FORM 10-KSB

               U.S. SECURITIES AND EXCHANGE COMMISSION

                         Washington, DC  20549

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

                For the fiscal year ended December 31, 2004

                      Commission File Number:  0-17170

                              TELVUE CORPORATION

      (Exact name of small business issuer as specified in its charter)

         Delaware                                       51-0299879
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

     16000 Horizon Way, Suite 500
       Mount Laurel, New Jersey                            08054
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code:  856-273-8888
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

      Title of Each Class

      Common, $0.01 per share par value

Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the Issuer was required to file such reports) and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X
                                                    ----
Indicate by check mark whether the registrant is an accelerated filer (As
defined in Rule 12b-2 of the Exchange Act.  Yes      No  X
                                                ----   ----
Indicate by check mark if disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.
                                              -------

The Issuer's revenue for the fiscal year ended December 31, 2004 was
$3,285,937.

The Aggregate Market Value of voting and non-voting common equity held by
non-affiliates of the Issuer as of February 22, 2005, based on a per share
average bid and asked price of $.03 was $285,423.

Number of shares of Issuer's common stock outstanding as of February 22,
2005: 24,857,274 shares.

Transitional Small Business Disclosure Format:  Yes       No   X
                                                             -----


                     DOCUMENTS INCORPORATED BE REFERENCE

Portions of the Registrant's definitive Proxy Statement for its 2005 Annual
Meeting of Shareholders, which definitive Proxy Statement will be filed with
the Securities and Exchange Commission not later than 120 days after the
Registrant's year end at December 31, 2004, are incorporated by reference
into Part III of this Form 10-KSB.


<PAGE>

                                PART I
ITEM 1.     BUSINESS

GENERAL

      TelVue Corporation, a Delaware corporation ("TelVue"), was incorporated
on November 26, 1986.  Until December 30, 1988, TelVue was a wholly owned
subsidiary of Science Dynamics Corporation ("Science"). On that date, TelVue's
shares of Common Stock were distributed to Science's shareholders of record
as of December 30, 1988, on the basis of three shares of TelVue's Common Stock
for each share of Science's Common Stock then outstanding.

     TelVue operated two business segments.  One segment is a marketing and
service company which sells automatic number identification ("ANI")
telecommunications services to the cable television industry for the automated
ordering of pay-per-view features and events (the "ANI service"). TelVue has
also developed and is marketing a new product and service called the TelVue
Virtual Television Networks (the "TVTN service").  The other business segment
operated under the name, Source Communications Group ("Source"), and
functioned as a communications solution provider and network integrator
serving clients mainly in the Mid-Atlantic States.  In the second quarter
of 2004, TelVue made a decision to discontinue the Source segment operations.

       The ANI service permits cable television companies to process special
ordering services without the attendant high-manpower requirements or extensive
physical plant and facilities that are otherwise required.  ANI systems
provide an electronic means of recording a subscriber's telephone number
together with information as to what program or service was ordered and by
whom, permitting cable television companies to then unscramble appropriate
signals for viewing by the ordering subscriber, all without any interactive
cable system and without any form of operator intervention.  At the time of
dialing the order, the recognition of the subscriber's telephone number is
automatically recorded by TelVue's ANI unit, presenting the subscriber with
both a confirmation and acknowledgment of receipt of his order.  In turn,
the automatically recorded information regarding placement of an order is
utilized by cable television companies for purposes of billing for such
specialized services.

      The ANI service segment is principally a service-oriented business,
and does not engage in the manufacture of equipment required to provide its
services. The equipment used is owned and installed by TelVue. The
equipment is located at TelVue's home office in Mt. Laurel, New Jersey.
The equipment provides enhanced service features, such as, "Custom
Greeting" which identifies the cable operator by name, "Title Speak"
which speaks the movie or event title, start-time and channel appearance
on accepted orders, and "Call Redirect" which automatically redirects
unaccepted order calls to the cable operator's customer service
representative for assistance.  TelVue believes that these enhanced
service features are necessary for it to remain competitive within the
pay-per-view ANI industry.  The equipment also speaks promotional messages
for products and services at the time a cable subscriber is placing an order
for a pay-per-view movie or event (the "PPV+ service").  During 2004, no
additional equipment purchases or software modifications were required
to provide ANI service.  TelVue serves cable television systems across the
United States via trunk lines and data circuits that it currently leases
from MCI. TelVue believes it receives a favorable trunk usage rate from MCI.

