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 September 30, 1998

          or

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

                    Commission file number 0-18612

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

                 TV COMMUNICATIONS NETWORK, INC.

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



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

      Indicate the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest practicable date:   
41,188,454 shares of the Company's Common Stock ($.0005 par value) 
were outstanding as of September 30, 1998.

<PAGE>










                 TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES

                                   INDEX




                                                                 PAGE


PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements:

          Consolidated Balance Sheet as of September 30, 1998
          (unaudited) . . . . . . . . . . . . . . . . . . . . .   4


          Consolidated Statement of Operations for the Three and
          Six months ending September 30, 1998 (unaudited). . .   6


          Statements of Cash Flow for the Six
          months ending September 30, 1998(unaudited) . . . . .   8


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


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



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


<PAGE>














                          PART I.     FINANCIAL INFORMATION


                           ITEM 1.     Financial Statements


<PAGE>

                 TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                         Consolidated Balance Sheet
                             September 30, 1998


<TABLE>
<CAPTION>

                                              Unaudited            Audited
                                            Sept. 30,1998        Mar. 31,1998


                                            _____________        ____________
<S>                                        <C>                 <C>
Current Assets:

     Cash                                  $    699,283         $   852,362
     Investments                                 90,780              87,362
     Accounts Receivable                         58,409              39,498
     Inventory                                  145,129             107,028
     Current Portion of Notes                      -0-              737,813
     Current Portion of Def. Tax                151,188             151,188

     Total Current Assets                   $  1,241,225         $ 2,071,619
                                           ____________         ____________

Property and Equipment-Net                  $ 3,154,704          $ 3,579,109
                                           ____________         ____________

Other Assets:
     Notes Receivable                       $ 2,535,610          $ 2,919,829
     License Agreements - Net                 1,493,463            1,598,800
     Other Assets                             1,100,830            1,291,866
                                           ____________         ____________


     Total Other Assets                     $ 5,104,980          $ 5,361,739
                                           ____________         ____________

Total Assets                                $ 9,860,909          $11,012,467
                                           ============         ============


</TABLE>
<PAGE>

LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                           Unaudited                Audited
                                         Sept. 30,1998           Mar. 31, 1998
                                         _____________            ____________
<S>                                    <C>                      <C>
Current Liabilities:
     Account Payable                       $  347,658             $  322,865
     Accrued Expenses                         664,740                630,250
     Current portion of Long-Term Debt        645,955                235,195
     Current Deferred Gain                       -0-                 657,992
     Taxes Payable                               -0-                  21,850
     Subscribers Deposits                      24,770                 24,630
                                          ___________            ___________

     Total Current Liabilities            $ 1,683,123            $ 1,938,483



Long-term Liabilities:
     Long-term Debt                       $ 1,606,859            $ 1,938,483
     Long-term Deferred Gain                2,343,500              2,343,500
     Advances from Stockholder                892,922                904,304
                                          ___________            ___________

Total Long-Term Liabilities               $ 6,526,403            $ 7,079,061

Stockholders' Equity
     Class A preferred stock, $1 par
      value; none issued or 
      outstanding                               -0-                      -0-
     Class B preferred stock, $1 par
      value; 28,813 shares issued and
      outstanding                              28,813                 28,813
     Class C preferred stock, $1 par
      value; no shares outstanding              -0-                     -0-
     Class D preferred stock, $1 par
      Value; shares outstanding                 -0-                     -0-
     Common Stock, $.0005 par value;
     100,000,000 shares authorized;
      41,188,454 outstanding                   20,198                 20,197
      Additional Paid in Capital            7,281,889              7,281,889
      Accumulated (Deficit)                <3,996,394>           <3,397,5012>
                                         ____________            ___________
      Total Stockholders's Equity         $ 3,334,505            $ 3,933,398
                                         ____________            ___________

Total Liabilities and Stockholder's 
 Equity                                   $ 9,860,909            $11,012,467
                                         ============           ============

