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, 1997

          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:   
41,188,454 shares of the Company's Common Stock ($.0005 par value) 
were outstanding as of December 31, 1997.

<PAGE>











           TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES

                                INDEX



                                                                PAGE


PART I.     FINANCIAL INFORMATION

     Item 1.     Financial Statements:

          Consolidated Balance Sheet as of December 31, 1997
          (unaudited) . . . . . . . . . . . . . . . . . . . . .   4

          Consolidated Statement of Operations for the Three and
          Nine months ending December 31, 1997 (unaudited). . .   6

          Statements of Cash Flow for the Nine 
          months ending December 31, 1997(unaudited) . . . . .    8


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



PART II.  OTHER INFORMATION . . . . . . . . . . . . . . . . . .  12



SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . .  13

<PAGE>


















                PART I.     FINANCIAL INFORMATION


                 ITEM 1.     Financial Statements

<PAGE>



           TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                    Consolidated Balance Sheet
                         December 31, 1997

<TABLE>
<CAPTION>

                                  Unaudited          Audited
                               Dec. 31, 1997       Mar. 31, 1997
<S>                          <C>                 <C>
Current Assets:
     Cash                        $ 2,446,726         $  490,985
     Investments                      85,659          1,589,831
     Accounts Receivable              71,327             27,727
     Prepaid Expenses                127,374             74,991
     Inventory                       107,028            107,028
     Current Portion of Notes        575,234          1,381,427
     Current Portion of Def. Tax   1,074,265          1,215,517

Total Current Assets             $ 4,487,613        $ 4,887,506
                                 ___________        ___________

Property and Equipment-Net       $ 3,656,974        $ 3,265,350
                                 ___________        ___________

Other Assets:
     Notes Receivable            $ 2,343,500        $ 2,919,829
     License Agreements - Net      1,654,073          1,239,075
     Other Assets                $   117,188        $   107,896
                                 ___________        ___________

     Total Other Assets          $ 4,114,761        $ 4,266,800
                                 ___________        ___________

Total Assets                     $12,259,348        $12,419,656
                                 ___________        ___________



</TABLE>
<PAGE>


                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                       Unaudited         Audited
                                     Dec. 31, 1997     Mar. 31, 1997
                                     _____________     _____________
<S>                                <C>              <C>

Current Liabilities:
     Account Payable                   $  207,103        $  329,976
     Accrued Expenses                     613,397           722,276
     Current portion of Long-Term Debt    154,304            99,566
     Current Deferred Gain              1,066,010         1,077,273
     Taxes Payable                         64,668            61,409
     Advance from Stockholders            867,707         1,013,700
     Subscribers Deposits                  24,750            25,140
                                       __________        __________

     Total Current Liabilities       $  2,997,940       $ 3,329,340
                                      ___________       ___________
Long-term Liabilities:
     Long-term Debt                  $  2,051,402       $ 1,518,165
     Long-term Deferred Gain            2,343,500         2,801,723
     Deferred Income Tax                   51,746            51,746
                                     ____________       ___________

Total Long-term Liabilities          $  4,446,648       $ 4,371,634
                                     ____________       ___________

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-             780,000
     Class D preferred stock, $1 par
      value; shares outstanding             -0-             152,000
Common Stock, $.0005 par value;
     100,000,000 shares authorized;
      41,188,454 outstanding             20,594               9,016
     Additional Paid in Capital       7,495,633           6,575,211
      Accumulated (Deficit)          <2,730,280>         <2,826,358>
                                     __________          ___________

    Total Stockholders's Equity     $ 4,814,760         $ 4,718,682
                                    ___________         ___________
Total Liabilities and 
 Stockholder's Equity               $12,259,348         $12,419,656
                                    ___________         ___________

</TABLE>
<PAGE>

          TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                Consolidated Statement of Operations
           Three Months Ending December 31, 1997 (Unaudited)

<TABLE>
<CAPTION>

                                       Unaudited        Unaudited
                                   3 Months Ending   3 Months Ending
                                    Dec. 31, 1997     Dec. 31, 1996
                                   _______________   _______________
<S>                               <C>               <C>

Revenue - Operations                  $   397,158       $   83,269
Revenue - Sold Cable
     Operations                           451,392          500,928
     Total Revenue                    $   848,550       $  584,197
                                      ___________       __________

