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 September 30, 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  September 30, 1996.

<PAGE>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES

INDEX



                                                                 Page


PART I.  FINANCIAL INFORMATION

     Item 1. Financial Statements:

        Consolidated Balance Sheet as of 
          September 30, 1996 (unaudited)                            4

        Consolidated Statement of Operations 
          for the Three and Six months ended 
          September 30, 1996 (unaudited)                            6

        Statements of Cash Flow for the Six
          months ended September 30, 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

<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Balance Sheet
September 30, 1996 (Unaudited)


                                          September 30,     March 31,
                                              1996             1996
                                            Unaudited
<S>                                       <C>            <C>
Current Assets:
 Cash                                     $  920,236     $  1,517,449
 Investments                               2,275,127        2,186,883
 Accounts Receivable                          63,071          111,616
 Prepaid Expenses                            183,640           47,855
 Inventory                                   152,364           60,030
 Current Portion 
  of Notes                                 2,156,623        2,505,013
 Current Portion 
  of Def. Tax                                607,838          607,838


 Total Current Assets                    $ 6,358,899     $  7,136,684
                                         ===========     ============

Property and Equipment
  -Net                                   $ 2,773,477     $  2,543,500
                                         ___________     ____________

Other Assets:
  Notes Receivable                       $ 3,167,419     $  3,667,415
  License Agreements 
   - Net                                   1,327,306        1,359,556
  Other Assets                               361,131          461,131
  Deferred Income 
    Taxes                                    119,503          119,503
                                         ___________     ____________

  Total Other Assets                    $  4,975,359     $  5,607,605
                                         ___________     ____________

Total Assets                             $14,107,735      $15,287,789
                                         ===========     ============
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY 
                                           September 30,    March 31,
                                              1996           1996
                                           Unaudited
<S>                                        <C>              <C>
Current Liabilities
     Accounts Payable                     $  620,573      $  690,779
     Accrued Expenses                        374,312         477,721
     Current Portion of Long-Term Debt        35,294          33,701
     Current Deferred Gain                 2,021,245       2,021,245
     Taxes Payable                           136,369         131,722
     Advances From Stockholders            1,181,146       1,362,902
     Subscriber Deposits                      24,455          24,455
                                         ___________     ___________

     Total Current Liabilities           $ 4,393,394     $ 4,742,525
                                         ___________     ___________
Long-term Liabilities: 
     Long-term Debt                      $ 1,537,518     $ 1,510,240
     Long-term Deferred Gain               3,221,812       3,357,263
                                         ___________     ___________

     Total Long-term Liabilities         $ 4,759,330     $ 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)               (2,590,029)     (1,867,279)
                                         ___________     ___________
     Total Stockholder's Equity         $  4,955,011     $ 5,677,761
                                         ___________     ___________

Total Liabilities and 
  Stockholder's Equity                   $14,107,735      $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
                                        September 30,   September 30, 
                                             1996             1995
<S>                                     <C>             <C>
Total Revenue                            $    66,625     $   390,072
Revenue - Sold Cable
     Operations                              576,160       1,632,126
                                         ___________     ___________
     Total Revenue                       $   642,785     $ 2,022,198
                                         ===========     ===========

Operating Expenses:
     Salaries and Wages                   $  374,774    $    123,105
     Programming Fees                          8,000             -0-
     General and Administrative              663,364         273,626
     Depreciation and
       Amortization                          102,515          53,922
    Interest                                  33,827          17,672
                                         ___________     ___________

     Total Expenses                      $ 1,182,480         468,325


Income Before Income Taxes               $ <539,695>      $1,553,873
                                         ___________     ___________


Estimated Income Taxes                  $     77,872     $   621,549
                                         ___________     ___________


Income After Income Taxes                $ <617,567>      $  932,324
                                         ===========     ===========

Net Income Per Common Share           $        <.03>      $      .05
                                         ===========     ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Consolidated Statement of Operations
 Six Months Ended September 30, 1996 (Unaudited)

