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


      [X]  Quarterly Report Pursuant to Section 13 or 15(d) of
           the Securities Exchange Act of 1934
           For the period ending December 31, 1998

          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.

                    (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:   
51,195,914 shares of the Company's Common Stock ($.0005 par value) 
were outstanding as of December 31, 1998.

<PAGE>










                 TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES

                                   INDEX




                                                                 PAGE


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Consolidated Balance Sheet as of December 31, 1998
          (unaudited) . . . . . . . . . . . . . . . . . . . . .   4


          Consolidated Statement of Operations for the Three and
          Nine months ending December 31, 1998 (unaudited). . .   6


          Statements of Cash Flow for the Nine
          months ending December 31, 1998(unaudited) . . . . .    8


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


PART II.  OTHER INFORMATION. . . . . . . . . . . . . . . . . .   13



SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . .  14


<PAGE>













                          PART I.     FINANCIAL INFORMATION


                           ITEM 1.     Financial Statements


<PAGE>

                 TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheet
                             December 31, 1998


<TABLE>
<CAPTION>

                                              Unaudited            Audited
                                            Dec. 31,1998        Mar. 31,1998
                                            _____________        ____________
<S>                                        <C>                 <C>
Current Assets:

     Cash                                  $    691,893         $   852,362
     Investments                                 91,883              87,659
     Accounts Receivable                         52,888              39,498
     Inventory                                  145,129             107,028
     Current Portion of Notes                     1,300             737,813
     Current Portion of Def. Tax                151,188             151,188
     Other Current Assets                             0              96,071
     Total Current Assets                   $ 1,134,281         $ 2,071,619
                                           ____________         ____________

Property and Equipment-Net                  $ 3,397,113         $ 3,579,109
                                           ____________         ____________

Other Assets:
     Notes Receivable                       $ 2,343,500          $ 2,343,500
     License Agreements - Net                 1,861,017            1,598,800
     Other Assets                             1,467,143            1,419,439
                                           ____________         ____________


     Total Other Assets                     $ 5,671,660          $ 5,361,739
                                           ____________         ____________

Total Assets                                $10,203,054          $11,012,467
                                           ============         ============


</TABLE>
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                           Unaudited                Audited
                                         Dec. 31,1998           Mar. 31, 1998
                                         _____________            ____________
<S>                                    <C>                      <C>
Current Liabilities:
     Account Payable                       $  313,487             $  322,865
     Accrued Expenses                         726,825                630,250
     Current portion of Long-Term Debt        170,439                235,195
     Current Deferred Gain                       -0-                 657,992
     Taxes Payable                               -0-                  21,850
     Subscribers Deposits                      24,830                 24,630
                                          ___________            ___________

     Total Current Liabilities            $ 1,235,581            $ 1,892,782

     Long-term Liabilities:
     Long-term Debt                       $ 2,075,047            $ 1,938,483
     Long-term Deferred Gain                2,343,500              2,343,500
     Advances from Stockholder                886,250                904,304
                                          ___________            ___________

Total Long-Term Liabilities               $ 5,304,797            $ 7,079,069

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                 20,197
      Additional Paid in Capital            7,777,259              7,281,889
      Accumulated (Deficit)                <4,168,597>            <3,397,501>
                                         ____________            ___________
      Total Stockholders's Equity         $ 3,662,676            $ 3,933,398
                                         ____________            ___________

Total Liabilities and Stockholder's 
 Equity                                   $10,203,054            $11,012,467
                                         ============           ============

</TABLE>
<PAGE>


                   TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                       Consolidated Statement of Operations
                  Three Months Ending December 31, 1998 (Unaudited)
<TABLE>
<CAPTION>


                                          Unaudited               Unaudited   
                                       3 Months Ending         3 Months Ending
                                        Dec. 31, 1998          Dec. 31, 1997
                                       ________________         ______________
<S>                                 <C>                      <C>
Revenue - Operations                   $  238,230                 $  397,158 
Revenue - Sold Cable
     Operations                                0                     451,392 
     Revenue Lawsuit Settlement           300,000                          0
Total Revenue                             538,230                    848,550 
                                       ===========               ===========