</TABLE>
<PAGE>


                   TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                       Consolidated Statement of Operations
                  Three Months Ending September 30, 1998 (Unaudited)
<TABLE>
<CAPTION>


                                          Unaudited               Unaudited   
                                       3 Months Ending         3 Months Ending
                                        Sept. 30, 1998          Sept. 30, 1997
                                       ________________         ______________
<S>                                 <C>                      <C>
Revenue - Operations                   $  290,924                 $  260,873 
Revenue - Sold Cable
     Operations                           362,396                    224,900 
     Total Revenue                        653,320                    485,773 
                                       ===========               ===========

Operating Expenses: Profit
     Salaries and Wages                $  235,409                $   308,832 
     Programming Fees                      11,604                     20,165 
     Cost of Goods Sold                    24,424                     15,078 
     Mine Development                      22,316                    559,513 
     General and Administrative           514,115                    401,400 
     Depreciation and Amortization        151,601                    125,569 
     Interest                          $   68,761                $    68,565 
                                      ____________                 ___________


     Total Expenses                    $  981,751                $ 1,499,122 

Income Before Income Taxes             $ <328,431>               $<1,013,348>
                                      ____________                ___________

Estimated Income Taxes                 $ <111,666>               $  <351,632> 
                                       ____________               ___________

Income After Income Tax                  <216.765>                  <661,716> 
                                       ____________               ___________

Net Income Per Common Share            $     <.01>               $      <.02> 
                                       ____________               ___________

</TABLE>
<PAGE>



<TABLE>
<CAPTION>
                     TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES
                          Consolidated Statement of Operations
                     Six Months Ending September 30, 1997 (Unaudited)

<S>                                    <C>                  <C>
                                           Unaudited               Unaudited
                                       6 Months Ending          6 Months Ending
                                        Sept. 30, 1998           Sept. 30, 1997
                                        ________________         _______________

Revenue - Operations                      $  591,454               $   578,813
Revenue - Sold Cable                         717,686                   553,133
     Operations                                
     Revenue - Sold Station                    -0-                   2,000,000
     Total Revenue                        $1,309,140               $ 3,131,946
                                         ============               ============

Operating Expenses: Profit

     Salaries and Wages                   $  503,637               $   604,414
     Programming Fees                         24,021                    46,345
     Cost of Goods Sold                       69,099                    45,517
     Mine Development                         48,420                   992,253
     General and Administrative              940,702                   729,117
     Depreciation and Amortization           305,564                   232,183
     Interest                                125,136                   124,686
                                          ___________                __________

     Total Expenses                       $2,016,579                 $2,774,515
                                          ___________                __________

Income Before Income Taxes                $ <707,439>               $  357,431
                                          ___________                __________

Estimated Income Taxes                    $ <108,546>               $  124,368
                                          ___________                 __________

Income After Income Tax                   $ <598,893>               $  233,063
                                          ___________                __________

Net Income Per Weighted Common Share      $     <.01>               $      .04 
                                          ===========                 ==========


</TABLE>
<PAGE>

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

<TABLE>
<CAPTION>
<S>                                 <C>                     <C>
                                          Unaudited               Unaudited
                                       6 Months Ending         6 Months Ending 
                                       Sept. 30, 1998           Sept. 30, 1997
                                       ______________           ______________

Cash Flow From Operating Activities


Net Income (loss)                         $  <598,893>            $   233,063
Adjustment to reconcile net income
 (loss) to net cash used in operating
 activities
     Depreciation and Amortization            153,963                 232,183
Change in certain assets and liabilities  
     Accounts Receivable                      <18,911>                <21,706> 
     Taxes Payable                            <21,850>                 29,527
     Inventory                                <38,101>                    -0-
     Prepaid Expenses                                                 <80,998>
     Accounts Payable                        <119,825> 
     Accrued Expenses                          34,490                <132,914>
     Subscriber Deposits                          140                    <300>
     Deferred Gain                           <657,992>               <127,992>
     Deferred Taxes                           191,036                 124,368
                                          ___________                 _________