                                          Unaudited        Unaudited
                                           6 Months         6 months
                                             Ended            Ended
                                       September 30,     September 30,
                                             1996             1995
<S>                                    <C>             <C>
Total Revenue                          $     310,216   $     883,738
Revenue - Sold Cable
     Operations                            1,120,366       1,986,225
     Total Revenue                      $  1,430,582    $  2,869,963
                                         ===========     ===========

Operating Expenses:
     Salaries and Wages                $     630,751   $     317,812
     Programming Fees                         18,629             300
     General and Administrative            1,155,946         523,530
     Depreciation and
       Amortization                          199,417          97,678
    Interest                                  70,768          34,374
                                         ___________     ___________

     Total Expenses                     $  2,075,511   $     973,964


Income Before Income Taxes               $ <644,929>    $  1,896,269
                                         ___________     ___________

Estimated Income Taxes                    $   77,822     $   758,507
                                         ___________     ___________

Income After Income Taxes                $ <722,751>    $  1,137,762
                                         ===========     ===========

Net Income Per Common Share             $      <.04>     $       .06
                                         ===========     ===========
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
Condensed Consolidated Statement of Cash Flows
Six Months Ended September 30, 1996 (Unaudited)

                                                  Six Months Ended
                                                    September 30
                                               1996          1995
                                            Unaudited      Unaudited
<S>                                         <C>           <C>
Cash Flow From Operating Activities:
Net Income (loss)                         $ <722,751>    $ 1,137,762
Adjustment to reconcile net income (loss)
to net cash used in operating activities
     Depreciation and Amortization            199,417         97,678
Change in certain assets and liabilities 
     Accounts Receivable                       48,545       <27,247>
     Taxes Payable                              4,647        183,376
     Inventory                                  7,666       <38,312>
     Prepaid Expenses                       <135,785>       <96,784>
     Accounts Payable                        <70,205>       <54,746>
     Accrued Expenses                       <103,409>      <147,286>
     Subscriber Deposits                          -0-            -0-
     Deferred Gain                          <135,453>    <2,065,814>
     Deffered Taxes                               -0-        578,054

Cash flows used in 
operating activities                     $  <907,326>   $  <433,319>
                                          ___________    ___________

Cash Flows From Investing Activities:
Investments                                  <88,244>       <26,261>
Development of Mine                               -0-       <39,488>
Property & Equipment                        <367,144>      <107,971>
Notes Receivable                              848,386      2,047,734
Advance                                           -0-      <243,805>
Other                                         100,000            -0-

Cash flows provided by
     investing activities              $      492,998  $   1,630,209
                                          ___________    ___________
Cash Flows From Financing Activities:
Payments of Stockholder Advances         $  <181,756>   $  <388,972>
Long-term Debt                                 28,871       <78,255>
License Agreements                           <30,000>          <609>

Cash flows used in
     financing activities               $   <182,885>   $  <467,836>
Net Increase (decrease) In Cash             <597,213>        729,054
Cash - Beginning of Year              $     1,517,449 $    1,091,396
                                          ___________    ___________
Cash - End of Period                    $     920,236 $    1,820,450
                                         ===========     ===========
</TABLE>

<PAGE>
TV COMMUNICATIONS NETWORK, INC.AND SUBSIDIARIES
Notes to Financial Statements
September 30, 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 September 30, 1996, and September 30, 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 six months ended September 30, 1996, and September 
30, 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. 

<PAGE>
Stockholders' Equity

The options granted by the Company to Century 21 shareholders originally 
expired as of November 30, 1994. However, the Company extended said 
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 
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 to 
either 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 
for public trading through the SEC. 

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 is 
Salina, Kansas from an affiliated company.  Subsequently, the lessee 
filed for Chapter 11 bankruptcy protection.  In an open court, TVCN 
repossessed the four-TV channel station and acquired the leases for the 
remaining 11 TV 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.

<PAGE>
      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 
73 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.


     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.

<PAGE>
     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 $400,000 in advance royalty to date.

     The Company has begun developing the mine.  Approximately $570,000 
of the development budget has been expended to date to complete 
development phase.  The company has expanded the daily production 
capacity of the mine to meet the projected demand for the sale of 
Silica.  $270,000 was invested in additional production equipment.  It 
is estimated that it will take another $200,000 to $300,000 to complete 
the development stage.  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.