Operating Expenses: Profit
     Salaries and Wages                $  251,550                $   297,587 
     Programming Fees                      <5,039>                    21,528 
     Cost of Goods Sold                    11,143                     40,944 
     Mine Development                      16,714                    150,941 
     General and Administrative           298,684                    297,967 
     Depreciation and Amortization        161,632                    156,925 
     Interest                          $   64,460                $    92,437 
                                      ____________                 ___________
     Total Expenses                    $  799,144                $ 1,058,329 

Income Before Income Taxes             $ <260,914>               $  <209,779>
                                      ____________                ___________

Estimated Income Taxes                 $ < 88,711>               $   <72,793> 
                                       ____________               ___________

Income After Income Tax                  <172,203>                  <136,986> 
                                       ____________               ___________

Net Income Per Common Share            $    <.004>               $     <.004> 
                                       ____________               ___________

</TABLE>
<PAGE>











<TABLE>
<CAPTION>
                     TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                          Consolidated Statement of Operations
                     Nine Months Ending December 31, 1998 (Unaudited)

<S>                                    <C>                  <C>
                                           Unaudited               Unaudited
                                       9 Months Ending          9 Months Ending
                                        Dec. 31, 1998           Dec. 31, 1997
                                        ________________         _______________

Revenue - Operations                      $  829,685               $   975,971
Revenue - Sold Cable                         717,686                 1,004,525
     Operations                                
     Revenue - Sold Station                    -0-                   2,000,000
     Revenue Lawsuit Settlement		   300,000                         0
     Total Revenue                        $1,847,371               $ 3,980,496
                                         ============               ============

Operating Expenses: Profit

     Salaries and Wages                   $  755,187               $   902,001
     Programming Fees                         18,982                    67,873
     Cost of Goods Sold                       80,242                    86,460
     Mine Development                         65,133                 1,143,194
     General and Administrative            1,239,389                 1,027,084
     Depreciation and Amortization           467,196                   389,108
     Interest                                189,595                   217,123
                                          ___________                __________

     Total Expenses                       $2,815,724                 $3,832,843
                                          ___________                __________

Income Before Income Taxes                $ <968,353>               $   147,652
                                          ___________                __________

Estimated Income Taxes                    $ <197,257>               $    51,575
                                          ___________                 __________

Income After Income Tax                   $ <771,096>               $    96,077
                                          ___________                __________

Net Income Per Weighted Common Share      $     <.01>               $      .002 
                                          ===========                 ==========











</TABLE>
<PAGE>

                     TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                      Condensed Consolidated Statement of Cash Flows
                     Nine Months Ending December 31, 1998 (Unaudited)

<TABLE>
<CAPTION>
<S>                                 <C>                     <C>
                                          Unaudited               Unaudited
                                       9 Months Ending         9 Months Ending 
                                       Dec. 31, 1998           Dec. 31, 1997
                                       ______________           ______________

Cash Flow From Operating Activities
Net Income (loss)                         $  <771,096>            $    96,077
Adjustment to reconcile net income
 (loss) to net cash used in operating
 activities
     Depreciation and Amortization            467,197                 389,107
Change in certain assets and liabilities  
     Common Stock                             500,373                       0     
     Accounts Receivable                      <13,390>                <43,600> 
     Taxes Payable                            <21,850>                144,511
     Inventory                                <38,101>                    -0-
     Prepaid Expenses                               0                 <52,383>
     Accounts Payable                          <9,378>               <122,873>
     Accrued Expenses                          96,575                <108,879>
     Subscriber Deposits                          200                    <390>
     Deferred Gain                           <657,992>               <469,486>
     Deferred Taxes                           105,440                       0
                                          ___________                 _________

Cash flows used in operating Activities   $  <342,022>              $<167,915>
                                          ___________               __________
Cash Flows From Investing Activities:  
     Investments                          $    <4,224>              $1,504,172
     Property & Equipment                     <99,824>                <647,891>
     Notes Receivable                         736,513                1,382,523
     Other                                    <57,078>                  <9,292>
                                           __________                __________ 
Cash Flows provided by investing
 activities:                              $  575,387               $ 2,229,512
                                          ___________               ___________