       As of December 31, 2004, TelVue had contracts to provide service
to 326 cable television systems, serving approximately 17.3 million full-
time subscribers and approximately 1.1 million part-time subscribers
compared to approximately 20.6 million full-time and 1.2 million part-
time cable subscribers served as of December 31, 2003.  Part-time
subscribers are subscribers who only use TelVue's ANI service for major
special events, such as boxing, wrestling and concerts.  TelVue believes
there is a loss of focus by cable operators on the pay-per-view product
line, primarily because of the amount of time cable operators are spending
on promoting new product lines such as digital service and high-speed
Internet access.  In addition, cable operators are moving their subscriber
base onto two-way digital ordering.  As a result of this shift in the
cable operators business, TelVue is experiencing a decline in the number
of subscribers it serves and expects a continued erosion of its subscriber
base (see Item 6, Management's Discussion and Analysis or Plan of
Operation, of this Report).

     TelVue's contracts with cable television system operators cover the
provision of ANI order entry services at a specified rate per subscriber
order.  Cable television systems are charged, in addition to their per
order fee, installation and setup fees, monthly data circuit fees,
enhanced feature fees and PPV+ service promotion fees.  Monthly charges
are due and payable to TelVue within twenty days after the end of each
month. Generally, the contracts carry an initial term of three years with
automatic renewal unless a party gives notice of non-renewal prior to the
renewal date, and may be terminated at will upon ninety days prior notice.
Each contract is also terminable upon default by a party.  In addition, the
contract is also assignable upon the sale or transfer of the business or
assets of the cable operator.

     The Source segment was acquired on March 9, 2001 for $1.3 million
pursuant to TelVue's acquisition of the assets of J.D. Kraengel and
Associates, Inc. f/k/a Dacon Corporation d/b/a Source Communications
Group, a Delaware corporation located in Mullica Hill, NJ.  The Source
segment sold and installed computer related equipment, network systems,
software, and data communications equipment.  In the second quarter
of 2004, TelVue made a decision to discontinue the Source segment
operations.  The decision to discontinue was a result of the ongoing losses
produced by the segment and the amount of time and resources required to
run the segment.  TelVue made an effort to sell a portion of the Source
segment but was not successful.  As of December 31, 2004, all Source
operations ceased.  TelVue has redirected its time and resources to growing
the TVTN business, which it believes will be more profitable.

     TelVue has developed a new product and service called TVTN and has
applied for a patent for the product.  TVTN is a system for displaying a
fully automated TV station-like display on a cable system access channel
using computer based digital technology. TVTN displays the programming as
graphics, text, imbedded music, and pictures with voice narration and can
run full motion video clips.  TelVue is currently marketing TVTN to municipal
governments as a means of providing richer and more robust TV programming
for their local Cable TV Government Access Channels.  Currently, most
municipalities use a simple TV display made up of only text messages with
background music. TelVue charges the municipalities monthly support fees
along with a one-time installation and programming fee.

     For information regarding TelVue's revenue, operations and assets,
please refer to TelVue's financial statements included at Item 7 of this
Report and Management's Discussion and Analysis or Plan of Operation
included at Item 6 of this Report.

LICENSES

     On July 8, 2003, TelVue filed for a patent for its TVTN service.
This service provides the operators of Cable TV Government Access Channels,
typically municipalities or schools, with the ability to generate a
computerized TV signal on those channels.  The TVTN signal is comprised
of pictures, headlines, voice-over narration, full motion video clips and
graphics.

     TelVue has developed and has in service a system that allows subscribers
to order pay-per-view movies and events from their provider using the
Internet.  TelVue holds United States Patent No. 6,286,139, issued September
4, 2001, related to this system.

     TelVue previously purchased Switched-access Audio Response Units
("SARUs") and one communication subsystem ("HP") from Atlas Telecom
(formerly Syntellect).  TelVue possesses a perpetual, no charge license for
the pay-per-view application software residing on the SARUs it currently owns
and for any future SARUs purchased. TelVue did not purchase any SARUs from
Atlas Telecom during 2004. There is no affiliation between TelVue and Atlas
Telecom other than a customer and supplier relationship.

     TelVue pays Telco Solutions, Inc. a monthly licensing fee for an exclusive
license within the United States for the use of pay-per-view application
software, which resides on two (2) communication subsystems ("HPs") that
TelVue owns.  TelVue purchases Link On equipment ("LINK ONs") from Telco
Solutions, Inc.  The LINK ONs are used to expand call capacity to accommodate
new customers.  The LINK ONs work in conjunction with the SARUs.  TelVue
had purchased LINK ONs in place of SARUs because the LINK ONs are more
cost effective.  TelVue pays Telco Solutions, Inc. a monthly licensing fee
for an exclusive license within the United States for the use of pay-per-
view application software residing on the LINK ONs.  TelVue did not purchase
any LINK ONs during 2004.

