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 ended 
December 31, 1996

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.  [X]   Yes       [  ]    No

Indicate the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest 
practicable date:   17,981,133 shares of the Company's 
Common Stock ($.0005 par value) were outstanding as of  
December 31, 1996.

<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
INDEX                                   Page




PART I.  FINANCIAL INFORMATION

     Item 1. Financial Statements:

     Consolidated Balance Sheet as of 
       December 31, 1996 (unaudited)             4

     Consolidated Statement of 
       Operations for the Three and
       Nine months ended December 31, 1996 
       (unaudited)                               6

     Statements of Cash Flow for the Nine
       months ended December 31, 1996
       (unaudited)                               8


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



PART II.  OTHER INFORMATION                     13



SIGNATURES                                      15

<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  Financial Statements

TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
December 31, 1996 (Unaudited)

<TABLE>
<CAPTION>
                             December 31,     March 31,
                                1996            1996
                                      Unaudited
Current Assets:
<S>                         <C>              <C>
Cash                        $  556,183       $ 1,517,449
Investments                  2,364,513         2,186,883
Accounts Receivable             30,948           111,616
Prepaid Expenses               231,029            47,855
Inventory                      152,364           160,030
Current Portion of Notes     1,947,988         2,505,013
Current Portion of Def. Tax    607,838           607,838


Total Current Assets        $ 5,890,863     $  7,136,684
                            ===========     ============


Property and Equipment-Net    2,951,325     $  2,543,500
                              _________     ____________

Other Assets:
Notes Receivable            $ 2,917,421     $  3,667,415
License Agreements - Net      1,294,424        1,359,556
Other Assets                    361,131          461,131
Deferred Income Taxes           119,503          119,503
                                _______          _______

Total Other Assets            4,692,479        5,607,605
                              _________        _________

Total Assets                $13,534,667      $15,287,789
                            ===========      ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 
                           December 31,         March 31,
                               1996                1996
                                     Unaudited
<S>                          <C>           <C>
Current Liabilities
Accounts Payable             $  691,190    $     690,779
Accrued Expenses                383,985          477,721
Current Portion of 
  Long-Term Debt                 36,119           33,701
Current Deferred Gain         2,021,245        2,021,245
Taxes Payable                   140,734          131,722
Advances From Stockholders    1,171,146        1,362,902
Subscriber Deposits              24,695           24,455
                                 ______           ______
Total Current Liabilities     4,469,114      $ 4,742,525
                              _________      ___________
Long-term Liabilities: 
Long-term Debt              $ 1,528,200      $ 1,510,240
Long-term Deferred Gain       3,221,812        3,357,263
                              _________        _________

Total Long-term Liabilities $ 4,750,012      $ 4,867,503
                            ___________      ___________
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; 780,000 
  shares issued and
  outstanding                   780,000         780,000
Class D preferred stock, 
  $1 par value; 4,864,000 
  shares issued
  and outstanding               152,000         152,000
  Common Stock,$.0005 
  par value; 100,000,000 
  shares authorized, 17,981,133 
  shares issued and 
  outstanding                     9,016           9,016
Additional Paid in 
  Capital                     6,575,211       6,575,211
Accumulated (Deficit)       (3,229,498)     (1,867,279)
                            ___________     ___________
Total Stockholder's Equity   $4,315,541      $5,677,761
                             __________      __________

Total Liabilities and 
  Stockholder's Equity      $13,534,667     $15,287,789
                            ===========     ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
Three Months Ended September 30, 1996 (Unaudited)

                             Unaudited       Unaudited
                              3 Months        3 months
                               Ended           Ended
                            December 31,    December 31,
                                1996           1995
<S>                             <C>          <C>
Total Revenue                   $83,269     $   214,927
Revenue - Sold Cable 
  Operations                    500,928         338,962
                                _______         _______
Total Revenue                   584,197         553,889
                                =======         =======

Operating Expenses:
Salaries and Wages              423,082    $    178,347
Programming Fees                  9,038         <4,106>
General and Administrative      603,638         478,008
Depreciation and Amortization   108,204          51,916
Interest                         69,692          35,209
                                 ______          ______

Total Expenses              $ 1,213,654     $   739,374

Income Before Income Taxes  $ <629,457>      $<185,485>
                            ___________      __________

Estimated Income Taxes       $   10,012    $   <74,194>
                             __________    ____________