Cash Flows From Financing Activities:
     Payments of Stockholder Advances     $  <18,053>               $ <145,993>
     Long-term Debt                           71,808                   587,975 
     License Agreements                     <447,594>                 <547,838>
                                            _________               __________ 

     Cash flows used in financing 
      Activities                           $<393,839>               $ <105,856> 
                                            _________                 _________ 
     Net Increase (decrease) In Cash        <160,464>                1,955,741 
      Cash - Beginning of Year             $ 852,367                $  490,985
                                           __________                __________
      Cash - End of Period                 $ 691,893                $2,446,726 
                                          ===========               ===========
</TABLE>
<PAGE>



                     TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                           Notes to Financial Statements
                       December 31, 1998 and 1997 (Unaudited)

Summary of Significant Accounting Policies

     The summary of the Company's significant accounting policies 
are incorporated by reference from TV Communications Network, Inc., 
Annual Report on Form 10-KSB dated June 29, 1998 for Fiscal Year 
ending March 31, 1998.

     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 December 31, 1998, and December
31, 1997, and the periods then ended have not been audited by the 
Company'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 the Company.  The results of operations for the three and nine 
months ending December 31, 1998, and December 31, 1997, 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 42,300,394, and 41,188,454 common shares outstanding for 
1998 and 1997, respectively.

Income Tax

     From its inception on July 7, 1987, the Company 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.  The following summarizes these losses 
and their expiration after the utilization of $1.3 million of the 
net operating loss carry forward in the year ended March 31, 1995.

                                Net Operating            Year of
                              Loss Carry forward        Expiration
Year ended March 31, 1993         $2,950,000               2009


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

Wireless Cable Operations

     Salina, Kansas. TVCN is currently operating the Salina station  
which broadcasts on 19 channels to a base of 520 subscribers and 
has two employees.  Zenith scrambling equipment was introduced 
into the Salina head-end equipment in November and December, 1996, 
each subscriber's household received a new descrambler (set-top 
converter), and the Company added ESPN, Showtime and Flix to its 
programming package.

     Mobile, Alabama.  The Company's Mobile, Alabama license is 
operated by Mobile Wireless TV.  For the use of this license the 
Company received a  cash payment of $100,000, and a promissory note 
in the amount of $100,000. The note was paid on May 22, 1997.  In 
addition, the Company receives a transmission fee which is the 
greater of $2,000 per month; $0.50 per subscriber per month; or two 
percent of the gross monthly revenues of the station.

     Woodward, Oklahoma.  The Company's Woodward, Oklahoma license 
is the fifth license acquired by the Company from MDA, Inc., an 
affiliated company.  The other four licenses are those of Salina 
and Hays, Kansas; San Luis Obispo, California; and Mobile Alabama. 
The Company temporarily leased the station to a non-affiliated 
entity at the rate of $500 per month for a period of one year, 
ending March 31, 1999.

     San Luis Obispo, California.  The Company repossessed the San 
Luis Obispo, California WCTV station from Wireless Telecommunica-
tions, Inc. (WTCI) in 1996 and has been operating it since that 
time.  As part of a settlement with WTCI, WTCI conveyed all of its 
assets in the San Luis Obispo station to the Company, and the 
Company agreed to purchase the San Luis Obispo Basic Trading Area 
(BTA) from WTCI.  The purchase price for the BTA was $452,168.  
Of this amount $90,000 was paid in cash, and $362,168 was paid in 
the form of the Company's assumption of an obligation in that 
amount payable to the FCC over 10 years, with interest only 
payments for the first two years and principal and interest 
payments for the final eight years.  The FCC approved the transfer 
of the BTA on May 23, 1997, and the Company is in the process of 
applying for six additional channels in San Luis Obispo.  In 
addition, the Company purchased the rights to all three of the H 
channels for a total of $20,000 and has received FCC approval of the 
transfer of these channels.  Currently, the Company is broadcasting 
on seven channels to 20 subscribers in the San Luis Obispo area.

