<PAGE>
 


                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  FORM 10-QSB
                                        
Quarterly report under Section 13 or 15 (d) of the Securities Exchange Act of
1934

For the Quarterly period from April 1, 1998 to June 30, 1998
                              -------------    -------------

                        Commission file number 0-19997
                                               -------
                                        
                       College Television Network, Inc.
       -----------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)


                 Delaware                                13-3557317
                 --------                              --------------
       (State or Other Jurisdiction of                (I.R.S. Employer
        Incorporation or Organization)               Identification No.)

             5784 Lake Forrest Drive. Suite 275 Atlanta, GA  30328
       -----------------------------------------------------------------
                   (Address of Principal Executive Offices)

                                (404) 256-9630
       -----------------------------------------------------------------
               (Issuer's Telephone Number, Including Area Code)

                                      N/A
       -----------------------------------------------------------------
        (Former Name, Former Address and Former Fiscal Year, if Changed
                              Since Last Report)

  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
    ---      ---

Number of shares of common stock outstanding as of August 13, 1998:  8,015,153

   Transitional Small Business Disclosure Format (check one):  Yes     No X
                                                                  ---    ---
<PAGE>
 
ITEM 1. Financial Statements

                       College Television Network, Inc.
                                 BALANCE SHEET
                                 June 30, 1998
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                    ASSETS
<S>                                                                             <C>
Current assets:
  Cash and cash equivalents...................................................   $  5,997,511
  Accounts receivable, net of allowance of $25,000............................      1,501,019
  Prepaid expenses............................................................        196,086
  Other current assets........................................................        101,949
                                                                                 ------------
    Total current assets......................................................      7,796,565
Property and equipment, net...................................................      3,395,943
Other assets..................................................................        172,351
Intangible assets, net........................................................        359,218
                                                                                 ------------
    Total assets..............................................................   $ 11,724,077
                                                                                 ============

                                  LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable............................................................   $    888,839
  Accrued expenses............................................................        811,010
  Capital lease obligation....................................................        124,030
    Total current liabilities.................................................      1,823,879
                                                                                 ------------
    Accrued severance, net of current portion.................................        491,188
    Total liabilities.........................................................   $  2,315,067
                                                                                 ------------

                             STOCKHOLDERS' EQUITY

Capital stock:
  Preferred stock-$.001 par; authorized 2,000,000 shares, no shares
    issued and outstanding....................................................
  Common stock - $.005 par; authorized 50,000,000 shares;
   issued and outstanding 8,015,153 shares....................................   $     40,076
  Additional paid in capital..................................................     30,241,537
  Accumulated deficit.........................................................    (20,872,603)
                                                                                 ------------
    Total stockholders' equity................................................      9,409,010
                                                                                 ------------

    Total liabilities and stockholders' equity................................   $ 11,724,077
                                                                                 ============
</TABLE>
 
   The accompanying notes are an integral part of the financial statements.
 
<PAGE>
 
                       COLLEGE TELEVISION NETWORK, INC.
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                           Three Months Ended        Six Months Ended
                                                                June 30,                  June 30,
                                                            1998        1997          1998        1997
                                                       --------------------------------------------------
<S>                                                    <C>             <C>         <C>          <C> 
Revenue.............................................     $1,903,990    $521,875    $3,674,968  $1,394,258
                                                       --------------------------------------------------
Expenses
  Operating.........................................        667,364     390,614     1,278,838     569,274
  Selling, general and administrative...............      2,411,426     927,340     5,674,747   1,529,069
  Depreciation and amortization.....................        800,454     198,985     1,007,263     388,722
                                                       --------------------------------------------------
                                                          3,879,244   1,516,939     7,960,848   2,487,065
                                                       --------------------------------------------------
  Other income 
  Interest..........................................        124,711     159,697       270,003     162,429
Net loss............................................    $(1,850,543)  $(835,367)  $(4,015,877)  $(930,378)
                                                       ==================================================

Loss per share  (1997 share information restated
  for one-for-five stock split occurring on
  October 6, 1997)..................................          (0.23)      (0.13)        (0.50)      (0.22)
Weighted average number of common shares
  outstanding.......................................      8,015,153   6,416,752     8,015,153   4,306,862

</TABLE>
 
 
   The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                       COLLEGE TELEVISION NETWORK, INC.
                           STATEMENTS OF CASH FLOWS
                                  (Unaudited)
 
