UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB


        (MARK  ONE)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15  (D)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934

For  the  quarterly  period  ended  JUNE  30,  1999  or
                                    ---------------


[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15  (d)  OF
        THE  SECURITIES  EXCHANGE  ACTS  OF  1934

For  the  transition  period  from  ______________  to  ______________

Commission  file  number  000-21659
                          ---------


                       ENTERTAINMENT DIGITAL NETWORK, INC.

        (Exact name of small business issuer as specified in its charter)


Delaware                                                          94-173300
--------------------------------------------------------------------------------
(State  or  other  jurisdiction                                   (IRS  Employer
of  incorporation  or  organization)                              Identification
                                                                      No.)



One  Union  Street,  San  Francisco,  California                  94111
--------------------------------------------------------------------------------
Address  of  principal executive offices                          (Zip Code)


Issuer's  telephone  number,  including  area  code               (415) 274-8800

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or  15(d) of the Securities Exchange Act of 1934 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 outstanding of the issuer's Common Stock as of June 30, 1999:
23,186,298

Transitional  Small  Business  Disclosure Format (Check one):     Yes      No X
                                                                      ---    ---

                                        1
<PAGE>
<TABLE>
<CAPTION>

Part  I.  FINANCIAL  INFORMATION

                          Entertainment Digital Network, Inc.
                              CONSOLIDATED BALANCE SHEETS
                       As of June 30, 1999 and September 30, 1998

                             ASSETS                            06/30/99      09/30/98
                                                             (Unaudited)    (Audited)
                                                             ------------  ------------
CURRENT ASSETS
<S>                                                          <C>           <C>
  Cash                                                       $   380,009   $    88,470
  Accounts receivable, net of allowance
    for doubtful accounts of $8,308 and $8,500 at
    June 30, 1999 and September 30, 1998, respectively           640,962       574,800
  Accounts receivable, escrow                                    100,000             -
  Accounts and interest receivable - related party                14,474        33,008
  Inventories                                                    492,058       122,986
  Prepaid expenses                                                10,640         4,601
  Other current assets                                             7,949           826
                                                             ------------  ------------

    TOTAL CURRENT ASSETS                                     $ 1,646,092   $   824,691
                                                             ------------  ------------

PROPERTY AND EQUIPMENT, NET                                      312,714       380,416
                                                             ------------  ------------

OTHER ASSETS                                                       2,833         6,455
                                                             ------------  ------------

  TOTAL ASSETS                                               $ 1,961,639   $ 1,211,562
                                                             ============  ============


           LIABILITIES AND STOCKHOLDERS'  EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                      $   559,087   $   543,104
  Deferred revenue                                                12,876        33,421
  Line of credit                                                  50,000         8,214
  Notes payable - related party                                  290,500       240,500
  Current portion of capital lease obligations                    14,840        17,147
                                                             ------------  ------------

    TOTAL CURRENT LIABILITIES                                    927,303       842,386
                                                             ------------  ------------

  Capital lease obligations                                        5,476        15,058
                                                             ------------  ------------

  TOTAL LIABILITIES                                              932,779       857,444
                                                             ------------  ------------

STOCKHOLDERS' EQUITY
  Common stock; par value $0.001 per share
    Authorized 50,000,000 shares; 23,186,298 and 16,761,836
      issued and outstanding at June 30, 1999 and
      September 30, 1998, respectively                            22,506        16,761


  Capital paid in excess of par value of common stock          7,405,659     6,755,443
  Subscription receivable                                       (244,973)            -
  Secured note receivable                                       (283,746)     (283,746)
  Accumulated deficit                                         (5,870,586)   (6,134,340)
                                                             ------------  ------------

  TOTAL STOCKHOLDERS' EQUITY                                   1,028,860       354,118
                                                             ------------  ------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 1,961,639   $ 1,211,562
                                                             ============  ============
</TABLE>

                 The accompanying notes are an integral part of these
                          consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
                                   Entertainment Digital Network, Inc.
                                    CONSOLIDATED STATEMENTS OF INCOME
                         For the Three and Nine Months ended June 30, 1999 & 1998