     Other Stations.  The Company also owns a WCTV station in Hays, Kansas.  In 
cooperation with its affiliate, Multichannel Distribution of American, Inc. 
(MDA) the Company has constructed four channel WCTV stations in Myrtle Beach, 
South Carolina; Quincy, Illinois; and Scottsbluff, Nebraska.  None of these 
stations has been leased.



     In addition, in an effort to expand its concentration of WCTV 
stations in the West Virginia and Pennsylvania areas, the Company 
has received the licenses from the FCC for five channels in the 
Scranton/Wilkes-Barre/Hazelton BTA.

Sale of WCTV Stations

  Detroit, Michigan

     In 1994 the Company sold its WCTV station in Detroit, Michigan 
to Eastern Cable Networks of Michigan, Inc. (ECNM), a subsidiary 
of ECNC.  The consideration received by TVCN was $11,000,000.00 
payable as follows:  (1) a deposit of $250,000; (2) $2.25 million 
cash at closing;  (3) $500,000 90 days after closing; (4) up to 
$2.0 million payable as a function of ECNM's ability to 
successfully expand its services; (5) $500,000 nine months after 
closing; and (6) a $5.5 million promissory note secured by a lien 
upon the entire station.

     On August 30, 1995, ECNM sold the Detroit station to a subsidiary 
of People's Choice TV (PCTV).  In September 1995 the 
Company filed a lawsuit in the District of Columbia Superior Court 
seeking damages and to set aside the transaction on the grounds 
that it violated the agreement pursuant to which TVCN sold the 
Detroit station to ECNM in 1994.  On January 12, 1996 the parties 
settled the lawsuit effective December 31, 1995.  Pursuant to the 
settlement, the Company released ECNC from all liability and 
consented to PCTV's assumption of the note secured by the Detroit 
station (the Original Detroit Note).  In return, ECNC and PCTV 
paid the Company $614,120 in cash; PCTV assumed the Original 
Detroit Note; and one of PCTV's wholly-owned subsidiaries executed 
a second note (the Additional Detroit Note) in favor of the 
Company in the amount of $2.15 million.  As of December 31, 1998 
the total outstanding deferred purchase price of the Detroit 
station was paid in full. 

Mining Business

  Mining and Energy International Corp./Liberty Hill Mine - 

     On September 2, 1997 the company's subsidiary, Mining and Energy 
International Corp. ("MEICO") entered into two agreements with 
"Big Trees' Trust" and "Naylor 1996 Charitable Remainder Trust under 
date of December 30, 1996," of Applegate, California (collectively, 
"Big Trees Trust") concerning the Liberty Hill Mine in Nevada County, 
California.  Under the first agreement MEICO agreed to lease ten 
unpatented mining claims, consisting of about 200 acres of the 
Liberty Hill Mine, for thirty years.  Under the second agreement,
MEICO acquired an option to lease 109 other unpatented mining claims, 
consisting of approximately 1,750 acres of the Liberty Hill Mine, for 
a nominal option price.  Big Trees Trust is controlled by Ray Naylor, 
who for many years was an officer of the Company's Century 21 mining 
subsidiary.




     Under the terms of the lease agreement, MEICO agreed to lease the 
subject mining property for thirty years, with an option to terminate 
the lease without penalty.  MEICO agreed to pay the out-of-pocket costs 
of operating the mine.  In addition to these out-of-pocket expenses 
MEICO agreed to pay Big Trees Trust a nonrefundable advance against 
royalties of $40,000 per month (or 15% of the ores mined and sold, 
whichever is greater).  As of September 30, 1998 MEICO had expended a 
total of $2,130,400 in out-of-pocket expenses to bring the mine into 
operation.  In addition, to these expenses, MEICO has paid Big Trees 
Trust a total of $955,000 in advance royalties.  Capital expenditures 
on the mine amounted to $433,399.  Thus, total expenditures of all kinds 
through September 30, 1998 were $3,518,799.  An additional $33,800 was 
spent on Century 21 mining equipment used at the Liberty Hill Mine.