Operating Expenses: Profit
     Salaries and Wages               $  297,587        $  423,082
     Programming Fees                     21,528             9,038
     Cost of Goods Sold                   40,944               -0-
     Mine Development                    150,941           171,216
     General and Administrative          297,967           432,502
     Depreciation and Amortization       156,925           108,204
     Interest                         $   92,437        $   69,612
                                      __________        __________

     Total Expenses                   $1,058,329        $1,213,654

Income Before Income Taxes            $ <209,779>       $ <629,457>
                                      __________        __________

Estimated Income Taxes                $  <72,793>       $   10,012
                                      __________        __________

Income After Income Tax               $ <136,986>       $ <639,469>
                                      __________        __________

Net Income Per Common Share           $    <.004>       $     <.04>
                                      __________        ___________

</TABLE>
<PAGE>

          TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                Consolidated Statement of Operations
           Nine Months Ending December 31, 1997 (Unaudited)

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

Revenue - Operations                   $    975,971   $    393,485
Revenue - Sold Cable
     Operations                           1,004,525      1,621,294
     Revenue - Sold Station            $  2,000,000  $         -0- 

Total Revenue                          $  3,980,496  $   2,014,779
                                       ____________  _____________

Operating Expenses: Profit
     Salaries and Wages                $    902,001  $   1,053,833
     Programming Fees                        67,873         27,677
     Cost of Goods Sold                      86,460            -0-
     Mine Development                     1,143,194        532,262
     General and Administrative           1,027,084      1,227,132
     Depreciation and Amortization          389,108        307,621
     Interest                          $    217,123  $     140,640
                                       ____________  _____________

Total Expenses                         $  3,832,843  $   3,289,165
                                       ____________  _____________

Income Before Income Taxes             $    147,652  $ <1,274,386>
                                       ____________  _____________

Estimated Income Taxes                 $     51,575  $      87,834
                                       ____________  _____________

Income After Income Tax                $     96,077  $ <1,362,220>
                                       ____________  _____________

Net Income Per Weighted Common Share   $       .002  $       <.08>
                                       ____________  _____________

</TABLE>
<PAGE>

           TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
            Condensed Consolidated Statement of Cash Flows
            Nine Months Ending December 31, 1997 (Unaudited)

<TABLE>
<CAPTION>

                                      Unaudited        Audited
                                   9 Months Ending  9 Months Ending
                                     Dec. 31, 1996    Dec. 31, 1997
                                   _______________   ______________
<S>                              <C>               <C>
Cash Flow From Operating Activities

Net Income (loss)                     $    96,077      $<1,362,220>
Adjustment to reconcile net income
 (loss) to net cash used in operating
 activities
     Depreciation and Amortization    $   389,107      $   307,622
Change in certain assets and
 liabilities
     Accounts Receivable              $  <43,600>      $    80,668
     Taxes Payable                        144,511            9,012
     Inventory                                -0-            7,666
     Prepaid Expenses                     <52,383>        <183,174>
     Accounts Payable                    <122,873>             411
     Accrued Expenses                    <108,879>          <93,736>
     Subscriber Deposits                     <390>              240
     Deferred Gain                       <469,486>         <135,450>
     Deferred Taxes                   $       -0-      $        -0-
                                      ___________      ____________

Cash flows used in operating 
 Activities                           $  <167,915>     $ <1,368,961>
                                      ___________      ____________

Cash Flows From Investing Activities:
  Investments                         $ 1,504,172      $   <177,630>
     Development of Mine                       -0-              -0-
     Property & Equipment                <647,891>         <530,281>
     Notes Receivable                   1,382,523         1,307,020
     Other                            $    <9,292>     $    100,000
                                      ___________      ____________

Cash Flows provided by investing 
 Activities                           $  2,229,512     $    699,109
                                      ____________     ____________

Cash Flows From Financing Activities:
     Payments of Stockholder Advances  $  <145,993>    $  <191,756>
     Long-term Debt                        587,975          20,378

     License Agreements                $  <547,838>    $  <120,036>
                                       ___________     ___________

Cash flows used in financing 
 Activities                            $  <105,856>    $  <291,414>
     Net Increase (decrease) In Cash     1,955,741        <961,266>
     Cash - Beginning of Year          $   490,985     $ 1,517,449
     Cash - End of Period              $ 2,446,726     $   556,183
                                       ___________     ___________

</TABLE>
<PAGE>

        TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                  Notes to Financial Statements
              December 31, 1997 and 1996 (Unaudited)



     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, 1997 for Fiscal Year 
ending March 31, 1997.