Cash flows used in operating Activities   $      -0-              $   135,406
                                          ___________               __________


Cash Flows From Investing Activities:  
     Investments                          $   <3,121>              $ 1,106,496
     Property & Equipment                     <35,432>                <609,688>
     Notes Receivable                         736,513                  936,618
     Other                                    <38,600>                  <9,292>
                                           __________                __________ 


Cash Flows provided by investing
 activities:                              $  659,280               $ 1,424,134
                                          ___________               ___________

Cash Flows From Financing Activities:
     Payments of Stockholder Advances     $                         $ <105,453>
     Long-term Debt                          <11,381>                  613,839 
     License Agreements                       79,136                  <352,133>
                                            _________               __________ 

     Cash flows used in financing 
      Activities                           $ 118,965                $  156,253 
                                            _________                 _________ 
     Net Increase (decrease) In Cash        <153,074>                1,715,793 
      Cash - Beginning of Year             $ 852,367                $  490,985
                                           __________                __________
      Cash - End of Period                 $ 699,283)               $2,206,778 
                                          ===========               ===========

</TABLE>
<PAGE>




                     TV COMMUNICATIONS NETWORK, INC. AND SUBSIDIARIES


                           Notes to Financial Statements
                       September 30, 1998 and 1997 (Unaudited)

Summary of Significant Accounting Policies

     The summary of the Company's significant accounting policies 
are incorporated by reference from TV Communications Network, Inc., 
Annual Report on Form 10-KSB dated June 29, 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 September 30, 1998, and September 
30, 1997, and the periods then ended have not been audited by the 
Company's independent auditors, but, in the opinion of management, 
reflect all adjustments (which include only normal recurring 
adjustments) necessary for the fair presentation of the operations 
of the Company.  The results of operations for the three and six 
months ending September 30, 1998, and September 30, 1997, are not 
necessarily indicative of the results of the entire fiscal year.

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

Earnings Per Share

     Net income per common share is based on the weighted average 
number of 41,188,454, 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 520 subscribers and 
has three employees.  Zenith scrambling equipment was introduced 
into the Salina head-end equipment in November and December, 1996, 
each subscriber's household received a new descrambler (set-top 
converter), and the Company added ESPN, Showtime and Flix to its 
programming package.

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

     Woodward, Oklahoma.  The Company's Woodward, Oklahoma license 
is the fifth license acquired by the Company from MDA, Inc., an 
affiliated company.  The other four licenses are those of Salina 
and Hays, Kansas; San Luis Obispo, California; and Mobile Alabama. 
The Company temporarily leased the station to a non-affiliated 
entity at the rate of $500 per month for a period of one year, 
ending March 31, 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 is in the process of 
applying for six additional channels in San Luis Obispo.  In 
addition, the Company purchased the rights to all three of the H 
channels for a total of $20,000 and is awaiting FCC approval of the 
transfer of these channels.  Currently, the Company is broadcasting 
on seven channels to 25 subscribers in the San Luis Obispo area.

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

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

Sale of WCTV Stations

  Detroit, Michigan

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

     On August 30, 1995, ECNM sold the Detroit station to a subsidiary 
of People's Choice TV (PCTV).  In September 1995 the 
Company filed a lawsuit in the District of Columbia Superior Court 
seeking damages and to set aside the transaction on the grounds 
that it violated the agreement pursuant to which TVCN sold the 
Detroit station to ECNM in 1994.  On January 12, 1996 the parties 
settled the lawsuit effective December 31, 1995.  Pursuant to the 
settlement, the Company released ECNC from all liability and 
consented to PCTV's assumption of the note secured by the Detroit 
station (the Original Detroit Note).  In return, ECNC and PCTV 
paid the Company $614,120 in cash; PCTV assumed the Original 
Detroit Note; and one of PCTV's wholly-owned subsidiaries executed 
a second note (the Additional Detroit Note) in favor of the 
Company in the amount of $2.15 million.  As of September 30, 1998 
the total outstanding deferred purchase price of the Detroit 
station was the $1,407,504 principal balance of the Original Detroit 
Note. 