     Development of the Liberty Hill Project began in the winter of 1996.  
MEICO contracted with Ray Naylor to be the operator of the mine and 
to develop the project.  Beginning in the summer of 1996, Ray Naylor 
assured MEICO that the mine was on the verge of production.  However, 
for one reason or another, including inclement weather, inadequate 
water purification equipment, unanticipated clay content of the ore, 
etc., Mr. Naylor never actually brought the mine into operation.  
Therefore, in the fall of 1997 MEICO began to suspect that Mr. 
Naylor was unable or unwilling to bring the mine into production.  
On March 5, 1998 TVCN and MEICO sued, inter alia, Big Trees Trust 
and Ray Naylor in a dispute over the lease and operation of the 
Liberty Hill Mine.  In its complaint MEICO alleges that it was 
fraudulently induced to enter into the mining lease and that Ray 
Naylor breached his contract to operate the mine on MEICO's behalf 
in a good and miner-like fashion.  MEICO and TVCN claim damages in 
excess of $3.5 million.  While no answer has been filed in the case, 
Mr. Naylor has informed MEICO that he believes it is in default under 
the lease and has served a notice of termination of the lease on the 
Company.  In September 1998 the parties agreed to all material terms
of a settlement of the dispute. However, Mr. Naylor subsequently 
repudiated the settleemnt. The Company has Notified Mr. Naylor that 
it intends to take whatever steps are necessary to enforce the 
Settlement Agreement.

  Century 21/Mountain House Mine

     The Company acquired a controlling interest in Century 21 
Mining, Inc. in December 1989.  Century 21's principal asset is the 
Mountain House Mine.  The mine is not yet in operation.  The status 
of this mine has not changed since the last fiscal year.  For more 
information, see the Company's previous annual reports, which are 
incorporated herein by reference.

  Reema International Corp.

     Reema International Corp. (Reema) is a wholly-owned 
subsidiary of TVCN, Incorporated 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 (Gas Conversion Project). 
For more information, see the company's previous annual reports, 
which are incorporated herein by reference.




  Internet Business Opportunities

     On February 16, 1996 the Company incorporated its wholly-owned 
subsidiary, Planet Internet Corp. as an Internet Service Provider 
(ISP).  Planet Internet provides internet service to subscribers.  
During the first year of testing and operation, Planet Internet 
concentrated its efforts on local individual accounts. Recently, 
Planet Internet has begun concentrating on commercial accounts and 
expanding its services nationwide.

     Individual dial-up subscribers are charged an average of 
$19.95 per month per subscriber with a certain discount for a paid-
up yearly subscription.  Planet Internet offers a wide range of 
services to commercial accounts for as little as $50.00  per month 
for dial-up subscribers to as high as $350.00 per month per 
subscriber for accounts with high speed digital modems and other 
internet services. As of December 31, 1998, Planet Internet had 
approximately 800 subscribers.

     As of September 30, 1998, Planet Internet has purchased 
internet equipment worth $548,728, and has spent $466,485 for the 
development of its internet services.

InterOmni Services - The InterOmni Wallet 

     TVCN has incorporated a new, wholly-owned subsidiary, InterOmni Services, 
Inc, (IOSI), in order to develop the InterOmni ("IO") Wallet, a digital profile 
that tracks and records information about an individual. The IO Wallet will 
develop a consumer profile based on the individual's demographics, purchasing 
behavior, and interests and hobbies. Data from the IO Wallet can then be sold  
to advertisers, marketers, and merchants.

     The IO Wallet will work by allowing individuals to sell specific data to 
merchants at the point of transaction (i.e. visiting a web site or making an 
online purchase). IOSI will also act as a traditional list broker. For example, 
an advertiser can send advertisement to IOSI clients. This could be a direct 
marketing piece, an email, or even a broadcast TV commercial if and when 
broadcast and cable TV are integrated with the Internet. IOSO will generate a 
commission based upon the value of the data.

   According to "The Economist," total advertising spending in the US exceeded 
$250 billion in 1997. It was reported that in 1998, $163 billion was spent on 
direct marketing which is expected to increase by 7% a year versus 5.5% growth 
for total advertising spending. Internet advertising for the first nine months 
of 1998 was $1.3 billion and is expected to increase to $15 billion by 2003 
according to Forrester Research (a 54% compounded annual growth rate).

