QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                                UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-QSB/AII




      [X]  Quarterly Report Pursuant to Section 13 or 15(d) of
           the Securities Exchange Act of 1934
           For the period ending September 30, 1999

          or

      [ ]  Transition Report Pursuant to Section 13 or 15(d) of
           the Securities Exchange Act of 1934

                    Commission file number 0-18612

             I.R.S. Employer Identification Number 84-1062555

                 TV COMMUNICATIONS NETWORK, INC. ("TVCN")

                    (a Colorado Corporation)
                  10020 E. Girard Avenue, #300
                    Denver, Colorado  80231
                   Telephone:  (303) 751-2900



     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
and Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such report(s),
and (2) has been subject to such filing requirements for the past 90
days.
Yes  [X]    No  [ ]

      Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:   50,835,954
shares of TVCN's Common Stock ($.0005 par value) were outstanding
as of September 30, 1999.

<PAGE>










                 TV COMMUNICATIONS NETWORK, INC. AND
                              SUBSIDIARIES

                                INDEX




                                                                   PAGE


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Consolidated Balance Sheet as of September 30, 1999
          (unaudited) . . . . . . . . . . . . . . . . . . . . . . . . 4


          Consolidated Statement of Operations for the Three
          and Six ending September 30, 1999 (unaudited) . . . . . . . 6


          Statements of Cash Flow for the Six
          months ending September 30, 1999(unaudited) . . . . . . . . 7


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations . . . . . . . . . . . . 9


PART II.  OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . 14



SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15


<PAGE>















                      PART I.     FINANCIAL INFORMATION


                       ITEM 1.     Financial Statements


<PAGE>

                   TV COMMUNICATIONS NETWORK, INC. AND
                              SUBSIDIARIES
                         Consolidated Balance Sheet
                             September 30, 1999


<TABLE>
<CAPTION>

                                        Unaudited            Audited
                                    September 30,1999      Mar. 31,1999
                                    ________________       _____________
<S>                                      <C>                   <C>
Current Assets:

     Cash                             $   266,496           $   462,157
     Investments                          165,105                27,200
     Accounts Receivable                    6,376                28,850
     Inventory                            165,261               165,261
     Current Portion of Notes               1,300                 1,300
     Current Portion of Def. Tax          121,838               121,838
     Other Current Assets                  18,076                80,787
                                     ______________        _____________
     Total Current Assets             $   744,452           $   887,393


Property and Equipment-Net            $ 2,448,999           $ 3,252,830
                                     ______________        _____________

Other Assets:
     Notes Receivable                 $ 2,343,878           $ 2,343,500
     License Agreements - Net           1,331,804             1,396,945
     Deferred income taxes              1,875,442             1,875,443
     Other assets                         106,632               109,632
     Reclamation bonds disc. operations    42,182                42,182
                                     ______________        _____________
     Sub-total Other Assets           $ 8,148,937           $ 5,767,702

Total Assets                          $ 8,893,389           $ 9,907,925
                                     ==============        =============
</TABLE>
<PAGE>


LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                        Unaudited             Audited
                                       Sept. 30,1999       Mar. 31, 1998
                                      _____________        _____________
<S>                                      <C>                   <C>
Current Liabilities:
     Account Payables                  $   327,044          $   469,800
     Accounts Payable- discont. Operations       0               23,899
     Accrued Expenses                      273,295              692,861
     Current portion of Long-Term Debt     208,746              367,928
     Current maturities of Long Term Discon 37,500               37,500
     Current Deferred Gain                       0                    0
     Taxes Payable
     Subscribers Deposits                   24,316               24,379
                                        _____________       ____________

    Total Current Liabilities          $   870,901          $ 1,616,367

Long-term Liabilities:
     Long-term Debt                    $ 1,652,247          $ 1,798,121
     Long-term Deferred Gain             2,343,500            2,343,500
     Advances from Stockholder           1,173,309            1,100,334
                                        _____________       ____________