<TABLE>
<CAPTION>

                                                                                              Six Months Ended
                                                                                                   June 30,
                                                                                           1998                1997
                                                                                        -----------        -----------
<S>                                                                                     <C>                <C>
Cash flows from operating activities:
  Net loss............................................................................  $(4,015,877)       $  (930,378)
  Adjustments to reconcile net loss to net cash used in by
   operating activities:
    Depreciation and amortization.....................................................    1,007,263            388,722
    Fixed asset impairment loss.......................................................      122,207                  0
    Changes in operating assets and liabilities, net of acquisition...................     
      (Increase) decrease in accounts receivable......................................     (328,051)           256,035
      (Increase) decrease in prepaid expenses.........................................     (120,525)            27,155
      (Increase) decrease in other assets.............................................     (221,163)             4,619  
      Increase (decrease) in accounts payable.........................................      325,750             (4,509)
      Increase (decrease) in accrued expenses.........................................      458,482            (33,247)
                                                                                          
      Decrease in deferred revenue....................................................     (236,252)               --  
                                                                                           ----------      ----------- 
        Net cash used in operating activities........................................    (3,008,166)         (291,603)             
                                                                                          ----------       ----------- 
                                                         
Cash flows used in investing activities:                                                                                           
                                                                                                                                    
  Purchases of property and equipment.................................................    (2,410,348)         (189,271) 
  Cash acquired through acquisition...................................................       109,209                --   
  Proceeds from issuance of common stock..............................................            --        15,400,672 
                                                                                         -----------        ----------   
        Net cash (used in) provided by investing activities...........................   (2,301,139)        15,211,401 
                                                                                         -----------        ----------   
                                                                                      
Cash flows used in financing activities:
  Payments under capital lease obligation.............................................     (125,664)                --
  Redemption of preferred stock ......................................................       (5,809)                --
                                                                                         -----------       -----------
        Net cash used in financing activities.........................................     (131,473)                --
                                                                                         -----------       -----------

Net (decrease) increase in cash and cash equivalents..................................   (5,440,778)        14,919,798
Cash and cash equivalents, beginning of period........................................   11,438,289            734,353
                                                                                        -----------        -----------
Cash and cash equivalents, end of period..............................................    5,997,511         15,654,151
                                                                                        ===========        ===========
</TABLE>
 
The accompanying notes are an integral part of the financial statements.
<PAGE>
 
                       COLLEGE TELEVISION NETWORK, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

     The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. These financial statements should be read in conjunction
with the Company's financial statements for the fiscal year ended October 31,
1997 included in the Annual Report as filed on Form 10-KSB with the United
States Securities and Exchange Commission.

     In the opinion of management, the accompanying unaudited financial
statements contain all adjustments (consisting of normal recurring accruals)
necessary to present fairly the financial position as of June 30, 1998 and the
results of operations and of cash flows for the six months ended June 30, 1998
and 1997.

     The results of operations for the three and six-month periods ended June
30, 1998 and 1997 are not necessarily indicative of the results of operations
for a full fiscal year of the Company.

NOTE (A) - THE COMPANY
----------------------

     College Television Network, Inc. ("the Company"), is a broadcasting company
which owns and operates the College Television Network ("CTN"), a proprietary
commercial television network operating on college and university campuses,
through single channel television systems placed primarily in campus dining
facilities and student unions.  Substantially all of the Company's revenue is
derived from advertising displayed on CTN.  At June 30, 1998 and 1997, CTN was
installed or contracted for installation at approximately 419 and 238 locations,
respectively, at various colleges and universities throughout the United States.

     The Company's revenue is affected by the pattern of seasonality common to
most school-related businesses.  Historically, the Company has generated a
significant portion of its revenue during the period from September through May
and substantially less revenue during the summer months when colleges and
universities do not hold regular classes.

NOTE  (B) -  CONVERSION OF DELIVERY PLATFORM
--------------------------------------------
     During the second quarter, the Company finalized a plan to convert the 
current delivery platform of CTN from the send and store method to the Direct 
Video Broadcast (DVB) method. The Company believes that the new System is 
similar to the delivery systems used by other networks, such as the CNN Airport 
Network, and will improve the quality of programming, quality of signal and 
reliability of the System.