                                                                  Nine Months           Three Months
                                                                 Ended June 30         Ended June 30
                                                                  (Unaudited)           (Unaudited)
                                                            ----------------------  ---------------------
                                                               1999        1998       1999        1998
                                                            ----------  ----------  ---------  ----------
Revenue:
<S>                                                         <C>         <C>         <C>        <C>
  Usage fees                                                1,128,458     957,559    373,219     368,948
  Equipment sales                                             846,311     737,065    313,193     190,313
  Installation and monthly fees                               481,731     458,006    169,737     149,158
  Web design and consulting                                   248,205     855,872          -     300,975
  Webcasting                                                  129,760           -    104,075           -
  Rental fees                                                  65,722      75,954     30,157      15,139
  Other                                                         7,490      16,514          -       7,876
                                                            ----------  ----------  ---------  ----------
                                                            2,907,677   3,100,970    990,381   1,032,409

Cost of sales                                               2,022,979   2,049,393    679,837     682,867
                                                            ----------  ----------  ---------  ----------

  Gross Profit                                                884,698   1,051,577    310,544     349,542

Sales and marketing expenses                                  362,375     494,347    145,040     195,289
General and administrative expenses                           917,599     768,237    304,041     311,394
                                                            ----------  ----------  ---------  ----------
                                                            1,279,974   1,262,584    449,081     506,683
  Loss from operations before other income(expenses)
    and provision for income taxes and extraordinary item    (395,276)   (211,007)  (138,537)   (157,141)
                                                            ----------  ----------  ---------  ----------
Other income:
  Gain on sale of subsidiary                                  663,530           -          -           -
  Gain on sale of investment                                        -     422,225          -           -
  Forgiveness of debt                                               -     200,000          -     100,000
  Interest income(expense)                                     10,304     (55,082)     2,873     (21,621)
  Other income(expense)                                        (7,305)      3,160     (2,960)    (25,693)
                                                            ----------  ----------  ---------  ----------
  Total other income(expense), net                            666,529     570,303        (87)     52,686
                                                            ----------  ----------  ---------  ----------

  Income(loss) before provision for income taxes and
     extraordinary item                                       271,253     359,296   (138,624)   (104,455)
  Income taxes                                                  7,434       2,400      3,434           -
                                                            ----------  ----------  ---------  ----------
  Income(loss) before extraordinary item                      263,819     356,896   (142,058)   (104,455)
                                                            ----------  ----------  ---------  ----------

  Extraordinary item-gain on restructuring of debt (no
     applicable income taxes)                                       -     710,488          -     710,488
                                                            ----------  ----------  ---------  ----------
  Net income(loss)                                            263,819   1,067,384   (142,058)    606,033
                                                            ----------  ----------  ---------  ----------

  Basic income (loss) per share:
  Income (loss) before extraordinary item                        0.01        0.04      (0.01)      (0.01)
  Net income (loss)                                              0.01        0.13      (0.01)       0.06
  Diluted income (loss) per share:
  Income (loss) before extraordinary item                        0.01        0.03      (0.01)      (0.01)
  Net income (loss)                                              0.01        0.08      (0.01)       0.04
                                                            ==========  ==========  =========  ==========
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
                       Entertainment Digital Network, Inc.
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                 for the Nine Months ended June 30, 1999 and 1998


                                                        06/30/99       06/30/98
                                                       (Unaudited)   (Unaudited)
                                                       ------------  ------------
Cash flows from operating activities:
<S>                                                    <C>           <C>
  Net income                                               263,819     1,067,384

  Adjustments to reconcile net income to
     cash used in operating activities:

