DEFINITION, LTD.

                                        QUARTERLY REPORT ON FORM
10-QSB FOR THE QUARTER  ENDED 3/31/98 - 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
March 31, 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 MARCH 31, 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		

	March 31, 1998	December 31, 1997

Current Assets      		

  Cash and Cash Equivalents	$        4,015 	$        1,990 

  Accounts Receivable, Other	2,000 	       0 

Total Current Assets	6,015 	1,990 

		

Property and Equipment 		

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

   Computer, Production and Broadcast Equipment                 
        	270,346 	261,398 

   Building and Improvements	  469,153 	  469,153 

	3,725,035 	3,716,087 

   Less Accumulated Depreciation             
	(2,115,816)	(1,996,179)

Property and Equipment, Net	1,609,219 	1,719,908 

		

		

Total  Assets	$ 1,615,234 	$ 1,721,898 

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

		

                                           LIABILITIES AND
STOCKHOLDERS'	EQUITY	

		

	March 31, 1998	December 31, 1997

Current Liabilities		

   Mortgage Payable, Current Portion                            
   	$        1,655 	$        1,655 

   Accounts Payable, Trade                                      
                         	32,235 	17,500 

   Payroll Tax Liabilities                                      
                               	23,700 	23,700 

Total Current Liabilities                                       
                             	57,590 	42,855 

		

Long-Term Liabilities		

   Mortgage Payable, Noncurrent Portion 	78,480 	78,480 

   Due To Others	46,000 	         0 

Total Long-Term Liabilities	124,480 	78,480 

		

Total Liabilities	182,070 	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, 7,873,512 Shares and 7,773,512
Shares         at March 31, 1998 and December 31, 1997  	  7,794
	  7,774 

   Additional Paid In Capital	11,110,510 	11,090,530 

   Retained Earnings (Deficit)	(9,685,140)	(9,497,741)

Total Stockholders' Equity	1,433,164 	1,600,563 

		

Total Liabilities and Stockholders' Equity	$ 1,615,234 	$
1,721,898 





<PAGE>



		Three Months Period Ended March 31, 1998	Three Months Period 
Ended March 31, 1997    	 Year To Date March 31, 1998 	 Year To
Date March 31, 1997

Revenues	$       27,139 	$       29,602 	$       27,139 	$      
29,602 

				

Cost of Revenues	         0 	            0 	         0 	        
    0 

				

Gross Profit	27,139 	29,602 	27,139 	29,602 

				

Operating Expenses				

   General and Administrative	92,600 	33,049 	92,600 	33,049 

   Consulting and Other Professional         Fees	 0 	 294,934 	
0 	 294,934 

   Depreciation and Amortization	119,634 	201,407 	119,634
	201,407 

Total Operating Expenses	212,234 	529,390 	212,234 	529,390 

				

Operating Loss	(185,095)	(499,788)	(185,095)	(499,788)

				

Other Income (Expense)               				

   Gain on Sale of Assets          	0 	931,962 	0 	931,962 

   Interest Expense	2,304 	           0 	2,304 	           0 

Total Other Income (Expense)	(2,304)	931,962 	(2,304)	931,962 

				

Income (Loss) Before Income Taxes	(187,399)	432,174
	(187,399)	432,174 

				

Provision for Income Taxes	            0 	152,000 	            0
	152,000 

				

Net Income (Loss) Available to Common Stockholders          	 $ 
 (187,399)	 $     280,174 	 $   (187,399)	 $     280,174 

				

Income (Loss) Per Weighted           Average Share of  Common
Stock	 $         (0.02)	 $           0.05 	 $         (0.02)	 $ 
         0.05 

Weighted Average Number of              Common Shares
Outstanding	 7,775,179 	 5,540,179 	 7,775,179 	 5,540,179 





<PAGE>



			For the Year to Date March 31, 1998	For the Year to Date
March 31, 1997

Cash Flows From Operating Activities			

   Net Income (Loss)	  	$    (187,399)	$     280,174 

   Adjustments to Reconcile Net Income (Loss) to Net         
Cash Provided by (Used in) Operating Activities			