     As a result of the change in delivery technology, certain of the Company's 
current delivery system components will be rendered obsolete or impaired in 
value. Accordingly, the Company has reported an impairment charge of 
approximately $122,000 during the current period. This charge represents the 
unrecoverable net book value of assets which will not be required to operate the
new system, and as a result of certain modifications in the current delivery 
system, are not currently being used in operations. Certain other system 
components are currently being used in the original send and store delivery 
system but will not be required to operate the delivery system. Accordingly, the
Company has reevaluated the useful lives of these components to more accurately 
match future revenue with operational expenses associated with these depreciable
assets. The change in useful lives of these assets resulted in additional 
depreciation for the quarter of approximately $460,000. These assets will be 
fully depreciated upon the launch of the new delivery platform which is 
scheduled to occur during the third quarter of 1998.


NOTE  (C)  COMMITMENTS AND CONTINGENCIES
----------------------------------------

     The Company executed an Equipment Rental Agreement with Hughes Network
Systems on November 6, 1996.  The agreement called for the installation of 200
systems for receiving satellite transmissions with payments aggregating $328,032
over a three-year period.  The Company terminated the agreement with Hughes in
May, 1998 and, in connection with such termination, will be required to pay
Hughes a termination fee which is still being negotiated.  The Company
terminated the contract with Hughes in order to convert the system to a new
Real-Time, Digital Satellite Distribution System.

     The Company entered into a contract with Crawford Communications Inc.
("Crawford") whereby Crawford commenced the conversion of the Broadcast Delivery
System to Satellite Distribution by installing new satellite dishes and
preparing the systems at various locations for this conversion. The initial
conversion ("Phase I") has been completed by Crawford.

     The Company is currently negotiating with Crawford  for the execution of an
Installation Agreement (Phase II) (the "Phase II Installation Agreement"),
which will provide 
<PAGE>
 
that Crawford complete the retrofit of the Company's existing equipment in all
locations, remove old equipment and install new equipment in order to allow the
equipment to meet the requirements of the new broadcast platform. The Company
has also entered into an Origination Services Contract with Crawford. In
accordance with this contract, Crawford will be responsible for the transmission
via satellite of CTN's ongoing daily programming, including encoding signals,
testing, maintaining CTN's programming library, and obtaining programming from
Turner Private Networks, Inc. ("Turner") pursuant to the Company's programming
agreement with Turner, as well as other programming from other CTN sources.
Pursuant to this agreement, Crawford will also be responsible for the uplink of
the programming to a satellite as well as the downlink or receipt of the signal
from the satellite at each installation site. The Origination Services Contract
has a five-year term.

     On March 21, 1998, the Company entered into a severance agreement with one
of its Senior Executives.  The Agreement provides for payments of approximately
$870,000 over a three year period ending in April 2001.  A provision for this
obligation is included in the Company's statement of operations for the six
months ended June 30, 1998.  As of June 30, 1998, the Company has paid
approximately $95,000 of this obligation.

     On March 27, 1998, the Company signed an agreement with Turner Private
Networks, Inc. to provide news and sports programming on CTN through December
31, 2002.  The total license fee is approximately $2,900,000.  This agreement
supersedes the prior programming agreement entered into on November 5, 1996.

     In connection with the delivery platform conversion, the Company entered
into a Transponder Use Agreement with Public Broadcasting Service ("PBS") on
April 30, 1998. The Company has subleased capacity on a satellite owned and
operated by GE American Communications, Inc. ("GE") and leased to PBS by GE.
This contract terminates on July 31, 2003. The Company has protected status on
this satellite, where in the event of a satellite failure or performance
problem, the Company's programming will preempt transmissions of other users on
this satellite or on another satellite.

     In May 1998, the Company entered into a lease for new space to be occupied
in October 1998 at 32 East 57th Street in the borough of Manhattan in New York,
New York. The lease term is for ten (10) years and the initial annual rental is
$249,900, subject to annual increases based upon certain economic factors. The
landlord is required to pay for certain tenant improvements in accordance with
the lease. The Company currently has two locations in the New York City area,
one for CTN and one for the Link Magazine operations. The Company intends to
consolidate these operations in the new space.