    Depreciation and amortization                           96,179       146,796
    Sale of property and equipment                               -        (3,160)
    Decrease(increase)provision in  doubtful accounts       12,556        (3,389)
    Noncash compensation expenses                                -        21,244
    Gain from sale of assets - IBS                        (663,530)     (422,225)
    Gain on write-off of note payable                            -      (200,000)
    (Increase)decrease in accounts receivable             (226,321)        6,497
    Decrease in accounts receivable-related party           18,534             -
    Increase in accounts receivable-escrow                (100,000)
    (Increase)decrease in inventory                       (369,072)       76,302
    Inventory write-off                                          -        49,061
    Noncash debt restructure                                     -      (773,026)
    Increase in prepaid expenses                           (63,897)      (58,823)
    (Increase)decrease in other current assets              (7,123)       17,869
    Decrease(increase) in other assets                       3,622        (6,474)
    Decrease in accounts payable
      and accrued expenses                                 (79,019)     (853,811)
    Decrease in deferred revenue                           (34,666)      (75,159)
                                                       ------------  ------------

    Net cash used by operating activities               (1,148,918)   (1,010,914)
                                                       ------------  ------------

Cash flows from investing activities:

  Purchase of property and equipment                      (150,428)      (26,181)
  Proceeds from sale of assets                           1,000,000       588,892
                                                       ------------  ------------

    Net cash provided by investing activities              849,572       562,711
                                                       ------------  ------------

Cash flows from financing activities:

  Proceeds from borrowings                                 550,000      (131,755)
  Repayment on borrowings                                 (308,214)      (83,762)
  Change in line of credit                                       -       (25,755)
  Repayment on settlement of claim in equity               (50,000)            -
  Repayments on capital leases                             (11,889)      (17,914)
  Proceeds from exercise of options/warrants               410,988       739,124
                                                       ------------  ------------

    Net cash provided by financing activities              590,885       479,938
                                                       ------------  ------------


      Net increase in cash                                 291,539        31,735
                                                       ============  ============

Cash at beginning of period                                 88,470         1,176
                                                       ------------  ------------

Cash at end of period                                  $   380,009   $    32,911
                                                       ============  ============
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                        4
<PAGE>
                       ENTERTAINMENT DIGITAL NETWORK, INC
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.     Basis  of  Presentation
       -----------------------
The  interim,  condensed,  consolidated  financial  statements  of Entertainment
Digital  Network,  Inc.  (the  "Company")  included herein have been prepared in
conformity  with  generally  accepted  accounting  principles.  The  principles
applied are consistent in all material respects with those used in the Company's
Transition  Report  on  Form  10-QSB  for  the transition period July 1, 1998 to
September  30,  1998. The interim financial statements are unaudited but reflect
all  normal  adjustments  which  are, in the opinion of management, necessary to
provide  fair,  condensed, consolidated balance sheets, statements of income and
cash  flows  for the interim periods presented. The interim financial statements
should  be  read  in  conjunction with the financial statements in the Company's
Transition  Report  on  Form  10-QSB  for  the transition period July 1, 1998 to
September  30,  1998.

2.     Consolidation
       -------------
     The  consolidated  financial statements include the accounts of the Company
and  its wholly owned subsidiary: Entertainment Digital Network (EDN).  Material
inter-company  transactions  and  balances have been eliminated.  The Company is
51%  owned  by  Visual  Data  Corporation  ("VDC").

3.     Earnings  per  Share
       --------------------
     Basic  earnings  (loss)  per  share are computed using the weighted-average
number  of  shares  of  Common  Stock  outstanding  during the periods.  Diluted
earnings  per  share  are  computed  using the weighted-average number of common
shares  and  common  share  equivalents  outstanding  during  the  periods.  The
computation  of  net  income  (loss)  per  share  was  as  follows:

<TABLE>
<CAPTION>
                                                    Income       Shares    Per Share
                                                   Numerator   Denominator  Amount
                                                 ------------  -----------  ------
<S>                                              <C>           <C>          <C>
Nine months ended June 30, 1999:
Basic
-----
  Income before extraordinary item               $    263,819   18,124,577  $.01
  Extraordinary item                                        -                  -
                                                 ------------  -----------  ----
Net income                                       $    263,819   18,124,577  $.01
                                                 ============  ===========  ====