    The IO Wallet is under development. A beta version of the product if 
successful may become available by the end of 1999. Therefore, Management does 
not expect any revenues from the InterOmni Wallet anytime soon. There is 
no assurance with any degree of certainty that the development of the IO Wallet 
will be successful. More information about the InterOmni Wallet can be found at 
http://www.InterOmni.com  

  



Middle East Investment Authorization

     At a special meeting of the Company's board of directors held 
on December 13, 1995, Omar Duwaik was authorized to explore 
investment opportunities in the Middle East.  Mr. Duwaik was 
authorized to enter into such agreements as were necessary and to 
invest in a holding company on behalf of the Company if he deemed 
such an investment to be in the best interests of the Company.  To 
date Mr. Duwaik has explored numerous investment opportunities.  
However, none have met the criteria he has established for making 
such an investment.  Therefore, although Mr. Duwaik was authorized 
to commit up to $3 million, no funds have been expended to date 
pursuant to the board's authorization.  Pursuant to its general 
policy of seeking shareholder approval of major investments, the 
Company will seek shareholder approval of any investment made 
pursuant to this authority.

  
Qatari WCTV Station



     In 1992 the Company received a contract from Qatari Government 

Telecommunications Corporation (Q-Tel) to build a WCTV station in 
Doha, Qatar and train operations personnel.  The Company built the 
station in 1993, and a provisional acceptance certificate for the 
station was issued on August 14, 1993.  Through May 1996 TVCN 
personnel assisted in the management and operation of the station 
and trained Qatari personnel.  TVCN has guaranteed the supply of 
all compatible equipment and spare parts that may be needed for the 
maintenance, and refurbishment of the equipment, and the 
continuation of the WCTV operation without interruption over a 
period of 10 years.  The Qatari Wireless cable system was awarded 
Cable Operator of the Year honors at the CABSAT '95 (cable and 
satellite exhibition).

  Property, Plant and Equipment

     The Company retains ownership of substantially all system 
equipment necessary to provide its services to subscribers.  Such 
system equipment includes all reception and transmission equipment 
located at the tower (i.e., the head-end equipment), reception 
equipment located at each subscriber location (i.e., subscriber 
equipment) and related computers, diagnostic equipment and service 
vehicles and facilities.  The Salina, Kansas system equipment is 
valued at $542,499.  The Company's WCTV facilities are, in the 
opinion of management, suitable and adequate by industry standards.

     The Company owns its executive offices in Denver, Colorado.  
The Company also owns a warehouse in Detroit, which is leased to 
PCTV at the rate of $4,000 per month until March 1999, and vacant 
land in Arapahoe and Jefferson Counties in Colorado, which is being 
held for future development.  Physical assets of the Company, 
except for the mortgage on corporate headquarters, are not held 
subject to any major encumbrance.



  Total Revenues 

     The total revenue for the three and nine months periods ending 
December 31, 1998, was $538,230 and $1,847,371 respectively, as 
compared to $848,550 and $3,980,496 for the same periods ending 

December 31, 1997.  The previous increase was due to the sale of the Rome, 
Georgia station in 1997.

  Operating Expenses

     Total operating expenses for the three and nine months periods 
ending December 31, 1998, are $799,144 and $2,815,724 as compared 
to $1,058,329 and $3,832,843 during the same period ending 
December 31, 1997.  The change in expenses of $1,017,119 is summarized 
as follows:

     Decrease in Salaries and Wages                 $  <146,814>
     Decrease in Programming Fees                       <48,891>
     Decrease in Cost of Goods Sold                      <6,218>
     Decrease in Mine Development                    <1,078,061>
     Increase in General & Administrative Expense       212,305
     Increase in Depreciation and Amortization           78,088
     Decrease in Interest Expense                       <27,528>

     NET INCREASE IN TOTAL EXPENSES                 $<1,017,119>


     The decrease in salaries is a result of streamlining staff
requirements.  The increase in cost of Goods Sold, General and 
Administrative Expenses is due to the increased efforts to increase 
Operating Revenues.  The decrease in Mine Development expenses is 
due to the suspension of activity in developing the Liberty Hill Mine.