NOTE (D)- SUBSEQUENT EVENTS
---------------------------

     The Company distributed to holders of record as of the close of business on
July 17, 1998 (the "Record Date"), of its common stock, $.005 par value per
share (the "Common Stock"), one non transferable right for each 1.2825 shares of
common stock held on the record date. Each right entitles the holder to
subscribe for and purchase one share of common stock for a price of $1.60 per
share. The rights offering prospectus was dated July 28, 1998. The net proceeds
to the Company after expenses associated with this offering are estimated to be
approximately $10,000,000. The proceeds of this offering will be used by the
Company for general corporate purposes.
<PAGE>
 
Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS
                         OR PLAN OF OPERATIONS

     The following discussion and analysis should be read in conjunction with
the Company's financial statements appearing elsewhere in this report.
Information contained or incorporated by reference in this report contains
"forward looking statements" which can be identified by the use of forward-
looking terminology such as "believes," "expects," "may," "will," "should" or
"anticipates" or the negative thereof or other variations thereon or comparable
terminology, or by discussions of strategy. No assurance can be given that the
future results covered by the forward-looking statements will be achieved.


RESULTS OF OPERATION

     The Company is a broadcasting company which owns and operates the College
Television Network ("CTN"), a proprietary commercial television network
operating on college and university campuses, through single-channel television
systems (collectively, the "Systems" and individually, a "System") placed
primarily in campus dining facilities and student unions.  Substantially all of
the Company's revenue is derived from advertising displayed on CTN.  At June
30, 1998, CTN was installed or contracted for installation at approximately 419
locations at various colleges and universities throughout the United States.
The Company believes CTN currently reaches a viewership of approximately 800,000
daily impressions.

  The Company's revenue is affected by the pattern of seasonality common to
most school-related businesses.  Historically, the Company has generated a
significant portion of its revenue during the period of September through May
and substantially less revenue during the summer months when colleges and
universities do not hold regular classes.

  The following table sets forth certain financial data derived from the
Company's statement of operations for the three and six months ended June 30,
1998 and June 30, 1997:

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                     ------------------
                                        June 30, 1998          June 30, 1997
                                        -------------          -------------
                                                         %of                    %of
                                              $       Revenues       $        Revenues
                                        ----------------------   ---------------------
<S>                                       <C>           <C>       <C>            <C>
Revenues.............................     1,903,990      100%     521,875        100%
Operating expenses...................       667,364       35      390,614         75
Selling, general and administrative..     2,411,426      127      927,340        178
Depreciation and amortization........       800,454       42      198,985         38
Interest income......................       124,711        7      159,697         31
Net loss.............................     1,850,543       97      835,367        160

</TABLE>
<PAGE>
 
<TABLE>
                                                      Six Months Ended
                                                     ------------------
                                        June 30, 1998          June 30, 1997
                                        -------------          -------------
                                                         %of                    %of
                                              $       Revenues       $        Revenues
                                        ----------------------   ---------------------
<S>                                       <C>           <C>       <C>            <C>
Revenue..............................     3,674,968     100%     1,394,258       100%
Operating expenses...................     1,278,838      35        569,274        41
Selling, general and administrative..     5,674,747     154      1,529,069       110
Depreciation and amortization........     1,007,263      27        388,722        28
Interest income......................       270,003       7        162,429        12
Net loss.............................     4,015,877     109        930,378        67
</TABLE>
     Revenue increased to $1,903,990 and $3,674,968 for the three and six month
periods ended June 30, 1998, respectively, versus $521,875 and $1,394,258 for
the comparable periods in the prior year. Increased advertising sales to
existing customers combined with sales to new customers and the addition of Link
Magazine revenue was the primary source of this increase. In addition, the
Company increased its advertising rates charged during the fiscal year ended
October 31, 1997 ("Fiscal 1997"). The Company anticipates continued sales growth
throughout the fiscal year ending December 31, 1998 by continuing to expand its
advertiser base and by increasing the rates charged for its advertising spots to
reflect the anticipated increase in viewership.

     Although the Company has agreements with national advertisers and has held
discussions or had prior agreements with other national advertisers, no
assurance can be given that these or other advertisers will continue to purchase
advertising time from the Company, or that future significant advertising
revenue will ever be generated. A failure to significantly increase advertising
revenue could have a material impact on the operations of the Company.

     Operating expenses increased to $667,364 and $1,278,838 for the three and
sixmonth periods ended June 30, 1998, respectively, as compared to $390,614 and
$569,274 for the comparable periods in the prior year. The increase over the
comparable prior year period is primarily attributable to increased programming
costs for improved programming for CTN. Furthermore, the Company incurred
expenses in 1998 directly related to the commencement of satellite transmission
of the network. In addition, the 1998 operating expenses include amounts
associated with publishing Link Magazine which was purchased on January 1,
1998.