                                                    Income       Shares    Per Share
                                                   Numerator   Denominator  Amount
                                                 ------------  -----------  ------
Diluted
-------
  Income before extraordinary item               $    263,819   18,124,577  $.01
  Effect of dilutive stock options and warrants             -    4,862,795     -
  Extraordinary item                                        -                  -
                                                 ------------  -----------  ----
Net income                                       $    263,819   22,987,372  $.01
                                                 ============  ===========  ====

                                        5
<PAGE>
                                                    Income       Shares    Per Share
                                                   Numerator   Denominator  Amount
                                                 ------------  -----------  ------
Nine months ended June 30, 1998:
Basic
-----
  Income before extraordinary item               $    356,896    8,511,970  $.04
  Extraordinary item                                  710,488               $.08
                                                 ------------  -----------  ----
Net Income                                       $  1,067,384    8,511,970  $.13
                                                 ============  ===========  ====

                                                    Income       Shares    Per Share
                                                   Numerator   Denominator  Amount
                                                 ------------  -----------  ----
Diluted
-------
  Income before extraordinary item               $    356,896    8,511,970  $.04
  Effect of dilutive stock options and warrants             -    4,237,775     -
                                                 ------------  -----------  ----
     Subtotal                                                  12,749,745
  Extraordinary item                                  710,488               $.06
                                                 ------------  -----------  ----
Net income                                       $  1,067,384   12,749,745  $.08
                                                 ============  ===========  ====
</TABLE>

At  June  30,  1999,  options  and warrants for the purchase of 2,731,286 common
shares  at prices ranging from $1.25 to $2.50 per share were not included in the
computation of diluted earnings per share as the exercise price was greater than
the  average  market  price  of  common  shares.

4.  Secured  Note  Receivable  -  Related  Party
    --------------------------------------------
A  note  receivable  with  face  value  of $283,746, due from VDC is part of the
payment  resulting  from  VDC's  purchase  of  8,563,417 shares of the Company's
Common  Stock.  VDC  has 51% ownership of the Company. The acquired Common Stock
and  a  second  mortgage  secure  the  note.  Principal  payment of $56,749 plus
interest  is  due  annually commencing July 1, 1999 until July 1, 2003; the note
bears  a  fixed  interest  rate  of  7%  per  annum.

As  of  June 30, 1999, the Company recognized interest revenue of $20,461 on the
VDC  note  receivable.

5.  Sale  of  Subsidiary
    --------------------
On December 11, 1998, the Company completed the sale of substantially all of the
assets  of  the  Company's  wholly-owned subsidiary Internet Business Solutions,
Inc. ("IBS"), a California corporation, to Enterprise Communications Consulting,
Inc.,  a  Washington  Corporation  ("Buyer"),  a  wholly-owned  subsidiary  of
Attachmate  Corporation  of  Bellevue, Washington. The transaction was completed
for  a  total  of  $1,000,000,  of  which  $100,000 was deposited into an escrow
account.  The  balance  is  to  be released in full to the Company in increments
upon  the  termination of the statute of limitations governing certain potential
claims  against IBS or the Buyer connected with the disposition of IBS's assets,
or  upon  the  earlier agreement of the Buyer.  Pursuant to the sales agreement,
$50,000  is to be disbursed in June 1999 and the remaining balance of $50,000 to
be  paid in December 1999.  The company received the first payment of $50,000 on
July  8,  1999.


                                        6
<PAGE>
6.  Subscription  Receivable
    ------------------------
A  subscription  receivable  in  the  amount  of  $244,973  was due from VDC for
exercising  2,449,730  warrants of the Company's stock.  The funds were received
on  July  8,  1999.

7.  Notes  Payable
    --------------
On  May  17,  1999,  a  Promissory  Note  ("Note") in the amount of $250,000 was
executed  between  the  Company  and  Eric Jacobs, a member of the Company's and
VDC's  Board  of  Directors.  These  funds  are  used  for purchasing inventory.