Total Long-Term Liabilities            $ 5,169,055          $ 5,241,955

Total Liabilities                      $ 6,039,956          $ 6,858,322

Stockholders' Equity
     Class A preferred stock, $1 par
      value; none issued or outstanding      -0-                  -0-
     Class B preferred stock, $1 par
      value; 28,813 shares issued and
      outstanding                           28,813               28,813
     Class C preferred stock, $1 par
      value; no shares outstanding           -0-                  -0-
     Class D preferred stock, $1 par
      value; shares outstanding              -0-                  -0-
     Common Stock, $.0005 par value;
      100,000,000 shares authorized;
      51,195,914 outstanding                25,201               25,418
      Additional Paid in Capital         7,468,938            7,468,721
      Accumulated (Deficit)             <4,669,519>          <4,473,349>
                                         ____________        ___________
      Total Stockholders' Equity       $ 2,853,433          $ 3,049,603
                                         ____________        ___________

Total Liabilities and
 Stockholder's Equity                  $ 8,893,389          $ 9,907,925
                                         ============        ===========

</TABLE>
<PAGE>


           TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                  Consolidated Statement of Operations
     Three Months Ending September 30, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>


                                 Unaudited               Unaudited
                              3 Months Ending         3 Months Ending
                               Sept. 30, 1999          Sept. 30, 1998
                              ________________         ______________
<S>                               <C>                      <C>
Revenue-Operations            $   61,610               $  290,924
Revenue-Sold Cable
     Operations               $    -0-                 $  362,396
Interest Income               $    2,282               $
     Total Revenue            $   63,892               $  653,320
                                ============            ============

Operating Expenses: Profit
     Salaries and Wages       $  86,794                $  235,409
     Programming Fees             6,964                    11,604
     Cost of Goods Sold           -0-                      24,424
     Mine Development             -0-                      22,316
     General and
      Administrative            263,336                   514,115
     Depreciation and
      Amortization               76,956                   151,601
     Interest                 $   1,200                $   68,761
                               ___________             ___________

     Total Expenses           $ 435,250                $1,028,230
                               ___________             ___________

Operating Income(loss)        $ <371,358>               $<328,431>
Estimated Income Tax               -0-                    111,666
                               ___________             ___________

Income After Income Tax         <371,358>                <216,765>
Gain On Sale of Assets             -0-                      -0-
                               ___________             ___________
Income (loss) before            <371,358>                <216,765>
income tax

Gain from discontinued
 operation                    $ <17,120>               $    -0-
                               ___________             ___________

Net Loss                       <354,238>               $ <216,765>


Weighted Average Common
 Shares Outstanding 50,835,954

Loss Per Share                      <.01>                   <.01>
                               ===========             ============

</TABLE>



<PAGE>
<TABLE>

<CAPTION>

         TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
          Condensed Consolidated Statement of Operations
         Six Months Ending September 30, 1999 (Unaudited)

<S>                                  <C>                     <C>
                                     Unaudited               Unaudited
                                 6 Months Ending         6 Months Ending
                                 Sept. 30, 1999           Sept. 30, 1998
                                 ______________           ______________

Revenue - Operations               $   226,360               $   591,454
 Interest Income                        58,420                     -0-
Revenue - Sold Cable                     -0-                     717,686
     Operations
     Revenue - Sold Station              -0-                       -0-
     Total Revenue                 $   284,780               $ 1,309,140
                                  ==============          ==============

Operating Expenses: Profit

     Salaries and Wages            $  194,176                $   503,637
     Programming Fees                  16,635                     24,021
     Cost of Goods Sold                 -0-                       69,099
     Mine Development                   -0-                       48,420
     General and Administrative       595,734                    940,702
     Depreciation and Amortization    218,977                    305,564
     Interest                          60,879                    125,136
                                  ______________           _____________
     Total Expenses                 1,086,402                  2,016,579

Operating Income (Loss)           $  <801,622>              $  <707,439>
Estimated Income Taxes            $     -0-                 $   108,546
                                  ______________           _____________

Income After Income Tax           $  <801,622>              $  <598,893>
Gain on Sale of Assets            $   244,290               $     -0-
                                  ______________           _____________

Income Loss Before Income Taxes   $  <557,332>              $  <707,439>

Gain from discontinued operation       <7,978>              $     -0-
                                  ______________           _____________

Net Loss                          $  <565,310>              $  <598,893>


Weighted Average Common Shares
 Ourtstanding 50,835,954
Net Income Per Weighted
 Common Share$                    $     <.01>               $     <.01>
                                  ==============           =============
</TABLE>
<PAGE>




          TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
           Condensed Consolidated Statement of Cash Flows
      Six Months Ending September 30, 1999 and 1998 (Unaudited)