     Selling, general and administrative expenses increased to $2,411,426 and
$5,674,747 for the three and six-month periods ended June 30, 1998, respectively
versus $927,340 and $1,529,069 for the comparable periods in the prior year. A
significant portion of this increase is directly attributable to severance
obligations for a Senior Executive of the Company. (See Note C for additional
information). Other reasons for this increase are attributable to the Company's
efforts to increase market awareness for the network. This is being achieved by
expanding the Company's management team, advertising and affiliate sales forces,
opening additional regional sales offices, and instituting a more aggressive
advertising and marketing campaign for CTN. In addition, the 1998 selling
general, and administrative expenses reflect various costs associated with Link
Magazine.
<PAGE>
 
     Depreciation and amortization expense totaled $800,454 and $1,007,263 for
the three and six month periods ended June 30, 1998, respectively, as compared
to $198,985 and $388,722 for the comparable prior year periods. The increases in
1998 are primarily attributable to the acceleration of depreciation taken on the
current delivery system, coupled with increased depreciation on office
equipment. (See Note B)

     Interest income amounted to $124,711 and $270,003 for the three and six
month periods ended June 30, 1998, respectively, versus $159,697 and $162,429
for the comparable periods in the prior year. The income figures are reflective
of higher interest rates and greater average cash balances directly related to
the April 1997 purchase of a majority of the Company's common stock by U-C
Holdings, L.L.C. The decrease in the current quarter is attributable to the
Company's cash expenditures directly related to the equipment required for the
new direct broadcast satellite delivery system.

     The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998. The
net loss amounted to $1,850,543 and $4,015,877 for the three and six month
periods ended June 30, 1998, respectively, versus $835,367 and $930,378 for
comparable periods in the prior year. Approximately twenty percent of the net
loss for the six-month period is directly attributable to the severance
obligation discussed in Note C. The increase in the 1998 net loss for the three
and six-month period is reflective of the Company's continued efforts to expand
the advertising and affiliate bases. The Company has incurred significant costs
on programming, system installation, maintenance and overhead expenses as the
number of employees has increased. Management of the Company believes this
expansion is necessary in order to grow the advertising and affiliate levels to
a point where the Company will achieve profitability.


FINANCIAL CONDITION AND LIQUIDITY

     At June 30, 1998, the Company had working capital of $5,972,686. At such
date, the Company's cash and cash equivalents totaled $5,997,511.

     Cash used in operations increased to $3,008,166 during the six months ended
June 30, 1998 from $291,603 for the comparable period in the prior year. The
impact of increased sales during the six month period ended June 30, 1998 was
more than offset by additional expenditures related to equipment and personnel
in connection with the Company's effort to expand its network and advertiser
base. A portion of this increase was also attributable to the timing of
collections of accounts receivable and payments of accounts payable.

     Purchases of property and equipment increased to $2,410,348 during the six
months ended June 30, 1998 from $189,271 for the comparable period in the prior
year due to the purchase of additional network systems, equipment associated
with the commencement of the DVB broadcast platform, coupled with the purchase
of furniture and equipment needed for the addition of new regional offices and
additional employees hired during the fiscal year. The Company estimates that
the conversion of 500 Systems will cost approximately $6,000,000, of which
approximately $1,900,000 has been paid. The Company intends to fund the
additional conversion costs through current working capital.

     The Company has incurred substantial losses since commencement of its
operations and anticipates that such losses will continue in Fiscal 1998. In
order to reach the stage where the Company is profitable, it is expected that
additional expenditures will be required to increase the affiliate base and to
market the network properly to attract more advertisers.

     The Company distributed to holders of record as of the close of business on
July 17, 1998 (the "Record Date"), of its common stock, $.005 par value per 
share (the "Common Stock"), one non transferable right for each 1.2825 shares of
common stock held on the record date. Each right entitles the holder to 
subscribe for and purchase one share of common stock for a price of $1.60 per 
share. The rights offering prospectus was dated July 28, 1998. The net proceeds 
to the Company after expenses associated with this offering are estimated to be
approximately $10,000,000. The proceeds of this offering will be used by the 
Company for general corporate purposes.