     TelVue also uses equipment purchased from Science.  Science holds
United States Patent No. 4,797,913 (issued January 10, 1989), encompassing
ANI ordering equipment and services employing the use of Feature Group D
services (the "Science Patent").  TelVue holds a perpetual, no charge and
nonexclusive license to use the Science patent.

MARKETING OF SERVICES

      Sales of TelVue's ANI services to date have been made to operating
cable television companies with a broad geographical distribution and to a
satellite distribution company.  Relations with all customers are good.
Unfortunately, many cable operators are moving their subscribers onto
digital two-way ordering and, as a result, the number of subscribers
TelVue serves is declining and it is unable to attract many new cable
customers to its ANI service.  TelVue's ANI service is not seasonal in
any material respect. Ordering problems common to all providers of pay-
per-view services include the geographically dispersed points of sale, the
high concentration of orders around the start time of a pay-per-view event
and the need to make the ordering mechanism sufficiently easy to accommodate
the impulsive purchasing patterns of ordering subscribers. TelVue believes
its services resolve these pay-per-view ordering problems.  As of December
31, 2004, there were three Multi System Operators ("MSOs") that
individually comprised more than 10% of TelVue's ANI service revenue.
One of these customers, Adephia Communications, discontinued TelVue's ANI
service on June 30, 2004.  Percentages of service revenue will vary as
cable operators continue to consolidate their systems with other cable
operators and as cable operators leave the ANI service.

      The TVTN service is marketed using direct mail and telemarketing to
municipal and school officials while attending various League of Municipality
and school Conferences to demonstrate the service.  In addition, trade shows
are used as a major marketing tool for the TVTN service.

COMPETITION

     TelVue uses telephone company grade, feature-laden equipment for its
automated pay-per-view order processing service.  TelVue has a reputation for
offering customer friendly features and excellent customer service. In
addition, TelVue offers 24-hour customer service and reliability with near
zero down time, particularly under heavy load during major special events.
TelVue's excellent customer service reputation has allowed it to continue its
preeminent position as a leading ANI pay-per-view service provider, even
though continued digital service rollout by cable operators has begun to erode
its subscriber base.

     TVTN currently has competition from software and hardware suppliers to
municipalities that operate Municipal/Educational cable access channels.
However, at this time, none of those competitors offer the monthly programming
and service level that TVTN offers.

EMPLOYEES

      At December 31, 2004, TelVue had eighteen full-time employees and one
part-time employee.  Additional personnel may be added as circumstances require.

BACKLOG

      TelVue's ANI service revenues are computed and assessed on the basis
of a fixed charge for every order placed with a subscribing customer for
specialized cable programming services or for other services transmitted
through its equipment.  The TVTN service revenues are computed and assessed
a fixed monthly support and initial installation fee. As a result, no form
of backlog exists, other than that which is represented by accumulated service
charge income, which has yet to be paid to TelVue.

RESEARCH AND DEVELOPMENT

     TelVue is principally a sales and marketing company.  Therefore, TelVue
does not anticipate it will perform any significant or material research and
development in the future.

ITEM 2.     PROPERTIES

      TelVue leases approximately 8,700 square feet of office space in the Mt.
Laurel, New Jersey, Horizon Way Corporate Center.  The lease expires May 31,
2006. The office space is used to house the equipment used to provide the
ANI service and the TVTN service as well as the executive, sales, secretarial
and technical support personnel.

ITEM 3.     LEGAL PROCEEDINGS

     TelVue has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent infringement
made against the cable operator by a third party.  The third party has
alleged to the cable operator that portions of the cable operator's pay-
per-view operations infringe one or more patents held by that party.  No
notice of alleged infringement has been received by TelVue from the third
party. TelVue has retained independent patent counsel to review the terms and
the alleged infringement.  TelVue is unable at this time to determine the
amount or extent of liability, if any, to the cable operator.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders through solicitation of
proxies or otherwise.

                             PART II

ITEM 5. MARKET FOR THE ISSUER'S COMMON STOCK AND RELATED
        SECURITY HOLDER MATTERS

      The Issuer's Common Stock is traded in the Over-the-Counter Market.
Over-the-Counter market quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commissions and may not represent actual transactions.
The range of high and low bid prices for TelVue's common stock for the two
most recent fiscal years, as reported by The NASDAQ Stock Market, Inc. is
as follows:

      QUARTER 2004                          HIGH                    LOW

        First                               $.12                   $.031

        Second                              $.055                  $.02

        Third                               $.055                  $.012

        Fourth                              $.04                   $.018


      QUARTER 2003

        First                               $.04                   $.03

        Second                              $.04                   $.03

        Third                               $.09                   $.015

        Fourth                              $.08                   $.031

      As of February 22, 2005, there were 324 holders of record of the Common
Stock of TelVue.