     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, 1997, and December 31, 
1996, 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, 1997, and December 31, 1996, 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 36,031,272 and 17,981,133 common shares outstanding for 
1997 and 1996, 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 502 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.  Mobile 
Wireless TV has filed for reorganization under Chapter 11 
Bankruptcy.  All fees have been paid in a timely manner.

     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, 1998.

     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 has received construction permits for 
six additional channels, with completion dates of August, 2001.  In 
addition, the Company purchased the rights to all three of the "H" 
channels for a total of $20,000.  The Company has applied for new 
licenses on these channels.  Currently, the Company is broadcasting 
on seven channels to 42 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 for four vacant channels and is waiting 
for approval on the fifth in the Scranton/Wilkes-Barre/Hazelton BTA.  
The Company acquired the lease for the F-Group channels in Scranton, 
PA from American Telecasting, Inc.  See Sale of WCTV Stations, 
Denver, Colorado for payment information.


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, 1997 the total 
outstanding deferred purchase price of the Detroit station was 
$3,409,510 consisting of the $1,066,010 principal balance of the 
Original Detroit Note and the $2,343,500 principal balance of the 
Additional Detroit Note.  Due to the uncertainty of collection, the 
receivable has been written down by $1,066,010.


     Denver, Colorado

     In December 1993 the Company sold its Denver, Colorado WCTV 
station to  American Telecasting, Inc. (ATI), of Colorado Springs, 
Colorado.  The  gross purchase price was determined pursuant to a 
contractual  formula to be $6,073,500.  After adjustments, the net 
purchase price was $5,868,434, payable as follows: (1) $250,000 at 
execution of the sales agreement (2) $1,500,000 at closing (3) 
$250,000 30 days after closing, and (4) the balance of $3,868,634 is 
payable at eight percent (8%) interest in monthly interest only 
payments for the first year, $50,000 per month plus interest for the 
second year, $125,000.00 per month plus interest for the third year, 
$83,333 per month plus interest for the fourth year, and $64,036.50 
per month plus interest for the fifth year.  The Company purchased 
the lease for the F-Group channels in Scranton, PA and the attendant 
equipment from ATI for $200,000.00.  The original Denver Note was 
thereby reduced by $195,705.17 of principal and $4,294.83 of 
interest as payment for the Scranton acquisition.  All reductions 
will be made from the last four payments, September, 1998 through 
December, 1998.  As of December 31, 1997 the outstanding principal 
amount of this note was $572,733.


Mining Business

     Mining and Energy International Corp./Liberty Hill Mine

     On September 2, 1997 the Company's subsidiary, Mining and 
Energy International Corp. (MEICO) leased certain portions of the 
Liberty Hill Mine in Nevada County, California from Big Trees Trust.  
Big Trees Trust is controlled by Ray Naylor, who is also one of the 
beneficiaries of the trust.  Mr. Naylor is an officer of the 
Company's Century 21 Mining, Inc. subsidiary, and the Company is 
relying on his expertise in developing the Mine.  The portions of 
the mine not already leased are held by MEICO under option for the 
next 30 years.  The option payments necessary to exercise MEICO's 
option (for the optioned parcels) are nominal.

     Pursuant to the Lease Agreement MEICO must pay Big Trees Trust 
a royalty of 15% (or 20% if the gold recovery rate from the mine is 
more than .03 ounces per short ton) of the value of gold mined plus 
$3 per short ton of all silica and barite mined from the mine.  At 
the beginning of each month MEICO must pay the trust a non-
refundable advance against royalties of $40,000 for that month.  The 
advance for each month is specific to that month, and if the actual 
royalties for the mine for a given month are less than an advance, 
the shortfall may not be recovered in subsequent months.  On 
September 26, 1997 the trust agreed to reduce the monthly advance 
against royalties to $15,000 per month through May 31, 1998.  In 
connection with executing the lease agreement for the mine, MEICO 
executed a promissory note in favor of the trust in the amount of 
$500,000.  The note is payable in-kind from production from the mine 
in the amount of $43,494 per month.  If production from the mine is 
insufficient to pay the in-kind payments due on the note, the 
shortfall shall be paid in subsequent months.  All principal and 
accrued interest on the note that has not previously been paid in-
kind shall be due in cash on September 3, 1998.