Notes  payable-related  party  consist  of  the  following:

<TABLE>
<CAPTION>

                                                                   June 30,    Sept 30,
                                                                     1999       1998
                                                                  ----------  ---------
<S>                                                               <C>         <C>
Note payable to Eric Jacobs, a director of VDC and the
Company, with principal of $250,000 at 12% interest.  The
principal balance and accrued interest is due on August 17,
1999.  Accrued interest payable as of June 30, 1999 is
$1,068.49.                                                        $  250,000  $
 -
Note payable to Eric Jacobs  with original
principal of $200,000 at 12% interest was paid in full with
accrued interest on December 30, 1998.                               _
 200,000

Notes payable to officers, interest at 6% per annum, unsecured.
Accrued interest payable as of June 30, 1999 is $1,215.  The
notes are subordinated to the $250,000 credit line discussed
below.                                                                40,500           40,500
                                                                  ----------  --------
     Total notes payable-related party                            $  290,500  $240,500
                                                                  ==========  ========
</TABLE>


                       ENTERTAINMENT DIGITAL NETWORK, INC
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

RESULTS  OF  OPERATIONS

For  the  three  months  ended  June  30,  1999,  our  revenues  were  $990,381
representing  a  decrease  of  4%  compared  to  revenues  of  $1,032,409 in the
comparable  period  last  year. Revenues for the nine months ended June 30, 1999
decreased  6% to $2,907,677 compared to revenues of $3,100,970 in the comparable
period  last  year. The decrease in gross revenues was primarily due to the sale
of our wholly owned subsidiary IBS, which took place in December 1998 as part of
our  overall  strategy  to  concentrate  on audio/video digital transmission and
webcasting.  Our  former subsidiary IBS contributed an equivalent of $613,000 to
the  total  revenue for the nine months ended  June 30, 1998.  Despite a loss of
revenue  from  IBS,  the  net  decrease  in revenues was only $193,293 due to an
increase  in  the  core revenue of the company of $419,703. This increase can be
attributed to an increase in equipment sales of $109,246, usage of $170,900, and
webcasting  of  $129,760.

                                        7
<PAGE>
Gross  Profit  decreased  to $310,544 or 31% of sales, in the three months ended
June  30,  1999  compared to $349,542, or 34% of sales, in the comparable period
last  year.  For  the  nine months ended June 30, 1999 gross profit decreased to
$884,698  or  30%  of  sales, from $1,051,577, or 34% of sales in the comparable
period  last  year.  The  year  to  date  decrease  in gross profit is primarily
because  of  the  sale  of the IBS assets, which had contributed $471,849 to the
gross  profit  year-to-date  in  the  prior  year as compared to $124,159 in the
current  year.  This reduction is offset by the increase in core revenues in the
current  year  as  discussed  above.

The  decrease in gross profit percentage is primarily due to the change in sales
mix.  The two largest sales components contributing to this change are equipment
sales  and  web  design  and  consulting  which operate at a 24% and a 52% gross
profit percentage, respectively.  Total equipment sales increased by 65% for the
3  months  ended  June 30,  1999 as compared to the corresponding quarter in the
prior  year  and  increased  15%  for  the  nine  months ended  June 30, 1999 as
compared to the  corresponding  period  in the prior year.  The  loss  of  IBS's
web design  and consulting  services,  which had contributed 29% of the revenues
for   the   quarter   ended  June  30,  1998,   also  resulted  in  a  decreased
contribution of 9% for the nine  months  ended  June 30,  1999  as  compared  to
28% when compared to the corresponding  period  in  the  prior  year.

Operating  expenses  (including Sales & Marketing, and General & Administrative)
decreased  to  $449,081  in  the  three  months  ended June 30, 1999 compared to
$506,683  in the comparable period last year. Operating expenses for the quarter
have  increased  compared  to  the  same  period  last year due to our continued
development  of  corporate  infrastructure.  Infrastructure development includes
but  is  not limited to increases in internal and external staffing and support.
These  costs are primarily the result of bringing new product lines, webcast and
ClipMail  Pro,  to  market.  For  the  nine months ended June 30, 1999 operating
expenses  increased  to $1,279,974 from $1,262,584 in the comparable period last
year.  The  company  has  also  experienced  increased  professional  fees  from
accounting,  legal and  consulting services. There were significant expenditures
for  the  current nine months ended such as: costs associated with the IBS sale,
change  in  fiscal  year,  re-incorporation,  S-3  Registration,  the  first
shareholders'  meeting  and  accounting  quarterly  reviews.