      TelVue has paid no cash dividends since its incorporation.  TelVue intends
to retain any future earnings for use in its business and has no present
intention to pay cash dividends on its Common Stock in the foreseeable future.
Holders of the Common Stock are entitled to share ratably in dividends when and
as declared by the Board of Directors out of funds legally available therefore.

     Shares of Common Stock which have had the same beneficial owner for a
continuous period in excess of two years prior to the record date of any meeting
of stockholders, are entitled to 10 votes per share in any matters submitted
for vote, at a meeting of stockholders.  All other stockholders have one vote
per share unless this limitation is waived by the Board of Directors.  As of
February 22, 2005, 18,088,544 shares of TelVue's Common Stock were entitled to
10 votes per share.  The remaining 6,768,730 shares of Common Stock were
entitled to one vote per share.  Mr. Lenfest owns 14,557,453 shares of Common
Stock, which are entitled to ten votes per share.

EQUITY COMPENSATION PLAN INFORMATION

                     NUMBER OF
                  SECURITIES TO BE    WEIGHTED-AVERAGE       NUMBER OF
                     ISSUED UPON     EXERCISE PRICE OF      SECURITIES
                     EXCERISE OF        OUTSTANDING          REMAINING
                      OUTSTANDING     OPTIONS, WARRANTS     AVAILABLE FOR
                  OPTIONS, WARRANTS      AND RIGHTS        FUTURE ISSUANCE
PLAN CATEGORY       AND RIGHTS       COMPENSATION PLANS      UNDER EQUITY
-------------     -----------------  ------------------    ---------------
   Equity
compensation plans
  approved by
security holders        1,626,667              $.048            7,846,250

  Equity
compensation plans
  not approved by
security holders             (a)                (a)                  (a)

                        ---------              -----            ---------
Total                   1,626,667              $.048            7,846,250
                        =========              =====            =========

(a) In December 1997, the Company adopted a director compensation plan.  Under
this plan, each non-employee director, other than the majority stockholder, is
compensated $500 for each meeting attended by receiving shares of common stock
issued at the higher of per share fair market value of the common stock as of
the board of directors meeting date or $.05 per share.

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW OF COMPANY:

    TelVue operated two business segments.  One segment is a marketing and
service company which sells ANI telecommunications services to the cable
television industry for the automated ordering of pay-per-view features and
events.  In addition, TelVue has developed and is marketing the new product
and service called TVTN.  The other business segment, Source, functioned as
a communications solution provider and network integrator serving clients
mainly in the Mid-Atlantic States.  In the second quarter of 2004, TelVue
made a decision to discontinue the Source segment operations (as discussed
below).

     The ANI service permits cable television companies to process special
ordering services without the attendant high-manpower requirements or
extensive physical plant and facilities that are otherwise required.  TelVue
serves cable television systems across the United States via trunk lines and
data circuits that it currently leases from MCI. TelVue believes it receives
a favorable trunk usage rate from MCI.

     Source was acquired on March 9, 2001 for $1.3 million pursuant to
TelVue's acquisition of the assets of J.D. Kraengel and Associates, Inc.
f/k/a Dacon Corporation d/b/a Source Communications Group, a Delaware
corporation located in Mullica Hill, NJ.  The Source segment sold and
installed computer related equipment, network systems, software, and data
communications equipment.  In the second quarter of 2004, TelVue made a
decision to discontinue the Source segment operations.

     TelVue has developed a new product and service called TVTN and has
applied for a patent for the product.  TVTN is a system for displaying a
fully automated TV station-like display on a cable system access channel
using computer based digital technology. TVTN displays the programming as
graphics, text, imbedded music, and pictures with voice narration and can
run full motion video clips.

RESULTS OF OPERATIONS:

     The following discussion deals, at some length, with the decrease in
operating income for year ended December 31, 2004 compared to December 31,
2003, and the reasons for the decrease.  TelVue further discusses the
continuing erosion in buy rates caused mostly by cable operator's aggressive
movement to digital services which limits the number of analog pay-per-view
channels available for content and allows the cable operator's customers to
order digital pay-per-view or video on demand via the set top box.  TelVue
also discusses the significant loss of a large portion of its subscriber base
due to cancellation notices received from Dish Network and Adelphia
Communications.  Finally, TelVue discusses its decision to discontinue the
operations of the Source segment and the marketing of its new TVTN service.