Income After Income Taxes   $ <639,469>     $ <111,291>
                            ===========     ===========
Net Income Per Common Share       <.04>      $    <.01>
                                  =====      ==========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
 Nine Months Ended December 31, 1996 (Unaudited)

                               Unaudited     Unaudited
                                9 Months      9 months
                                 Ended         Ended
                            December 31,    December 31,
                                  1996          1995
<S>                           <C>          <C>
Total Revenue                 $  393,485   $  1,098,665
Revenue - Sold Cable 
  Operations                   1,621,294      2,325,186
Total Revenue                  2,014,779      3,423,851
                               =========      =========
Operating Expenses:
Salaries and Wages           $ 1,053,833    $   496,159
Programming Fees             $    27,667        <3,806>
General and Administrative     1,759,584      1,001,538
Depreciation and
  Amortization                   307,621        149,594
Interest                         140,460         69,583
                                 _______         ______

Total Expenses              $  3,289,165    $ 1,713,068


Income Before Income 
  Taxes                    $ <1,274,386>    $ 1,710,783
                           _____________    ___________

Estimated Income Taxes         $  87,834    $   684,313
                               _________    ___________

Income After Income Taxes   $<1,362,220>    $ 1,026,470
                            ============    ===========
Net Income Per Common Share        <.08>            .06
                                   =====            ===
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
Nine Months Ended December 31, 1996 (Unaudited)

                                   Nine Months Ended
                                      December 31,
                                  1996          1995
                               Unaudited      Unaudited
<S>                            <C>            <C>
Cash Flow From 
  Operating Activities:
Net Income (loss)           $ <1,362,220>   $ 1,026,470
Adjustment to reconcile 
  net income (loss) to net 
  cash used in 
  operating activities
  Depreciation and 
  Amortization                   307,622        149,594
Change in certain assets and 
  liabilities     
  Accounts Receivable             80,668       <39,097>
     Taxes Payable                 9,012        113,413
     Inventory                     7,666       <38,312>
     Prepaid Expenses          <183,174>      <446,215>
     Accounts Payable                411       <66,388>
     Accrued Expenses           <93,736>       <66,380>
     Subscriber Deposits             240            -0-
     Deferred Gain             <135,450>    <1,645,905>
     Deffered Taxes                  -0-        578,054

Cash flows used in 
  operating activities    $  <1,368,961>   $  <434,766>
                          ______________   ____________
Cash Flows From 
  Investing Activities:
Investments                    <177,630>       <54,317>
Development of Mine                  -0-        327,392
Property & Equipment           <530,281>      <127,047>
Notes Receivable               1,307,020      1,741,812
Advance                              -0-      <304,058>
Other                            100,000       <90,000>

Cash flows provided by
  investing activities        $  699,109    $ 1,493,782
                              __________    ___________
Cash Flows From Financing 
  Activities:
Payments of Stockholder 
  Advances                    $<191,756>     $<510,791>
Long-term Debt                    20,378       <87,600>
License Agreements             <120,036>          <868>

Cash flows used in
financing activities          $<291,414>   $  <599,259>
Net Increase (decrease) 
  In Cash                      <961,266>        459,757
Cash - Beginning of Year     $ 1,517,449   $  1,091,396
                             ___________   ____________
Cash - End of Period           $ 556,183   $  1,551,153
                               =========   ============
</TABLE>

<PAGE>
TV COMMUNICATIONS NETWORK, INC.AND SUBSIDIARIES
Notes to Financial Statements
December 31, 1996 and 1995 (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 30, 1996 for Fiscal Year ended March 31, 1996.
 
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, 1996, and 
December 31, 1995, 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 nine 
months ended December 31, 1996, and December 31, 1995, 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 17,981,133 common shares outstanding for 
1996 and 1995.

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.