<TABLE>
<CAPTION>
<S>                             <C>                   <C>
                                 Unaudited             Unaudited
                           6 Months Ending       6 Months Ending
                            Sept. 30, 1999        Sept. 30, 1998
                           ________________      _______________

Cash Flow From Operating
 Activities                $   <565,310>
Net Income (loss)                                  $  <598,893>
Adjustment to reconcile net
 income (loss) to net cash
 used in operating  activities:
     Depreciation and
      Amortization              248,491                153,963
Change in certain assets
 and liabilities:
     Common Stock                 -0-
     Gain on Sale of Real
      Estate                   <244,290>
     Accounts Receivable         22,474                <18,911>
     Taxes Payable                -0-                  <21,850>
     Inventory                    -0-                  <38,101>
     Prepaid Expenses             -0-
     Accounts Payable          <166,655>              <119,825>
     Accrued Expenses          <419,566>                34,490
     Subscriber Deposits            <61>                   140
     Deferred Gain                -0-                 <657,992>
     Deferred Taxes               -0-                  191,036
     Other Assets                <3,000>
                           ______________          _____________

Cash flows used in
 operating Activities     $  <1,127,917>           $<1,075,673>
                           ______________          _____________

Cash Flows From Investing Activities:
     Net Investing
      Activity            $     302,463             $
     Proceeds From Sale
      of Real Estate            578,584
     Property & Equipment
      Purchases                 346,457
     Investments                                         <3,121>
     Property & Equipment                               <35,432>
     Notes Receivable              <378>                736,513
     Other                      <62,711>                <38,600>
                           ______________          _____________

Cash Flows provided by investing
 activities:              $   1,164,415             $   659,280
                           ______________          _____________

Cash Flows From Financing Activities:
     Payments of Stockholder
      Advances            $      72,975             $
     Long-term Debt            <305,057>                <11,381>
     License Agreements             <77>                 79,136
                           ______________          _____________

     Cash flows used in financing
      Activities          $    <232,159>            $   118,965
                           ______________          _____________
     Net Increase (decrease)
      in Cash                  <195,661>               <153,074>
      Cash - Beginning
       of Year            $     462,157             $   852,367
                           ______________          _____________
     Cash - End of Period $     266,496             $   699,283
                           ==============          =============

</TABLE>
<PAGE>




        TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES


                   Notes to Financial Statements
              September 30, 1999 and 1998 (Unaudited)

Summary of Significant Accounting Policies

     The summary of TVCN's significant accounting
policies are incorporated by reference from TV Communications
Network, Inc., Annual Report on Form 10-KSB/A for Fiscal Year
ending March 31, 1999.

     The accompanying unaudited consolidated financial
statements include the accounts of TV Communications Network,
Inc., and its wholly-owned subsidiaries.  All material and
inter-company accounts and transactions have been eliminated in
consolidation.

Interim Unaudited Financial Statements

     Information with respect to September 30, 1999, and
September 30, 1998, and the periods then ended have not been
audited by TVCN's independent auditors, but, in the
opinion of management, reflect all adjustments (which include
only normal recurring adjustments) necessary for the fair
presentation of the operations of TVCN.  The results of
operations for the three and six months ending September 30,
1999, and September 30, 1998, are not necessarily indicative of
the results of the entire fiscal year.

     The preparation of the interim report is based on the same
accounting standards, and the statements are in conformity with
Generally Accepted Accounting Principles (GAAP).  Management
believes there are no material misstatements.

Earnings Per Share

     Net income per common share is based on the weighted
average number of 50,835,954, and 41,188,454 common shares
outstanding for 1999 and 1998 respectively.

Income Tax

     From its inception on July 7, 1987, TVCN incurred
operating losses through March 31, 1993, which included certain
accrued expenses that are not deductible for tax purposes until
paid, and has net operating loss carry forwards available to
offset future year taxable income.  TVCN has the
following net operating loss carry forwards:

                                Net Operating            Year of
                              Loss Carry forward
Expiration
Year ended March 31, 1999         $5,300,000               2014


ITEM 2.     Management's Discussion and Analysis of Financial
            Conditions and Results of Operations

  Wireless Cable TV ("WCTV") Operations

     Our main business activities since inception in
1987 has been obtaining TV channel leases, and the acquisition
and the development and sale of Wireless Cable TV (WCTV)
licenses and stations.  The development of Wireless Cable TV
stations to their full growth potential requires substantial
capital resources which have not been adequately available to us.
As a result we have been able to only partially develop
certain of the stations, while holding other stations
and/or licenses without development, and selling such stations
and/or licenses to potential buyers at a profit.