     The ANI segment had operating income of $139,468 for the year ended
December 31, 2004 compared to operating income of $1,818,692 for the year
ended December 31, 2003. The decrease in operating income was primarily due
to a decrease in ANI service revenue of $1,443,552 for year ended December 31,
2004 when compared to the same period of 2003.  As expected, pay-per-view buy
revenue decreased $393,085, and feature revenue decreased $869,976.  These
decreases were mainly due to a reduction in the number of subscribers served
during the year ended December 31, 2004 (as discussed below).  In addition to
the reduction in subscribers, the decrease in pay-per-view buy revenue was due
in part to a continuing reduction in the average monthly buy rate from 4.0% to
3.7% for the year ended December 31, 2003 and 2004, respectively.  TelVue
believes there is a loss of focus by cable operators on the pay-per-view product
line, primarily because of the amount of time cable operators are spending on
promoting new product lines such as digital service and high-speed Internet
access.  Service expenses decreased $192,257 for the year ended December 31,
2004 as compared to 2003.  This decrease was partially due to a reduction in
trunk and data link expenses as a result of serving fewer subscribers and a
reduction in technical payroll as a result of fewer technicians being employed
by TelVue during the year ended December 31, 2004, when compared to the same
period of 2003. As a result of the cable subscriber cancellations, especially
Adelphia Communications ("Adelphia") on June 30, 2004 and the pending
cancellation of Dish Network (as discussed below), TelVue expects to continue
to experience a decrease in revenue and an increase in net loss in the
immediate future.

     TVTN service revenue was $42,000 and $12,000 for the years ended December
31, 2004 and 2003, respectively.  As of December 31, 2004, TVTN was serving
eleven customers in the Southern New Jersey area.  These customers will
generate approximately $60,000 in total annual service revenue.  During 2004,
TelVue made presentations to a number of communities many of which are
considering adopting the TVTN service; however, long municipal decision and
approval processes are required.  To help speed TVTN penetration, shorten the
sale cycle, and assist clients in finding funding for the TVTN service,
TelVue began offering in January 2005 a sponsorship program that finds local
businesses as sponsors or underwriters for TVTN clients to help defray TVTN
charges.  In return, the TVTN client places an acknowledgement of the
sponsor's support on its town or school's access channel. TelVue believes
that many towns will adopt this method of funding TVTN charges.  During
January and February 2005, TelVue received commitments from five clients
under the new sponsorship model.  TelVue is initially marketing the TVTN
service regionally in New Jersey, Pennsylvania and Delaware.

     Selling and marketing expenses increased $247,673 for the year ended
December 31, 2004, compared to 2003.  The increase was partially a result
of an increase in compensation and payroll taxes and benefits of $187,850.
This is a result of $72,805 less payroll and payroll taxes and benefits
being allocated to the Source segment and a $111,645 increase in compensation
expense and payroll taxes related to marketing the TVTN service.  Travel and
entertainment related to the TVTN service increased $19,824 for the year
ended December 31, 2004. Advertising related to the TVTN service was $9,920
for the year ended December 31, 2004, compared to $0 for 2003.  Trade shows
and promotional materials for TVTN increased $11,602 for the year ended
December 31, 2004.

     General and administrative expenses increased $226,382 for the year
ended December 31, 2004, compared to 2003.  This increase was partially a
result of an increase in TVTN consulting expenses of $82,690 for the year
ended December 31, 2004.  Included in the 2004 consulting expenses was a fee
of $50,000 paid to The Heller Group, a firm who was engaged to develop a
business strategy for the TVTN product and service (see Note 13 of the
accompanying financial statements).  The increase in general and administrative
expenses was also due to accrued payroll of $100,000 related to the future
retirement of TelVue's President and CEO.  Legal expenses increased $21,385
partially as a result of work in relation to the TVTN service. Accounting
expenses increased $25,249 as a result of additional expenses related to
compliance with the Sarbanes Oxley Act of 2002.

     As of December 31, 2004, TelVue was serving approximately 17.3 million
full-time cable subscribers and 1.1 million part-time cable subscribers,
compared to approximately 20.6 million full-time and 1.2 million part-time
cable subscribers served as of December 31, 2003.  The part-time subscribers
did not significantly contribute to the revenue or service expenses for the
year ended December 31, 2004 and 2003. During the year ended December 31, 2004,
TelVue added approximately 1.2 million subscribers to its ANI service but
unfortunately lost approximately 4.6 million subscribers that cancelled the
ANI service.  The cable operators cancelled the ANI service primarily as a
result of moving their subscribers onto two-way digital service (as discussed
below).  The majority of the customer additions for the year ended December 31,
2004, were from the Dish Network. Dish Network informed TelVue that it will do
its ANI order processing internally and is transitioning its subscribers onto
its internal network. In the fourth quarter of 2003, Dish Network transitioned
its adult product traffic onto their internal network.  Dish Network initially
planned to have its remaining sports/event and movie traffic moved onto its
internal network during 2004, however they have continued to extend this time
line. Dish Network plans to have its remaining subscribers moved onto their
internal network sometime during the first quarter of 2005.  Dish Network
intends to continue to use TelVue for its monthly speech recording. Currently,
Dish Network contributes approximately 10% to TelVue's monthly ANI service
revenue.  When Dish Network has completed its transition period, the total
number of subscribers TelVue serves will be depleted by approximately 10.5
million, and the annual service revenue will be reduced by a net amount in
the range of approximately $160,000 to $190,000.  As of July 1, 2004,
Adelphia was no longer using TelVue's ANI service.  Adelphia is processing
its ANI orders internally.  TelVue served 1.5 million Adelphia subscribers
and Adelphia contributed approximately 25% to TelVue's monthly ANI service
revenue, or $1.1 million annually.