     Although to this point the Company has not achieved profitability, the
Company believes it has sufficient working capital available to continue
operating as a going concern through the end of Fiscal 1998.
<PAGE>
 
YEAR 2000 COMPLIANCE

     Many currently installed computer systems and software products are coded
to accept only two digit entries in the date code field. Beginning in the year
2000, these date code fields will need to accept four digit entries to
distinguish 21st century dates from 20th century dates. As a result, over the
next two years, computer systems and/or software used by many companies may need
to be upgraded to comply with such "Year 2000" requirements. The Company relies
on computer applications provided by third parties to deliver and track its
programming on CTN as well as to manage and monitor its accounting, advertising
sales and administrative functions. Because the Company is dependent on vendor
compliance, its ability to assure Year 2000 compliance is limited. The Company
has obtained representations from its most significant computer system and
software vendors that the services and products provided are, or will be, Year
2000 compliant, with the exception that it has not obtained any such
representations from Public Broadcasting Service under its Transponder Use
Agreement, dated April 30, 1998 (as described in the preceding Notes to
Financial Statements under Note (C) - Commitments and Contingencies). The
                           ----------------------------------------       
Company has obtained insurance for certain of the costs associated with a
failure of the satellite transmission equipment upon which CTN's programming
delivery is based, including the cost of redirecting satellite dishes, securing
a new satellite transponder, and lost advertising revenue resulting from an
interruption in programming. However, this business interruption insurance
would not cover all costs associated with a satellite failure. Despite the
Company's efforts to address the Year 2000 impact on its business operations and
internal systems, there can be no assurance that such impact will not result in
a material disruption of its business or have a material adverse effect on the
Company's business, financial condition or results of operations.
<PAGE>
 
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.
     (a) On April 24, 1998 the Company held its annual meeting of shareholders.
     At the annual meeting, the shareholders elected the following individuals
to the Board of Directors of the Company:
       (1)  Jason Elkin           For: 7,511,181; Against: 24,520; Abstained: 0
       (2)  Joseph D. Gersh       For: 7,515,081; Against: 20,620; Abstained: 0
       (3)  Peter Kauff           For: 7,516,081; Against: 19,620; Abstained: 0
       (4)  Avy H. Stein          For: 7,516,081; Against: 19,620; Abstained: 0
       (5)  Beth F. Johnston      For: 7,516,081; Against: 19,620; Abstained: 0
       (6)  Stephen Roberts       For: 7,516,081; Against: 19,620; Abstained: 0
       (7)  Hollis W. Rademacher  For: 7,515,081; Against: 20,620; Abstained: 0
       (8)  James Wood            For: 7,516,081; Against: 19,620; Abstained: 0

     The shareholders also selected Price Waterhouse, L.L.P. as the Company's
independent accountants for the current year: For: 7,518,181; Against: 8,560;
Abstained: 8,960

     (b) By Written Consent on May 4, 1998, of U-C Holdings, L.L.C., the
majority stockholder which holds 5,818,181 shares of common stock of the
Company, representing approximately 72.6% of the total shares of common stock
then outstanding, the shareholders approved the following corporate actions: (i)
fixed the number of the members of the Board of Directors of the Company at
eleven; (ii) amended the Company's Outside Directors' 1996 Stock Option Plan and
1996 Stock Incentive Plan; and (iii) amended the Company's Restated Certificate
of Incorporation to decrease the number of authorized shares of common stock of
the Company from 100,000,000 shares to 50,000,000 shares.  The Company mailed a
Schedule 14C Information Statement to beneficial holders of the Company's common
stock on or about May 14, 1998 in connection with such actions.
 
Item 5.    Other Information
                 None.

Item 6.  Exhibits and Reports on Form 8-K
(a)  Exhibits
 
Exhibit 3(i)    Articles of Amendment to Restated Certificate of Incorporation
Exhibit 10.1    Second Amendment to Outside Directors' 1996 Stock Option Plan
Exhibit 10.2    Second Amendment to 1996 Stock Incentive Plan
Exhibit 10.3    Transponder Use Agreement between Registrant and Public
                Broadcasting Service dated April 30, 1998
Exhibit 10.4    Standard Form of Office Lease by and between 32 East 57th 
                Street, LLC and Registrant
Exhibit 27      Financial Data Schedule

(b)  Reports on Form 8-K.
     None.
<PAGE>
 
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.

                                 COLLEGE TELEVISION NETWORK INC.
                                                    Registrant



Date: August 14, 1998            /s/ Jason Elkin
                                 ---------------
                                 Jason Elkin
                                 Chief Executive Officer and
                                 Chairman of the Board
                                 (Principal Executive Officer)


Date: August 14, 1998            /s/ Patrick Doran
                                 -----------------
                                 Patrick Doran
                                 Chief Financial Officer, Secretary and
                                 Treasurer (Principal Accounting
                                  and Financial Officer)