     Currently, TVCN is operating a WCTV station in Salina, KS,
and San Luis Obispo, CA.  Additionally, we are leasing the WCTV
stations in Mobile, AL and Woodward, OK to non-affiliated
entities.  These stations have a limited number of TV channels and
subscribers.  The revenues generated from these stations are very
limited and are not sufficient to cover our expenses.  Neither
the revenues nor the number of TV channels of the operating Wireless
Cable TV stations are expected to increase materially any time soon.
We also have a small (four-TV channels) wireless station in Hays, KS,
which is not producing any revenues.  In cooperation with our
affiliate, Multichannel Distribution of America ("MDA"), Inc.,
TVCN has constructed four-channel WCTV stations in Myrtle Beach,
SC, and Scottsbluff, NE.  MDA is owned and controlled by TVCN's
president.  For more detailed information, see Wireless Cable TV
("WCTV") Operations in TVCN's amended 10-KSB/A for the period
ended March 31, 1999.

     TVCN is involved in a three-way transaction with our
affiliate, Multichannel Distribution of America ("MDA"), and
Heartland Communications of Plano, TX (now known as NUCENTIX
Broadband).  Under the transaction, we acquired a four-TV channel
station in Quincy, IL from MDA for the issuance of 8,507,460
restricted shares of our common stock to MDA, and subsequently assigned
and transferred the station and its license to Heartland.  In exchange
for the assignment and transfer, among other things, we acquired from
Heartland the right to obtain additional TV licenses in Salina, KS.
The transaction went on public notice by the Federal Communications
Commission ("FCC") on May 26, 1999, and is pending FCC's approval (see
the section "Quincy, Illinois and Salina, Kansas" in the amended 10-
KSB/A for the period ended March 31, 1999).

     In 1996, the FCC divided the country into Basic Trading
Areas ("BTAs"), and conducted an auction to sell certain rights
under the Wireless Cable frequency spectrum in which winners
were given the right to obtain the licenses for all parts of the
vacant commercial WCTV spectrum within the Basic Trading Areas.
Our company participated in the FCC auction and won the right to
12 BTAs throughout the USA (see "The FCC Spectrum Auction" in TVCN
amended 10-KSB/A for the period ended March 31, 1999).

     The construction, development and operation of Wireless
Cable TV stations requires substantial financial
resources.  We have not yet finalized our plans with respect to the
development of stations in these BTAs.  The development is
dependent on our ability to obtain substantial capital
resources.  There is no assurance that we will obtain
sufficient financing to develop such stations.  In the meantime,
we will attempt to sell our rights and interest in the BTAs
and its existing Wireless Cable stations.  There can be no assurance
of success.

     Historically, Wireless Cable stations have been limited to
a one-way Transmission; broadcasting cable TV programming over the air
to potential subscribers.  However, in October, 1998, the FCC changed
its rules so that it allowed the use of the channels for
two-way communications.  Using the concept of "cellular phone" or
"cellular communications", the frequencies can now be used
for two way communications connecting customers directly with
long-distance telephone networks, circumventing local telephone
lines.

     As a result, long-distance telecommunications companies such
as Sprint and MCI Worldcom began to acquire WCTV companies.

     Based upon the foregoing, we believe that this might be an
opportune time to sell our Wireless Cable TV stations, licenses and
rights and interest in the BTAs.  TVCN has approximately 1.1 million
households in its markets.  We have contacted Sprint, MCI
and others about the possibility of selling Wireless Cable assets.
It is impossible to predict as to the outcome of such an effort.

  Reema International Corp.

     Reema International Corp. (Reema) is a wholly-owned
subsidiary of TVCN.  It was  incorporated in 1993 to explore
for and develop business opportunities in the oil and gas
industry.  Specifically, Reema is in the business of developing
projects designed to convert natural gas into transportation
fuels.  This process is better known as Gas-To-Liquid ("GTL").
For more information, see TVCN's 1999 Annual Report, as amended,
on Form 10-KSB/A for the period ended March 31, 1999.