The decrease in other income from a gain of $52,686 to an expense of $87 for the
quarter  ended June 30, 1999 compared to the corresponding period last year was
primarily attributable to the write-off of a note payable for $100,000, interest
expense  of  $21,621  and  other  expense of $25,693. For the nine-month periods
ended  June 30, 1999, and June 30, 1998, other income increased to $666,529 from
$570,303.  The  current  year  to  date other income was attributable to the IBS
sale.  The  prior  year  to  date  other  income was due to the restructuring of
accounts  payable  and  the gain from the sale of our investment in Breakthrough
Software.

The  decrease  in interest expense and increase in interest income is due to the
restructuring  of  senior  notes on June 30, 1998 and interest income accrued of
$16,287  on  both  the  notes receivable from VDC and the $100,000 in escrow due
from the sale of IBS. This resulted in lowering interest expense from $21,621 to
interest  income  of  $2,873  for  the  three  months  ended  June  30, 1999 and
decreasing  interest  expense from $55,082 to interest income of $10,304 for the
nine months ended June 30, 1999 versus the comparable periods in the prior year.

                                        8
<PAGE>
For  the three months ended June 30, 1999, we incurred a net loss of $142,058 or
$(.01) basic earnings per share based on a weighted-average of 20,200,059 shares
outstanding,  which  is  in  line  with  our forecast.  This compares with a net
income of $606,033, or $.06 basic earnings per share based on a weighted-average
of  9,625,655  shares  outstanding  in the prior year for the comparable period.
Net  income  for  the nine months ended June 30, 1999 of $263,819, or $.01 basic
earnings per share based on a weighted-average of 18,124,577 shares outstanding,
compares  with  a  net  income  of $1,067,384, or $.13 basic earnings per share,
based  on  a  weighted-average  of  8,511,970  shares  in  the  prior  year.

Our  webcasting service has grown from sales in the second quarter of $25,685 to
$104,075,  a  growth  of  300%. The  strategic  partnership that EDN has with PR
Newswire to do their webcasting has been satisfying to their clients and we look
forward  to  major  growth  in  this  area.  We  are presently in the process of
expanding  our  services  to  other  organizations.

We have received our first production units of ClipMail Pro in April and May and
have  deployed  them as demo units in various advertising, production companies,
corporate  A/V  departments  and  broadcasting  facilities.   One  of  the major
accomplishments  was  sending dailies of  a  syndicated  cable  series, entitled
"Beastmaster: The Legend Continues".  This  series  is  being  shot in Brisbane,
Australia and the dailies are being  sent via  ClipMail  over  the  Internet  to
other  ClipMail  units  in Toronto, Canada and Hollywood,  California.  This  is
the first time that  large  files (two hours of dailies)  are  being  sent  over
the Internet on a daily basis.

We  executed "Private Branding" agreements for wideband, high-speed ISP services
with both Concentric and UUNET during the past quarter.  We have been designated
by  the  developers  and  manufacturers  of  the  ClipMail  Pro as the preferred
national Internet connectivity provider of their product.  In the month of July,
we  have  ordered  a  number  of  wide  band  Internet connections for potential
of  the  ClipMail customers.

FINANCIAL  CONDITION,  LIQUIDITY,  AND  CAPITAL  RESOURCES

At June 30, 1999, we had an accumulated deficit of $5,870,586 and a positive net
working  capital  of  $718,789.  This  compares  to  a June 30, 1998 accumulated
deficit  of  $6,191,090  and  a negative net working  capital  of  $96,354.  Our
working  capital  improved  from  a  negative $17,695 at September 30, 1998 to a
positive $718,789  at  June 30, 1999.  This recent improvement  was in part  due
to the IBS sale  and  also  to  the  exercise  of  warrants  and  options.

