nine months ended September 30, 1997
(Prior Period) of $6,309,113, a decrease of $6,103,315.  This
decrease is due to the Company's end to the exploitation of its
film library and other items of a cultural nature, which it sold
to third parties.  Revenues for the current period consists of
those for the television segment only, which management
anticipates to improve significantly over the next twelve months.



Cost of revenues decreased from $3,568,754 in the prior period
to $9,471 during the current period, for a net decrease of
$3,559,283.  The decrease is entirely attributable to the
elimination of duplication costs of the film library as well as
the costs associated with the purchase of art works for resale,
which the Company is not actively doing this period.



The Company's operating expenses decreased from $1,345,090 for
the prior period compared to $1,021,212 for the current period,
for a net decrease of $323,878.  Operating expenses of the prior
period relate to 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.  

 

The Company experienced a net income of $916,769 for the prior
period compared to a net loss of the current period of
$2,832,031, or an increase of $3,748,800.  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.



(2) Liquidity



The Company's overall liquidity position has deteriorated over
the quarter.  Working capital is a negative $40,821 at September
30, 1997, compared to a positive of $44,693 at December 31,
1996.   The decrease results from a decrease in sales over the
periods as well as an increase in the need to meet current
operating expenses, which directly impacts cash flows.
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, 1997, the Company
issued shares of its common stock as follows:



1.  Issuance of 300,000 shares of common stock for legal
services rendered, at $.20 per share, or           $60,000.



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.