     There was a loss from discontinued operations before income tax benefit
from the Source segment of $438,536 for the year ended December 31, 2004,
respectively, which included a goodwill impairment charge of $350,000 (see
Notes 2 and 5 of the accompanying financial statements).  There was a provision
for income tax benefit related to the Source discontinued segment of $214,139
for the year ended December 31, 2004.

     TelVue had a net loss of $810,329 for the year ended December 31, 2004
compared to net income of $480,470 for the year ended December 31, 2003.
TelVue recorded an income tax expense of $731,720 and $682,517 for the years
ended December 31, 2004 and 2003, respectively.  At December 31, 2004, TelVue
recorded a valuation allowance of $660,531 to reduce its deferred tax asset
to zero.  The valuation allowance was recorded due to the uncertainty as to
whether future net income would be generated that would utilize TelVue's net
operating loss carry forward.  TelVue's federal net operating loss carry
forward was approximately $1,660,000 on a tax-reporting basis as of December
31, 2004 (see Note 11 to the accompanying financial statements).

     During the year ended December 31, 2004, TelVue purchased $191,548 of
equipment compared to $150,307 purchased during the year ended December 31,
2003.  The majority of the equipment purchased during the years ended December
31, 2004 and 2003, was for custom programming and equipment related to the
TVTN service.  Depreciation and amortization expense decreased $46,126 for
the year ended December 31, 2004, as a result of assets being fully
depreciated. Depreciation and amortization accounted for 4% and 5% of total
operating expenses for the year ended December 31, 2004 and 2003, respectively.

      TelVue's days for sales in average accounts receivable was 64 days at
December 31, 2004, compared to 60 days at December 31, 2003.  TelVue does
not offer incentives or discounts to its customers, nor has it changed its
credit terms with its customers.  TelVue maintained a bad debt reserve in
the amount of $82,701 as of December 31, 2004.  The majority of the reserve,
$78,605, represents 50% of the outstanding balance due from Adelphia as a
result of the bankruptcy filing date on June 25, 2002.  It is unknown when
TelVue will receive payment on these invoices or what portion of the
invoices will be paid.  TelVue had positive cash flow from operating
activities of $575,324 for the year ended December 31, 2004, compared to
positive cash flow of $815,627 for the year ended December 31, 2003.  The
decrease in cash flow over 2003 was mainly due to a reduction in ANI
service revenue (as described above).

LIQUIDITY AND CAPITAL RESOURCES:

     Since November 2, 1989, TelVue has funded its expansion and operating
deficit from the proceeds of the sale of shares of TelVue's Common Stock
and Preferred Stock to Mr. H.F. Lenfest, TelVue's majority stockholder
("Mr. Lenfest") and from loans from Mr. Lenfest. From November 1989 to
February 1996, TelVue borrowed an aggregate of $6,128,712 from Mr.
Lenfest. In addition to these borrowings, during January 1995, Mr.
Lenfest purchased, from Science Dynamics Corporation, TelVue's non-
interest bearing note in the amount of $541,000. On March 5, 2001,
TelVue borrowed $650,000 from Mr. Lenfest to fund a portion of the
Source acquisition, at an interest rate of prime plus one percent (1%)
compounded and due on or before January 1, 2004.  This loan was repaid
in its entirety in 2001. During the year ended December 31, 2003,
TelVue made total interest payments to Mr. Lenfest of $1,250,097,
thereby paying the accrued interest on prior borrowings in its entirety.
The aggregate outstanding loan balance due to Mr. Lenfest as of December
31, 2004 was $541,000 in loan principal for the non-interest bearing
Science Dynamics Corporation note.  TelVue intends to negotiate the
repayment terms of the $541,000 note with Mr. Lenfest and does not have
a payment schedule in place at this time.