     Prior to leasing the mine, MEICO had the mine under option from 
December 8, 1995.  During the option period (December 8, 1995 to 
August 31, 1997) MEICO paid the trust non-refundable advance 
royalties in the amount of $840,000 and incurred expenses to develop 
the mine and construct the ore processing plant in the amount of 
$1,763,266.  From the time it executed the lease to December 31, 
1997 MEICO paid the trust advance royalties in the amount $85,000 
and promissory note payments in the amount of $-0-.  From the time 
it executed the lease through December 31, 1997 MEICO incurred 
$300,838 in out-of-pocket expenses related to bringing the mine into 
operation.  Under the lease, MEICO has no obligation to incur 
operational expenses in any minimum amount.

     In September 1997 the mine operator reportedly placed the 
mine's ore processing plant into operation and processed several 
tons of ore.  At that time, MEICO was informed that the gold 
concentration was lower than anticipated and that the clay content 
of the ore was much higher than had been anticipated, and disposal 
of the clay mixed with water (i.e., "slimes") generated by the 
processing plant would exceed that permitted by the Forest Service 
permit for the mine.  Accordingly, MEICO has made the determination 
to dramatically slow down operations to reduce expenses at the mine 
pending resolution of these and other issues.  Negotiations with the 
Forest Service to modify the permit have begun.  In the meantime, 
however, the company has dramatically reduced its expenditures and 
operations at the mine and put in place a "skeleton" crew to 
maintain and safeguard the equipment.

     When the clay disposal problem is resolved and the mine is 
placed in operation, MEICO hopes to produce economic quantities of 
gold and silica, of which there can be no assurance.  Through 
September 10, 1997, 560 tons of ore had been processed at the mine, 
yielding 75.42 ounces of placer gold, including a 46 ounce nugget.  
It should be emphasized, however, that this recovery rate is based 
on very limited experience, and there can be no assurance that 
economic quantities of minerals will be produced from the mine or 
that future recovery rates will be consistent with the recovery 
rates experienced to date. 

     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.  Reema has entered into a 
Memorandum of Agreement with the government of Trinidad and Tobago 
for the construction of a Gas Conversion Plant in that country.  No 
definitive agreement has been entered into.

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, 1997, Planet Internet had 880 
subscribers.

     As of December 31, 1997, Planet Internet has purchased internet 
equipment worth $569,851, and has spent $658,008 for the development 
of its internet services.  On May 7, 1997, Planet Internet has 
placed a purchase order of $746,445 worth of internet equipment, 
half of which has been received.

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).

Frederick Case Settlement

     The Company is a Defendant in a class action suit by two 
shareholders of TVCN filed on April 2, 1994 in the United States 
District Court for the District of Colorado under Case No.  
94-WM-837.  MERTON FREDERICK, as Trustee of the M&M Frederick, Inc.  
Profit Sharing Plan, f/k/a M&M Frederick, Inc. Defined Benefit 
Pension Plan; and F.S. WORKMAN; on Behalf of Themselves and All 
Others Similarly Situated, are the Plaintiffs, and the Defendants 
are TV COMMUNICATIONS NETWORK, INC., TVCN OF MICHIGAN, INC., TVCN OF 
WASHINGTON, D.C., INC., INTERNATIONAL INTEGRATED SYSTEMS, TVCN 
INTERNATIONAL, INC., INTERNATIONAL EXPORTS, INC., OMAR DUWAIK, JACOB 
A. DUWAIK, KENNETH D. ROZNOY, SCOTT L. JENSON, AND SCOTT L. JENSON, 
P.C.  

     The Plaintiffs alleged in their suit that the Company's 
financial statements from July 1990 through August 1993 were 
materially misstated.  On March 8, 1996 the court certified a class 
in the case.  On October 31, 1997 the plaintiffs and defendants 
agreed to settle the case subject to the Court's preliminary and 
final approval of the settlement.  Under the terms of the settlement 
the plaintiffs have agreed to dismiss all of their claims against 
the defendants in return for $1,500,000.  All members of the class 
who participate in the settlement and who own shares of TVCN 
acquired during the class period will relinquish such shares as part 
of the settlement.  It is anticipated that approximately $690,000 of 
the settlement fund will go to pay the fees and expenses of class 
counsel and the remainder will be distributed to the class members 
who agree to participate in the settlement.  