We  believe  we  have  sufficient  working  capital  to fund our current plan of
operation.  We  anticipate  increasing  revenues  from  the  introduction of new
services  including:  sales  of the Telestream "ClipMail Pro" high quality video
delivery  system;  video  networking  services  based  on  high  speed bandwidth
connections  via  DSL  and  frame  relay  T1  to  the  ClipMail Pro systems; and
webcasting services. We have available a $250,000 Line of Credit with Union Bank
of  California  and  several  leasing  facilities.



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<PAGE>
READINESS  FOR  YEAR  2000

We  are  aware  of  the  issues associated with the programming code in existing
computer  systems  as  the year 2000 approaches.  The year 2000 issue relates to
whether  computer  systems  will  properly  recognize  and  process  information
relating  to  dates  in  and  after  the year 2000.  These systems could fail or
produce  erroneous  results  if  they cannot adequately process dates beyond the
year  1999  and  are  not  corrected.  Many  people in the software industry are
uncertain  about  the potential consequences that may result from the failure of
software  to  adequately  address  the  year  2000  issue.

We  have  reviewed  the  software  and hardware we use internally in our support
systems to determine whether they are year 2000 compliant. We are confident that
we have already taken or soon will be able to complete the work required to make
our  systems,  products and infrastructure year 2000 ready. Most of our software
has  already  been upgraded by the manufacturer or was recently purchased and is
year  2000  compliant.  There  are  no  technological  issues in the hardware or
software  that we sell or rent to our clients that will be affected by year 2000
issues.

We  do  not  believe  that  the  aggregate  cost for the year 2000 issue will be
material, but we cannot predict the effect of the year 2000 issue on many of the
entities  with  which  we  transact  business.  We  are evaluating the year 2000
readiness  of  our  consultants, vendors and suppliers.  Where we determine that
critical  suppliers  are not year 2000 ready, we will monitor their progress and
take  appropriate actions. In particular, the telephone companies that supply us
with  services  must  be year 2000 ready in order to avoid major billing errors.
Though  we  may  experience  some  temporary  delay in our ability to accurately
rebill  customers,  we do not foresee any permanent liability, should some error
occur  on  the  part  of  these  suppliers.

DISCLOSURE  PURSUANT  TO  THE  PRIVATE  SECURITIES LITIGATION REFORM ACT OF 1995

When  used in this Management's Discussion and Analysis, the words "anticipate,"
"estimate,"   "expect,"  and  similar   expressions  are  intended  to  identify
forward-looking  statements.  These  statements are subject to certain risks and
uncertainties,  including,  but  not limited to, the following: risks associated
with  fundraising and our ability to secure resources necessary to fully develop
business products; risks associated with mergers and acquisitions, the nature of

any  transaction  consummated,  and the ability to successfully operate a merged
entity;   business   conditions   in  the  t elecommunications,   entertainment,
advertising   and  Internet-related   industries,   and   the  general  economy;
competitive factors such as rival networking technology, competing products, and
competitive  pricing;  risks  associated  with  development,  introduction,  and
acceptance  of  new products; our ability to manage rapid growth and attract and
retain  key  employees;  and  other  risk  factors.  Actual  results  may differ
materially  from  management  expectations  as  discussed  here.

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<PAGE>
PART  II  OTHER  INFORMATION

Item  1.  Legal  Proceedings

None

Item  5.  Other  Information

None

Item  6.  Exhibits  and  Reports  on  Form  8-K

          (a)   (27)  Financial  Data  Schedule,  filed  electronically

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<PAGE>
SIGNATURE

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                             Entertainment Digital Network, Inc.



August  16, 1999                             By:  __________________
------------------                                Tom  Kobayashi
                                                  Chairman  and  CEO



                                             By:  __________________
                                                  David  Gustafson
                                                  President



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