Stockholders' Equity

The options granted by the Company to Century 21 
shareholders originally expired as of November 30, 1994. 
However, the Company extended the options to the benefit 
of the Century 21 shareholders under the following terms:

The respective number of shares has changed since 1989. At 
the Special Meeting of TVCN Shareholders on December 17, 
1991 the majority of shareholders of TVCN passed a 
resolution authorizing a five-to-one (5-1) reverse-stock 
split plan for the Company's Common Stock. Prior to 
effecting the reverse split, the total number of shares of 
Common Stock issued and outstanding was 75,879,665. 
Immediately following the reverse stock split, the total 
number of such issued and outstanding shares was 
15,175,933. The plan did not favor or discriminate against 
any group of shareholders and applied equally to all 
shareholders and persons holding rights to acquire common 
stock. Accordingly, for those who selected 1. Option A for 
Preferred Shares, the old conversion rate of two Preferred 
Shares for one share of Common Stock has been adjusted to 
implement the five-to-one reverse-split (e.g. there was a 
conversion right of 10,000 shares of Preferred Shares for 
5,000 shares of Common Stock, now there is a conversion 
right to 1,000 shares of Common Stock.) If Option B was 
selected, now the exchange of 32 shares of Century 21 
stock for 5 options to purchase 5 shares of Common stock 
at $0.37 per share is adjusted so that the five (5) 
options are one (1) option and the option price per share 
is $1.85 (five times $0.37).  The option deadline either 
to convert Preferred Shares to Common Stock or to purchase 
Common Stock has been extended three years from November 
30, 1994 to November 30, 1997.  These Options are not 
transferable.

TVCN is extending the Options for three years, and the 
underlying common shares are restricted from public sale 
for two years from the date of issuance of common stock 
under the options or the effective date of registration of 
such shares with the SEC, according to which event occurs 
first.  TVCN may, but is not obligated to, register these 
shares through the SEC for public trading. 

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

Wireless Cable Operations

     Salina, Kansas.  The Company has acquired the WCTV 
station in Salina, Kansas from an affiliated company, and 
eased it to  a non-affiliated company, which leased 11 
more channels from other licensees.  Subsequently, the 
lessee filed for Chapter 11 bankruptcy protection.  In an 
open court, TVCN repossessed the four-channel station and 
acquired the leases for the remaining 11 channels for 
$200,000 and the waiver of the lessee's obligations to 
TVCN in the approximate amount of $115,000.  TVCN is 
currently operating the Salina system, and will attempt to 
either develop or sell the system, which broadcasts on 15 
TV channels to a base of 418 subscribers.

      San Luis Obispo, California.  The Company leased the 
San Luis Obispo, California WCTV station to Wireless 
Telecommunications, Inc. ("WTCI") on June 15, 1995.  On 
January 1, 1996, WTCI defaulted on its agreements with the 
Company, and the Company terminated the lease on February 
14, 1996.  On February 28, 1996 the Company filed suit to 
repossess the station.   On June 18, 1996 the Sheriff of 
San Luis Obispo County repossessed the station on behalf 
of the Company, and the Company has begun operating the 
station which broadcasts on 7 channels and has 59 
subscribers.  The lawsuit has been settled.  The terms of 
the settlement are as follows:  TVCN agreed to pay WTCI 
$90,000.  In return WTCI relinquished all of its claims to 
the San Luis Obispo WCTV station and agreed to sell the 
San Luis Obispo BTA to TVCN for $90,000 cash and 
assumption of the FCC obligation of $362,168.00 payable 
over 10 years, with interest only payments for 2 years and 
principal and interest payments for 8 years.  FCC approval 
has been requested for the transfer of the BTA, and the 
transfer has been placed on Public Notice.


     Mobile, Alabama.  The Company's Mobile, Alabama 
license is operated by Mobile Wireless TV.  For the use of 
this license the Company received cash in the amount of 
$100,000 and a promissory note in the amount of $100,000.  
The note bears interest at the rate of ten percent, with 
interest payable quarterly.  The principal is due on May 
9, 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 leased to Pioneer Telephone Cooperative.  The 
channel lease provides for transmission fees of $1,000 per 
month and expires on March 31, 1997.


     Other Stations.  The Company owns a station in Hays, 
Kansas.  In addition, on behalf of its affiliate, 
Multichannel Distribution of America, Inc. ("MDA"), the 
Company constructed three other stations. These stations 
of four channel licenses are in Myrtle Beach, South 
Carolina; Quincy, Illinois; and Rome, Georgia.  In 
consideration for building the stations, MDA appointed 
TVCN as the operator of the stations.  TVCN is developing 
these stations, and is considering offering a premium 
programming package such as HBO, ESPN, Showtime, and CNN 
at the stations as test markets for this strategy.  In the 
meantime, the Company is also considering leasing 
additional channels, and leasing or selling the channels 
to others.