Mining Business

  Mining and Energy International Corp./Liberty Hill Mine - 

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

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

     Development of the Liberty Hill Project began in the winter of 1996.  
MEICO contracted with Ray Naylor to be the operator of the mine and 
to develop the project.  Beginning in the summer of 1996, Ray Naylor 
assured MEICO that the mine was on the verge of production.  However, 
for one reason or another, including inclement weather, inadequate 
water purification equipment, unanticipated clay content of the ore, 
etc., Mr. Naylor never actually brought the mine into operation.  
Therefore, in the fall of 1997 MEICO began to suspect that Mr. 
Naylor was unable or unwilling to bring the mine into production.  
On March 5, 1998 TVCN and MEICO sued, inter alia, Big Trees Trust 
and Ray Naylor in a dispute over the lease and operation of the 
Liberty Hill Mine.  In its complaint MEICO alleges that it was 
fraudulently induced to enter into the mining lease and that Ray 
Naylor breached his contract to operate the mine on MEICO's behalf 
in a good and miner-like fashion.  MEICO and TVCN claim damages in 
excess of $3.5 million.  While no answer has been filed in the case, 
Mr. Naylor has informed MEICO that he believes it is in default under 
the lease and has served a notice of termination of the lease on the 
Company.  On May 20, 1998 the Court entered an order on the parties' 
stipulated motion submitting the matter to binding arbitration.  The 
parties have agreed to the appointment of Mr. Murray Richtel of the 
Judicial Arbiter Group, Inc. as the arbitrator in this matter, and an 
arbitration hearing has been set for September 10, 1998.  The 
arbitration proceeding is in its initial stages, and discovery is
proceeding.  At this preliminary stage it is not possible 
to predict with any certainty the probable outcome of this matter.  
However, TVCN intends to prosecute its claims vigorously.

  Century 21/Mountain House Mine

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

  Reema International Corp.

     Reema International Corp. (Reema) is a wholly-owned 
subsidiary of TVCN, Incorporated to explore for and develop 
business opportunities in the oil and gas industry.  Specifically, 
Reema is in the business of developing projects designed to convert 
natural gas into transportation fuels (Gas Conversion Project). 
For more information, see the company's previous annual reports, 
which are incorporated herein by reference.

  Internet Business Opportunities

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

     Individual dial-up subscribers are charged an average of 
$19.95 per month per subscriber with a certain discount for a paid-
up yearly subscription.  Planet Internet offers a wide range of 
services to commercial accounts for as little as $50.00  per month 
for dial-up subscribers to as high as $350.00 per month per 
subscriber for accounts with high speed digital modems and other 
internet services. As of September 30, 1997, Planet Internet had 
990 subscribers.

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

  Middle East Investment Authorization

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

  Qatari WCTV Station

     In 1992 the Company received a contract from Qatari Government 
Telecommunications Corporation (Q-Tel) to build a WCTV station in 
Doha, Qatar and train operations personnel.  The Company built the 
station in 1993, and a provisional acceptance certificate for the 
station was issued on August 14, 1993.  Through May 1996 TVCN 
personnel assisted in the management and operation of the station 
and trained Qatari personnel.  TVCN has guaranteed the supply of 
all compatible equipment and spare parts that may be needed for the 
maintenance, and refurbishment of the equipment, and the 
continuation of the WCTV operation without interruption over a 
period of 10 years.  The Qatari Wireless cable system was awarded 
Cable Operator of the Year honors at the CABSAT '95 (cable and 
satellite exhibition).

  Property, Plant and Equipment

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

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

  Total Revenues 

     The total revenue for the three and six months periods ending 
September 30, 1998, was $653,320 and $1,309,140 respectively, as 
compared to $485,773 and $3,131,940 for the same periods ending 

September 30, 1997.  The increase was due to the sale of the Rome, 
Georgia station in 1997.