     On March 9, 2001, with the acquisition of the assets of Source for
$1.3 million, TelVue paid $1,000,000 in cash and $300,000 pursuant to
a promissory note (the "Source Note") (see Note 7 of the accompanying
financial statements). The Source Note had a term of three years.
Interest only was payable monthly during year one at the rate of 8%
per annum. Beginning in year two, both principal and interest were
payable monthly at the rate of 5.06% per annum.  During the first
quarter of 2004, TelVue paid the remaining balance on the Source Note
in its entirety.

     TelVue's ability to fully fund its operating expenses has suffered
by the loss of a large number of its subscriber base.  As discussed
above, TelVue anticipates a continued decrease in revenue and an increase
in net loss for the immediate future.  In order to continue to fund a
majority of its operating expenses, TelVue needs to retain a reasonable
subscriber base level and grow the TVTN service into a profitable
business.  Management believes that over time, continued erosion will
occur in the subscriber base.  While maintaining the ANI pay-per-view
ordering business, TelVue intends to aggressively market and sell the
new TVTN service to government officials and the cable industry.
However, there can be no assurance that its marketing efforts will
be successful.  During the year ended December 31, 2004, TelVue added
1.2 million subscribers to its service but had 4.6 million subscribers
cancel service. The cable operators cancelled the ANI service primarily
as a result of moving their subscribers onto two-way digital service.
Furthermore, Dish Network has informed TelVue that they intend to begin
ANI order processing internally by transitioning their subscribers onto
their internal networks.

     In addition, revenues are affected by the buy rates of subscribers
connected to the ANI service.  TelVue has no control over the buy rates
and therefore cannot assure that buy rates will increase or will remain
at their current level.  As noted above, TelVue experienced a decrease
in the average monthly buy rate from 4.0% to 3.7% for the year ended
December 31, 2003 and 2004, respectively.  The movement of cable operators
to impulse ordering on digital cable systems is part of the reason for the
buy rate decrease noted above.  Cable operators are deploying digital
services to their customers.  These digital services allow cable operators
to offer additional channels and to offer additional pay-per-view channels.
Where cable operators have activated two-way cable plant (i.e. the operator
is able to send a signal to and receive a signal from its customer), the
digital service can also allow the cable operator to process ordering of
pay-per-view movies and events directly from its customers, without using
TelVue's service.  Management believes the long-term effect of deployment
of digital two-way service will negatively impact TelVue.  Some cable
operators with digital service, but only one-way cable plant, have chosen
to use TelVue's single number ordering technology for pay-per-view ordering.
Currently, there are 287 cable operators using ANI ordering technology for
their digital pay-per-view offerings.  TelVue intends to monitor developments
in the rollout of digital services by its cable operator customers and to
attempt to position TelVue to continue to be the cable operator's provider
of choice for processing pay-per-view orders.  However, there can be no
assurances that TelVue will be successful in this effort.

ITEM 7.    FINANCIAL STATEMENTS

      The Financial Statements are set forth in this report beginning at
page F-1.

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURE

      There have been no disagreements of any nature at any time with
TelVue's auditors with regard to any aspect of TelVue's financial
statements, its financial disclosure or its accounting practices.

ITEM 8A.  DISCLOSURE CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures.  TelVue's
Chief Executive Officer and its Treasurer (Controller), have evaluated
the effectiveness of TelVue's disclosure controls and procedures (as
defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-
15(e) of the Securities Exchange Act of 1934, as amended) as of the end
of the period covered by this report.  Based upon that evaluation,
TelVue's Chief Executive Officer and its Treasurer (Controller) have
concluded that TelVue's disclosure controls and procedures were adequate
and effective to ensure that material information relating to TelVue
would be made known to them by others within the company, particularly
during the period in which this annual report on Form 10-KSB was being
prepared.

     (b) Changes in Internal Controls. During the annual period covered
by this report, there were no changes in TelVue's internal control over
financial reporting that has materially affected, or is reasonably likely
to materially affect TelVue's internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION
          None

                            PART III

ITEM 9.     DIRECTORS AND EXECUTIVE OFFICERS OF ISSUER

     The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2005 Annual Meeting of
Shareholders that will be filed not later than April 30, 2005.

ITEM 10.    EXECUTIVE COMPENSATION

     The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2005 Annual Meeting of
Shareholders that will be filed not later than April 30, 2005.


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2005 Annual Meeting of
Shareholders that will be filed not later than April 30, 2005.

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      At December 31, 2004, TelVue was indebted to Mr. Lenfest in the
principal amount of $541,000.

           Other related transactions are described in Notes 3, 6, and
13 of the 2004 Financial Statements of TelVue.


ITEM 13.    EXHIBITS AND FINANCIAL STATEMENTS

FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm dated
      March 23, 2005.