     Through Reema, TVCN signed an agreement with the government
of Trinidad and Tobago, Latin America, for the purpose of
constructing and operating a Gas-To-Liquids plant in Trinidad.  The
proposed
plant is expected to convert about 100 million cubic feet per day
of natural gas into approximately 10,000 barrels per day of
diesel, jet fuel, naphtha and other specialty products.  The
capital cost of the plant is estimated at $300 million.  We are
discussing with various financial institutions obtaining the
necessary financing for the plant.  We are also discussing with
different entities the possibility of entering into a partnership
agreement for the purpose of financing and implementing the
proposed Gas-To-Liquids plant.  While the discussions are ongoing, it is
too premature to predict the outcome of such discussions.  Although we
intend to focus our future activities on the gas project, there is no
assurance that we will succeed in obtaining the necessary financing or
entering into any partnership agreement with any entity.

  Internet Business Opportunities

     On February 16, 1996 TVCN incorporated its wholly-owned
subsidiary, Planet Internet Corp. as an Internet Service
Provider.  Planet Internet provided internet service to
subscribers.  By March 31, 1999, Planet had 836 subscribers, and
was running a negative cash flow of about $40,000 per month.  On
May 18, 1999, TVCN signed an agreement to sell certain assets with
the purchaser "BeWell Net Corp." of Parker, CO assuming certain
Liabilities of Planet Internet Corp.  The net sale price was $1,508,640
payable in common stock of BeWell Net.  Accordingly, we received
301,728 shares of the common stock of BeWell Net valued at $137,170
which reflects the carrying value of the net assets of Planet
Internet while deferring the gain of $466,286 until realized.
TVCN has allocated but has not transferred yet 80,000 shares to
various employees as performance bonuses.  The 301,728 shares of
BeWell Net represents 3.85% of the total issued and outstanding
shares of BeWell Net's common stock.  BeWell Net is a private company
and has no public trading market for its stock.  TVCNcontinued to
assume certain debt responsibilities of Planet in the amount of
$53,515.  The sale was completed in August, 1999, and accounted for
as an investment in BeWell Net stock.

InterOmni Services - The InterOmni Wallet

     TVCN has incorporated a wholly-owned subsidiary, InterOmni
Services, Inc, in order to develop the InterOmni Wallet, a
digital profile that tracks and records information about
individuals.  We attempted to sell InterOmni, but the
sale did not go through.  We have ceased any further
development in InterOmni.

  Revenues

     The total revenues for the three and six months periods
ending September 30, 1999 were $63,892 and $284,780
respectively, as compared to $653,832 and $1,309,140 for the
same periods ending September 30, 1998.  The decrease was due to
the sale of Planet Internet.

  Operating Expenses

     Total operating expenses for the three and six months
periods ending September 30, 1999, are $435,250 and $1,086,402,
respectively as compared to $1,028,230 and 2,016,579 during the same
periods ending September 30, 1998.  The three-month change in expenses
of $592,980 is summarized as follows:

     Decrease in Salaries and Wages                 $  <148,615>

     Decrease in Programming Fees                        <4,640>
     Decrease in Cost of Goods Sold                     <24,424>
     Decrease in Mine Development                       <22,316>
     Decrease in General & Administrative Expense      <250,779>
     Decrease in Depreciation and Amortization          <74,645>
     Decrease in Interest Expense                       <67,561>

     Net decrease in total expenses                  $ <592,980>

     All decreases were the result of reduction and streamlining
of operations, and the sale of Planet Internet.

  Net Gain

     The net gain <loss> after income tax estimate for the three
and six month periods ending September 30, 1999 were $<371.358>
and $<801.622>, compared to a loss of $<328,431> and $<589,893>
during the six months ended September 30, 1998.  The loss increase
was due to the sale of Planet Internet.  Again, operating costs
were lower due to such sale.

  Income Taxes

     Estimated income taxes are calculated at 35% for federal
obligations.

  Liquidity and Capital Resources

     TVCN initially financed its growth through private loans
and private sale of stock.  TVCN will finance its future growth
primarily from the sale of assets.