  Operating Expenses

     Total operating expenses for the three and six months periods 
ending September 30, 1998, are $981,751 and $2.016,579 as compared 
to $1,1,499,122 and $2,774,515 during the same period ending 
September 30, 1997.  The change in expenses of $757,936 is summarized 
as follows:

     Decrease in Salaries and Wages                   $<100,777>

     Increase in Programming Fees                       <22,324>
     Increase in Cost of Goods Sold                      23,582
     Increase in Mine Development                      <943,833>
     Increase in General & Administrative Expense       211,585
     Increase in Depreciation and Amortization           73,381
     Increase in Interest Expense                           450

     NET INCREASE IN TOTAL EXPENSES                  $ <757,936>


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

  Net Gain


     The net gain <loss> after income tax estimate for the three  
and six month periods ending September 30, 1998 was $<328,431> and 
$<589,893>, compared to a gain of $<661,716> and $<722,751> during 
the six months ending September 30, 1997 and a gain of $233,063 
during the six months ended September 30, 1997.   The decreased income
during the first six months ended September 30, 1998, is due to the
sale of the station in Rome, Georgia in June 1997.  Operating costs 
were lower due to the suspension of mine development.

  Income Taxes

     See Page 8 Income Tax note.

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

  Liquidity and Capital Resources

     The Company initially financed its growth through loans and 
the sale of stock.  The Company will finance its future growth 
primarily from the sale of 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 September 30, 1998, and September 30, 1997, are 
summarized as follows:


                                   Sept. 30, 1998         Sept. 30, 1997
                                      Unaudited             Unaudited 

     Cash Flow From Operating 
       Activities                   $ <931,324>            $  135,406
     Cash Flow From Investing 
       Activities                   $  659,280             $1,424,134
     Cash Flow From Financing 
       Activities                   $  118,965             $  156,253
     Cash - Beginning of Period     $  490,985             $1,517,449

     Cash - End of Period           $  699,283             $2,206,778

     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 $2,252,814 in long term debt which 
is primarily for the purchase of the TVCN corporate headquarters 
building in Denver, Colorado, for the Basic Trade Area rights 
purchased during the FCC BTA Auction, and for Equipment Purchases.

     The Company's current assets and liabilities are $1,241,225 
and $1,683,123, 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 $90,780 
investments in government securities.  

     The President, a shareholder, and a Director, have advanced 
loans to the Company totaling $892,922.  

  Accounts Receivable and Payable

     The decrease in notes receivable as of September 30, 1998, 
is due to the receipt of note payments. 

  Advance from Stockholders

     During the period from March 31, 1998 to September 30, 1998, 
the Company repaid advances from stockholders totaling $11,381.

  Subscriber Deposits

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

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

PART II.     OTHER INFORMATION

   ITEM 1.      Legal Proceedings

     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 second 
quarter ending September 30, 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

     The Company held its annual Shareholders Meeting on 
October 16, 1997.  Approximately 37,592,436 shares of the 
41,188,454 shares outstanding attended the meeting in 
person or by proxy.  The management suggested slate of 
three Directors was elected, the MDA Stock Trade was 
ratified, sale of the Rome, Georgia station was approved, 
and the firm of Erhardt Keefe Steiner & Hottman, P.C. was 
ratified as independent auditors. 

     The votes in person or proxy were:

                           For           Against           Abstain

    Omar Duwaik          37,764,970       5,270             7,155
    Armand DePizzole     37,763,739       6,370             7,286
    Dennis Horner        37,764,370       5,870             7,155
    Ken Roznoy           37,764,570       5,670             7,155
    MDA Stock Trade      37,759,735       7,930             9,730
    Fund Reema           37,755,039       9,605            12,751
    EKS&H                37,768,544       1,831             7,020


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:  November 16, 1998
                                       /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, INC.



Date:  November 16, 1998 
                                       Omar A. Duwaik
                                       PRESIDENT/CEO





                                       Dennis J. Horner
                                       VICE PRESIDENT/TREASURER