  

Net Gain

     The net gain <loss> after income tax estimate for the three  
and nine month periods ending December 31, 1998 was $<172,203> and 
$<771,096>, compared to a change of $<136,986> and $96,077 during 
the three and nine months ending December 31, 1997.   The decreased income
during the first nine months ended December 31, 1998, is due to the
lack of selling any stations in 1998, as compared to the sale of the station
in Rome, Georgia in June 1997.  Operating costs were lower due to the suspension
of mine development.

  Income Taxes

     See Page 8 Income Tax note.     
Estimated income taxes are calculated at 35% for federal 
obligations.

  
Liquidity and Capital Resources


     The Company initially financed its growth through loans and 
the sale of stock. The Company will finance its future growth primarily from 
the sale of TV Stations, TV licenses and/or other assets. 



     To date, the Company has not engaged in any debt financing, 
with the exception of the BTA's funded through the FCC, and the 
purchase of the internet equipment.  Instead, it has relied on 
individual or group investments. The Company's cash flow for the 
nine months ended December 31, 1998, and December 31, 1997, are 
summarized as follows:




                                   Dec. 31, 1998         Dec. 31, 1997
                                      Unaudited             Unaudited 

     Cash Flow From Operating 
       Activities                   $ <342,022>            $ <167,915>
     Cash Flow From Investing 
       Activities                   $  575,387             $2,229,512
     Cash Flow From Financing 
       Activities                   $ <393,839>            $ <105,856>
     Cash - Beginning of Period     $  852,367             $  490,985

     Cash - End of Period           $  691,893             $2,446,726

     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 and the sale of the Rome, Georgia 
station are expected to adequately continue covering the Company's 
current liabilities along with allowing the Company develop other 
wireless cable TV markets in the United States and explore other 
business opportunities domestically and internationally.

     
Currently, the Company has $2,245,486 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.

     The Company's current assets and liabilities are $1,134,281 
and $1,235,581, respectively.  The Company's cash position is such 
that management anticipates no difficulty in its ability to meet 
its current obligations.  The company currently has $91,883 
investments in government securities.  

     The President, a shareholder, and a Director, have advanced 
loans to the Company totaling $886,250.  

  Accounts Receivable and Payable

     The decrease in notes receivable as of December 31, 1998, 
is due to the receipt of note payments. 

  Advance from Stockholders

     During the period from March 31, 1998 to December 31, 1998, 
the Company repaid advances from stockholders totaling $18,053.


  Subscriber Deposits

     The purchasers of the Denver and Detroit stations limited the 
subscriber deposits assumed by purchasers to $50,000 and $114,000, 
respectively.  TVCN is 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 had not been paid.


PART II.     OTHER INFORMATION

   ITEM 1.      Legal Proceedings

     The Company knows of no material litigation pending, threatened or 
contemplated, or unsatisfied judgment against it, or any proceedings 
in which the Company is a party.  The Company knows 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

     On November 20, 1998, 8,507,460 Shares of Restricted Common Stock were
issued to Omar A. Duwaik in exchange for all of the outstanding shares of MDA
of Illinois, Inc. The primary asset is the E-Group Licenses in Quincy, IL, 
which will be used in acquiring the Salina, Kansas BTA from Heartland Wireless,
Inc.

     On November 20, 1998 1,500,000 Shares of Restricted Common Stock were 
issued to Omar A. Duwaik in exchange for 60% of the partnership owning the 
South 41 Auto Salvage in Calhoun, GA, which is now a wholly owned subsidiary 
of the Company.

     Both transactions were approved by Shareholders, as reported in the 10Q 
dated 9/30/98.

   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 December 31, 1998. 


ITEM 5.     Other Information
     Dennis J. Horner has resigned as Vice President of Finance, Secretary and 
Director from TV Communications Network, Inc. effective February 9, 1999. Mr. 
Horner had no disagreements with Management.










                                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.




Date:  February 15, 1999
                                       /ss/Omar A. Duwaik
                                       Omar A. Duwaik
                                       PRESIDENT/CEO



                                       

                                   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.



Date:  February 15, 1999 
                                       Omar A. Duwaik
                                       PRESIDENT/CEO