     To date, we have not engaged in any debt financing,
with the exception of the BTA's funded through the FCC.   The debt
that resulted from the purchase of the internet equipment has been
transferred to and assumed by the buyer of Planet Internet.  The
Company has relied on private individuals or group investments.  The
Company's cash flow for the six months ended September 30, 1999, and
September 30, 1998, are summarized as follows:
                             Sept 30, 1999         Sept 30, 1998
                                Unaudited             Unaudited

     Cash Flow From Operating
       Activities              $ <1,127,917>       $ <1,075,943>
     Cash Flow From Investing
       Activities              $  1,164,415        $    659,280
     Cash Flow From Financing
       Activities              $  <232,159>        $    118,965
     Cash - Beginning of
      Period                   $   462,157         $    852,367

     Cash - End of Period      $   266,496         $    699,283

     The sales of the Denver, Colorado, Washington, D.C., and
Detroit, Michigan systems for approximately $17.5 million with a
resulting gain of $15.5 million, the sale of the Rome, Georgia
station for $2.0 million, and the sale of other assets are expected to
adequately continue covering our current liabilities while
allowing us to develop other wireless cable TV markets
in the United States and explore other business opportunities
domestically and internationally.

     Currently, we have $1,652,247 in long term debt
which is primarily for the purchase of the TVCN corporate
headquarters building in Denver, Colorado, for the Basic Trade
Area rights purchased during the FCC BTA Auction, and for
Equipment Purchases.  TVCN has signed agreements to sell
its office building in Denver, Colorado, and to sell its
warehouse facility in Detroit, Michigan.  For more information,
see TVCN's Annual Report on Form 10-KSB/A for the period
ended March 31, 1999.

     Our current assets and liabilities are $744,452
and $870,901, respectively.  TVCN's cash position is
such that management anticipates no difficulty in its ability to
meet its current obligations.  We currently have $90,780
investments in government securities.

  Accounts Receivable and Payable

     In connection with the sale of the Detroit system, all
payments and notes underlying the sale have been paid to TVCN
except one note receivable in the amount of $2.4 million which
is due by December 30, 2000.  Thus the decrease in notes
receivable as of September 30, 1999 is due to the receipt of note
payments.

  Advance from Stockholders

     The President of TVCN continued to advance loans to
TVCN, as of September 30, 1999, these loans totaled
$1,071,600.

  Subscriber Deposits

     The purchasers of the Denver and Detroit stations limited
the subscriber deposits assumed by purchasers to $50,000 and
$114,000, respectively.  We are responsible for subscriber
deposits above these amounts.

     On February 14, 1995, Mr. Omar Duwaik was granted a cash
bonus of $100,000 by the Board of Directors.  Because of cash
flow constraints, the bonus has not been paid.

 PART II.     OTHER INFORMATION
     ITEM 1.      Legal Proceedings

     Except as noted under the heading Frederick Case
Settlement, and Mining and Energy International, as detailed
in TVCN's Annual Report on Form 10-KSB/A for the period
ended March 31, 1999, TVCN knows of no material litigation
pending, threatened or contemplated, or unsatisfied judgment
against it, or any proceedings in which TVCN is a party.
we know of no material legal actions pending or
threatened or judgments entered against any officers or directors
of the Company in their capacity as such in connection with any
matter involving the Company or the business.

   ITEM 2.     Changes in Securities

     There were no changes in Securities during the second
quarter ending September 30, 1999.

   ITEM 3.     Default Upon Senior Securities

     None.

   ITEM 4.     Submission of Matters to a Vote of Security
                Holders

     No matters were submitted to a vote of Shareholders during the
quarter
ended September 30, 1999.

   ITEM 5.     None.
<PAGE>

Exhibits (previously filed with the Commission and incorporated by
this reference)

3.1 Copy of Certificate of Incorporation of the corporation
(incorporated by reference to the Exhibits filed with the
Registration Statement dated September 28, 1987.  File No.
33-16113-D), which was amended on March 23, 1989, and on
December 17, 1994.  The amended copies were filed with the
Commission on or about the dates of the amendments.

3.2 Copy of By Laws of the corporation (incorporated by
reference to the Exhibits filed with the Registration
Statement dated September 28, 1987, file No. 33-16113-D).

10. Material Contracts (filed with the 10-KSB/A for 3-31-1999
period)
10.1 Memorandum of Understanding (page 1)
10.2 Acquisition Agreement (page 13)

21. Subsidiaries of the Registrant (found on Page 22 of the
Exhibits that were filed with the 10-KSB/A for 3/31/99
period)

27. Financial Data schedules were also filed with the 10-KSB/A
on 9/9/1999 for the period ended 3/31/1999.

                       SIGNATURES

         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.

              TV COMMUNICATIONS NETWORK, INC. ("TVCN")



/ss/KENNETH D. ROZNOY                /ss/OMAR A. DUWAIK
Kenneth D. Roznoy, Vice President    Omar A. Duwaik, President


Date:  November 15, 1999