The FCC Spectrum Auction

     From November 13, 1995 to March 28, 1996 the FCC 
conducted an auction of a certain portion of the microwave 
spectrum used by WCTV stations.  In this auction the FCC 
divided the country into Basic Trading Areas ("BTAs"), 
according to certain geographic WCTV markets.  The 
successful bidder on each BTA acquired the right to obtain 
the licenses for all parts of the commercial WCTV spectrum 
in the BTA which were not already under license.  In order 
to qualify to participate in the auction each bidder was 
required to pay an up-front payment to the FCC.  The 
Company's up-front payment was $300,000 with a small 
business bidding credit of $400,000.

     The FCC conducted the auction as an electronic 
"simultaneous multiple round" auction through a specially 
prepared automated auction software program.  The auction 
closed after 181 rounds.  Sixty-seven auction participants 
made successful bids on one or more BTAs.  CAI Wireless 
Systems, Inc. was the largest participant in terms of 
dollar volume, purchasing 32 BTAs for $48.8 million.  
Heartland Wireless Communications, Inc. purchased the most 
BTAs, acquiring 93 BTAs for a total of $19.8 million.

      The Company was the successful bidder on the 
following 12 BTAs:  Clarksburg-Elkins, Fairmount, Logan, 
Morgantown, Steubenville and Wheeling, West Virginia; 
Dickinson and Williston, North Dakota; Scranton-Wilkes 
Barre-Hazleton and Stroudsburg, Pennsylvania; Scottsbluff, 
Nebraska and Watertown, New York.  The Company's net bid 
was $1,276,000 (taking into account the 15% "small 
business" credit TVCN received).  This made TVCN the tenth 
largest participant in terms of the number of BTAs 
acquired, and the 22nd largest participant in terms of 
dollar volume.  The total amount outstanding on this 
obligation is $1,020,445, which the Company is financing 
over ten years as described in the notes to the Company's 
financial statements.  The FCC has issued the 
authorizations, and TVCN has five years to complete the 
construction and build out of the BTAs.  The Company has 
not yet finalized its plans with respect to development of 
WCTV stations in these BTAs, and there is no assurance 
that the Company will have sufficient resources to develop 
such stations.


Mining Business

     Mining and Energy International Corp./Liberty Hill 
Mine

     The Company, through its subsidiary Mining and Energy 
International Corp., signed an option agreement with Big 
Trees' Trust to obtain the right to develop the Liberty 
Hill Mine in Nevada County, California. The extended term 
of the option expires June 8, 1997, with an additional 
opportunity to sign a lease for a term of thirty years.  
During the option period, the Company is required to pay 
$40,000 per month as advance royalty or 15% of the ores 
mined and sold, whichever is greater.  The Company has 
paid $520,000 in advance royalty to date.

     The Company has begun developing the mine.  
Approximately $950,000 of the development budget has been 
expended to date, to complete the development phase.  The 
company has decided to expand the daily production 
capacity of the mine to meet the project demand for the 
sale of Silica.  Additionally $330,000 was invested in 
equipment.  Weather conditions have caused delays in 
completing the development of the mine.  Because of such 
unpredictable conditions, TVCN cannot project with any 
degree of certainty as to the additional funds needed to 
complete the development of mine.  In addition to gold, 
the mine operator hopes to produce and sell substantial 
amounts of silica.  The Company is relying on the 
expertise of Ray Naylor (who is an officer in the 
Company's Century 21 subsidiary and a beneficiary of the 
Big Trees' Trust) in developing this mining opportunity.   
Initial tests have been run, and the results are 
encouraging.



Total Revenues 

     The total revenue for the quarter ended December 31, 
1996 was $584,197 as compared to $553,889 during the 
quarter ended December 31, 1995 and for the three quarters 
ended December 31, 1996 was $2,014,779 as compared to 
$3,423,851 for the three quarters ended December 31, 1995.  
The decrease was due to the note payoff and the 
recognition of the deferred gain from the sale of the 
Washington D.C. station, during 1995.