Convention Network 96

     There were no revenues generated from the Convention Network 96 
Project, and the total cost of approximately $138,000 was expensed.  The 
company does not expect to recover any of its investment.

Total Revenues 

     The total revenue for the quarter ended September 30, 1996 was 
$642,785 as compared to $2,022,198 during the quarter ended September 
30, 1995 and for the two quarters ended September 30, 1996 was 
$1,430,582 as compared to $2,869,963 for the two quarters ended 
September 30, 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 six months ended September 
30, 1996 are $1,182,480 and $2,075,511 as compared to  $468,325 and 
$973,694 for the three and six months ended September 30, 1995.  The 
increases in expenses of $714,155 and $1,101,817 are summarized as 
follows:

<PAGE>
<TABLE>
<CAPTION>
                                           Three Months   Six Months
      <S>                                     <C>         <C>
      Increase in Salaries and Wages         $  251,669  $   312,939
      Increase in Programming Fees                8,000       18,329
      Increase in General & 
         Administrative Expense                 389,738      632,416
      Increase in Depreciation 
         and Amortization                        48,593      101,739
      Increase in Interest Expense         $     16,155   $   36,394

      NET (INCREASE) IN TOTAL EXPENSES      $   714,155  $ 1,101,817
                                            ===========  ===========
</TABLE>

The increase in salary & wages and expenses is due to the increased time 
spent in developing new areas of operations and defending lawsuits.  The 
increase in general & administrative expenses are due to developments 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 six months 
ended on September 30, 1996 was $<617,567> and $<722,751> as compared to 
$932,324 and $1,137,762 during the three and six months ended September 
30, 1995.  The decreased income during the first two quarters ended 
Spetember 30, 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 six months ended September 30, 1996, and 
September 30, 1995 are summarized as follows:

<PAGE>
<TABLE>
<CAPTION>
                                       September 30,   September 30,
                                            1996            1995
                                         Unaudited        Unaudited
<S>                                      <C>           <C>
Cash Flow From Operating
Activities                                 <907,326>       <433,319>
Cash Flow From Investing
Activities                                   492,998       1,630,209
Cash Flow From Financing
Activities                                 <182,885>       <467,836>
Cash - Beginning of Period               $ 1,517,449     $ 1,091,396
                                         ___________     ___________

Cash - End of Period                    $    920,236     $ 1,820,450
                                         ===========     ===========
</TABLE>


     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 $ 1,572,812 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 
from the FCC during its BTA Auction.

     The Company's current assets and liabilities are $ 6,358,899 and $ 
4,393,394 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 $2,275,127 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, and a 
shareholder have advanced loans to the Company totaling $1,181,146.  No 
equity transactions have occurred in 1996.

Accounts Receivable and Payable

The decrease in notes receivable, and accounts payable as of September 
30, 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 September 30, 1996, the Company 
repaid advances from stockholders totalling $181,756.

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 commenced and is almost 
complete.  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
     The Company held its annual Shareholders Meeting on September 10, 
1996.  Approximately 15,728,000 shares of the 17,981,133 shares 
outstanding attended the meeting in person or by proxy.  The management 
suggested slate of three Directors was elected, the Liberty Hill Mine 
Option Agreement was ratified, approval to enter into the Liberty Hill 
Lease was approved, and the firm of Erhardt Keefe Steiner & Hottman, 
P.C. was ratified as independent auditors.

The votes in person or proxy were:

Directors                               FOR      AGAINST    ABSTAIN

Omar A. Duwaik                       2,170,436   12,215   13,544,956
Armand DePizzol                      2,168,436   15,015   13,544,156
Dennis J. Horner                     2,171,381   12,070   13,544,156

LHM Option                           2,158,701   23,000   13,345,906

LHM Lease                            2,158,441   23,160   13,346,006

Auditors

EKS&H                               15,708,737    8,870       10,000

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: November 13, 1996               /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: August 13, 1996
                                    Omar A. Duwaik
                                    PRESIDENT/CEO



                                    Dennis J. Horner
                                    VICE PRESIDENT/TREASURER