DEFINITION, LTD.
               QUARTERLY REPORT ON FORM 10-QSB/A FOR THE QUARTER
 ENDED 9/30/97 - PAGE 1U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-QSB/A



	[ 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.)



                      4625 West 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 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.



Incorporated by reference only.  See original Form 10QSB filed.
This form is being filed solely to include financial data
schedules which were previously omitted from original filing.



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.



This form is being filed solely to include financial data
schedules which were previously omitted from original filing.
Change in President and CEO on June 17, 1999.  Change of address
occurred on June 30, 1999.  There have been no other changes to
the original filing.



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:

/s/  Donna Anderson

President and

Chief Executive Officer



Dated:  September 7, 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.