Operating Expenses

Total operating expenses for the three and nine months 
ended December 31, 1996 are $1,213,654 and $3,289,165 as 
compared to  $739,374 and $1,713,067 for the three and 
nine months ended December 31, 1995.  The increases in 
expenses of $474,280 and $1,576,098 are summarized as 
follows:

                            Three Months     Nine Months

Increase in Salaries 
  and Wages                 $  244,735    $    557,674
Increase in Programming 
  Fees                          13,144          31,473
Increase in General & 
  Administrative Expense       125,630         758,046
Increase in Depreciation 
  and Amortization              56,288         158,027
Increase in Interest 
  Expense                    $  34,483      $   70,878

NET (INCREASE) IN TOTAL 
  EXPENSES                   $ 474,280     $ 1,576,098
                             =========     ===========

The increase in salary & wages and expenses is due to the 
increased time spent in developing new areas of operations 
and defending the lawsuit.  The increase in general & 
administrative expenses are due to development of the 
Liberty Hill Mine, the costs of operating the Salina and 
SLO systems, and the development costs for other business 
opportunities.

Net Gain

The net income after income tax estimate for the three and 
nine months ended on December 31, 1996 was $<639,469> and 
$<1,362,220> as compared to $<111,291> and $1,026,470 
during the three and nine months ended December 31, 1995.  
The decreased income during the first three quarters ended 
December 31, 1996, is due to the note payment and the 
recognition of revenue from the sale of cable operations 
in Washington D.C. during 1995.  The higher operating 
costs also contributed to the losses in 1996.


Income Taxes

See page 9 "Income Tax" note.

Estimated income taxes are calculated at 40% for both 
federal and state 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 domestic 
operations.

     To date, the Company has not engaged in any debt 
financing.  Instead, it has relied on individual or group 
investments.  The company's cash flow for the nine months 
ended December 31, 1996, and December 31, 1995 are 
summarized as follows:


                          December 31,    December 31,
                             1996            1995
                           Unaudited       Unaudited
Cash Flow From Operating
Activities                 <1,368,961>       <434,766>
Cash Flow From Investing
Activities                     699,109       1,493,782
Cash Flow From Financing
Activities                   <291,414>       <599,259>
Cash - Beginning of Period $ 1,517,449     $ 1,091,396
                           ___________     ___________

Cash - End of Period      $    556,183     $ 1,551,153
                          ============     ===========

     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 are 
expected to adequately cover 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 $ 1,564,319 in long term 
debt which is primarily for the purchase of the TVCN 
corporate headquarters building in Denver, Colorado, and 
for the Basic Trading Area rights purchased during the FCC 
BTA Auction.

     The Company's current assets and liabilities are $ 
5,890,863 and $ 4,469,114 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 $2,364,513  of investments in 
government securities.  

     During fiscal year 1993, the Company raised 
$1,000,000.00 in equity investment by sales of its common 
stock.  The President, a shareholder, and a Director, have 
advanced loans to the Company totaling $1,171,146.  No 
equity transactions have occurred in 1996.

Accounts Receivable and Payable

The decrease in notes receivable, and accounts payable as 
of December 31, 1996, is due mainly to the payment of 
invoices and receipt of note payments.

Advance from Stockholders

During the period from March 31, 1996 to December 31, 
1996, the Company repaid advances from stockholders 
totalling $191,756.

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.

PART II.     OTHER INFORMATION

ITEM 1.  Legal Proceedings

     (A)  Shareholder Class Action Suit
     TVCN is a defendant in a class action suit entitled 
Merton Frederick, et.al. v. TVCN, et.al. more fully 
discussed in the Company's latest 10-KSB filed on June 30, 
1996.  The class of plaintiffs has been certified by the 
court, and fact discovery has been completed.  Motions for 
summary judgment have been filed by the Company, but are 
still pending.  No date has been set for the trial.  TVCN 
is vigorously defending the case.

(B)  The Company knows of no other 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 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
     None.  See p. 10 for a discussion of Century 21, 
Inc., and potential future changes.

ITEM 3.  Default Upon Senior Securities
     None.

ITEM 4.  Submission of Matters to a Vote of Security 
Holders
     No matters were submitted for a vote of 
securityholders of the Company during the third quarter 
ended December 31, 1996.

ITEM 5. Other Information
     None.

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 14, 1997     /ss/Omar A. Duwaik                 
                            Omar A. Duwaik
                            PRESIDENT/CEO


                            /ss/Dennis J. Horner               
                            Dennis J. Horner
                            VICE PRESIDENT/TREASURER


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, 



Date: February 14, 1997      /ss/Omar A. Duwaik
                             Omar A. Duwaik
                             PRESIDENT/CEO

                             /ss/Dennis J. Horner
                             Dennis J. Horner
                             VICE PRESIDENT/TREASURER