     On November 4, 1997 the Court granted preliminary approval to 
the settlement.  On November 5, 1997 the Company placed $1,500,000 
in escrow at Colorado National Bank.  A hearing on final approval of 
the settlement is scheduled for February 20, 1998.  If final 
approval is granted at that time, the escrowed funds and accrued 
interest will be delivered to plaintiffs' counsel for distribution 
in accordance with the settlement agreement.  If the Court does not 
approve the settlement, the funds will be returned to the Company.

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 $435,000.  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, 1997, was $848,550 and $3,980,496 respectively, as 
compared to $584,197 and $2,014,779 for the same periods ending 
December 31, 1996.  The increase was due to the sale of the Rome, 
Georgia station.  For further information, refer to 10Q dated 
June 30, 1997, which is incorporated herein by reference.

Operating Expenses

     Total operating expenses for the three and nine months periods 
ending December 31, 1997, are $1,058,329 and $3,832,843 respectively 
as compared to $1,213,654 and $3,289,165 during the same period 
ending December 31, 1996.  The change in expenses of $543,678 is 
summarized as follows:
     Decrease in Salaries and Wages                   $<151,832>
     Increase in Programming Fees                        40,196
     Increase in Cost of Goods Sold                      86,460
     Increase in Mine Development                       610,932
     Decrease in General & Administrative Expense      <200,048>
     Increase in Depreciation and Amortization           81,487
     Increase in Interest Expense                        76,483
     NET INCREASE IN TOTAL EXPENSES                   $ 543,678

     The increase in Cost of Goods Sold and Programming Fees is due 
to the increased efforts to increase Operating Revenues.  The 
increase in Mine Development expenses is due to the increased 
activity in developing the Liberty Hill Mine.  The decrease in 
Salaries and Wages, and General and Administrative Expenses is a 
result of management's efforts to reduce costs.

Net Gain

     The net gain <loss> after income tax estimate for the three  
and nine month periods ending December 31, 1997 was $<136,986> and 
$96,077, compared to a loss of $<639,469> and $<1,362,220> during 
the same periods ending December 31, 1996.  The increased income 
during the same periods ending December 31, 1997, is due to the sale 
of the station in Rome, Georgia, offset by the lower interest from 
the sales of Cable Operations in Detroit and Denver during 1997.  
The increase operating costs were due to the increased costs 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 domestic operations. 

     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 
three months ended December 31, 1997, and December 31, 1996, are 
summarized as follows:
<TABLE>
<S>                               <C>                 <C>


                                   Dec. 31, 1997       Dec. 31, 1996
                                   _____________       _____________

Unaudited
     Cash Flow From Operating 
      Activities                     $ <167,915>        $<1,368,961>
     Cash Flow From Investing 
      Activities                     $ 2,229,512        $    699,109
     Cash Flow From Financing 
      Activities                     $ <105,856>        $  <291,414>
     Cash - Beginning of Period      $   490,985        $  1,517,449
     Cash - End of Period            $ 2,446,726        $    556,183

</TABLE>
<PAGE>


     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 $2,205,706 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 $4,487,613 and 
$2,997,940, 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 $85,659 investments 
in government securities.  

     The President, a shareholder and a Director, have advanced 
loans to the Company totaling $867,707.  


Accounts Receivable and Payable

     The decrease in notes receivable, and accounts payable as of 
December 31, 1997, is due mainly to the receipt of note payment and 
the payment of invoices.


Advance from Stockholders

     During the period from March 31, 1997 to December 31, 1997, the 
Company repaid advances from stockholders totaling $145,993.


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

          Except as noted under the heading "Frederick Case 
Settlement", 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

          There were no changes in Securities during the third 
quarter ending December 31, 1997.  Refer to 10QSB dated June 
30, 1997 for changes in securities during the first quarter 
ending June 30, 1997.


     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, 1997.


     ITEM 5.   Other Information

          None.

<PAGE>




                              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 13, 1998           /ss/Omar A. Duwaik
                                   __________________________
                                   Omar A. Duwaik
                                   PRESIDENT/CEO




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

<PAGE>



                              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 13, 1998           /ss/Omar A. Duwaik
                                   __________________________
                                   Omar A. Duwaik
                                   PRESIDENT/CEO




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

<PAGE>