       Depreciation and Amortization		119,637 	201,407 

       Common Stock Issued for Services		0 	256,000 

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

   Changes in Assets and Liabilities			

       (Increase) Decrease in Accounts Receivable          		0
	(1,443)

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

        Increase (Decrease) in Accounts Payable, Trade  
		14,735 	(1,332,476)

        Increase (Decrease) In Accrued Federal Income           
    Taxes		           0 	    152,000 

   Total Adjustments		132,372 	(1,656,474)

Net Cash Provided by (Used In) Operating Activities 	 
	(55,027)	(1,376,300)

            			

Cash Flows From Investing Activities	 		

   Purchase of Property and Equipment                        
		(8,948)	0 

   Proceeds From the Sale of Assets		         0 	1,350,000 

Net Cash Flows Provided By (Used In) Investing              
Activities		 (8,948)	 1,350,000 

			

Cash Flows From Financing Activities			

   Proceeds (Repayments)  From Long Term Debt		0 	(702)

   Proceeds From the Issuance of Common Stock		20,000 	0 

   Advances From Others		46,000 	        0 

Net Cash Provided by (Used in) Financing Activities		66,000 	 
(702)

			

			

		For the Year to Date March 31, 1998	For the Year to Date March
31, 1997

			

Increase (Decrease) in Cash and Cash Equivalents	         	2,025
	(27,002)

			

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

			

Cash and Cash Equivalents at End of Period	 	$         4,015 	$ 
     36,149 

			

			

Supplemental Disclosure of Cash Flow Information:			

Cash paid for:			

   Interest		$         2,303 	$         6,614 

   Income taxes		$                0 	$                0 

			

Supplemental Schedule of Noncash Investing and           
Financing Activities:			

   Issuance of Common Stock for Services		$                0 	$ 
   256,000 

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

			

			





<PAGE>









Note 1.  Interim Consolidated Financial Statements.



In the opinion of management, the accompanying consolidated
financial statements for the three months period ended March 31,
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



The Company continues to operate its TV Station with revenues
for the three months ended March 31, 1998 (Current Period) of
$27,139, compared to the three months ended March 31, 1997
(Prior Period) of $29,602, a decrease $2,463.  There was no
significant increase or decrease or any unusual items effecting
revenues during either of these time periods.



The Company's General and Administrative costs increased from
$33,049 for the prior period compared to $92,600 for the current
period, for a net increase of $59,551, or 180%.  The increase
was due principally to an increase in salaries of $46,500, due
to the addition of approximately seven employees.  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 decreased from $294,934 in the prior period to $0 in the
current period, as a result of the Company's end to an attempt
to inquire into the possible acquisition or merger with other
similar businesses in 1997.  Depreciation expense decreased from
$201,407 in the prior period to $119,634 in the current period,
for a net decrease of $81,773, or 41%.  The Company experienced
a net loss of $187,399 for the current period compared to net
income of the prior period of $432,174.  A majority of the
Company's net income for the prior period is attributable to a
gain realized (approximately $932,000) on the sale of one-half
of the Company's Internet Video Streaming capacity in
cancellation of trade accounts payable to one trade creditor in
the amount of $1,350,000.  As a result, the Company accrued
income taxes of $152,000 in the prior period to cover the gain
on the sale.  



(2) Liquidity



The Company's liquidity position continues to be poor.  Working
capital continues to be negative.  At March 31, 1998, the
Company had a negative working capital of $51,575, as compared
to $40,865 at December 31, 1997.   The decrease is related to
the increase in accounts payable for the current period.
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 March 31, 1998, the Company issued
shares of its common stock as follows:



1.  20,000 shares for cash at $1.00 per share, or $20,000.



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:  During the three months ended March 31,
1998, the Company filed, on or about March 17, 1998, a Current
Report on Form 8-K relating to its change in Registrant's
Certifying Accountant.                        



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.