      Balance Sheets as of December 31, 2004 and 2003.

      Statements of Operations for the years ended December 31, 2004
      and 2003.

      Statements of Stockholders' Deficit for the years ended December
      31, 2004 and 2003.

      Statements of Cash Flows for the years ended December 31, 2004
      and 2003.

      Notes to Financial Statements.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
TelVue Corporation


We have audited the accompanying balance sheets of TelVue Corporation (a
Delaware corporation) as of December 31, 2004 and 2003, and the related
statements of operations, stockholders' deficit and cash flows for the
years then ended.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of TelVue Corporation as
of December 31, 2004 and 2003, and the results of its operations and its
cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.


/s/ Pressman Ciocca Smith LLP
Huntingdon Valley, Pennsylvania
March 23, 2005


TelVue Corporation
Balance Sheets
December 31, 2004 and 2003

  ASSETS                                                 2004         2003
                                                         ----         ----
  CURRENT ASSETS
    Cash and cash equivalents                      $ 1,206,219    $  842,601
    Accounts receivable - trade, net of
      allowance for doubtful accounts of
      $82,701 in 2004 and $84,571 in 2003              483,045       669,220
    Deferred tax asset                                       -       350,000
    Other current assets                                30,327        44,603
    Current assets from discontinued
      operations                                        48,572       342,628
                                                    ----------     ---------

TOTAL CURRENT ASSETS                                 1,768,163     2,249,052

  PROPERTY AND EQUIPMENT                             5,719,740     5,375,699
    Less accumulated depreciation                    5,405,245     5,184,372
                                                    ----------     ---------
                                                       314,495       191,327

  OTHER ASSETS
    Other assets from discontinued
      Operations                                            -        418,197
    Deferred tax asset                                      -        167,581
    Other assets                                        8,800          8,800
                                                   ----------     ----------
                                                        8,800        594,578
                                                   ----------     ----------
                                                   $2,091,458     $3,034,957
                                                   ==========      =========

See accompanying notes.

TelVue Corporation
Balance Sheets (continued)
December 31, 2004 and 2003


  LIABILITIES AND STOCKHOLDERS' DEFICIT                 2004          2003
                                                        ----          ----
  CURRENT LIABILITIES
    Note payable - current                         $  541,000     $   39,178
    Accounts payable                                  101,958        114,444
    Accrued expenses                                  267,007        138,642
    Accrued dividends payable                       2,955,708      2,533,464
    Current liabilities from discontinued
      operations                                        8,948        219,319
                                                    ---------      ---------
TOTAL CURRENT LIABILITIES                           3,874,621      3,045,047

  NOTE PAYABLE - MAJORITY STOCKHOLDER                       -        541,000

  REDEEMABLE CONVERTIBLE PREFERRED STOCK
   $1 par value, 6,900,000 shares authorized,
     3,518,694 shares, issued and outstanding,
     (liquidation value $6,474,402)                 3,518,694      3,518,694

  STOCKHOLDERS' DEFICIT
    Common stock, $.01 par value, 100,000,000 shares
      authorized, 24,857,274 and 24,847,274 shares
       issued and outstanding at December 31,
       2004 and 2003, respectively                    248,573        248,473
    Additional paid-in capital                      1,588,953      1,588,553
    Accumulated deficit                            (7,139,383)    (5,906,810)
                                                   ----------     ----------
                                                   (5,301,857)    (4,069,784)
                                                   ----------     ----------
                                                  $ 2,091,458    $ 3,034,957
                                                   ==========     ==========
See accompanying notes.

TelVue Corporation
Statements of Operations
Years Ended December 31, 2004 and 2003


                                                        2004          2003
                                                        ----          ----

 REVENUES                                         $ 3,285,937    $ 4,729,489

 OPERATING EXPENSES
   Service                                          1,451,383      1,643,640
   Selling and marketing                              676,090        428,417
   General and administrative                         905,790        679,408
   Depreciation                                       113,206        159,332
                                                   ----------     ----------
                                                    3,146,469      2,910,797
                                                   ----------     ----------
OPERATING INCOME                                      139,468      1,818,692

 OTHER INCOME (EXPENSE)
   Interest expense - related party                         -        (43,869)
   Interest expense - other                              (331)        (6,176)
   Interest income                                      6,651          4,314
                                                   ----------     ----------
                                                        6,320        (45,731)
                                                   ----------     ----------
INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES                        145,788      1,772,961

 INCOME TAX EXPENSE                                   731,720        682,517
                                                   ----------     ----------
INCOME (LOSS) FROM CONTINUING OPERATIONS             (585,932)     1,090,444

 DISCONTINUED OPERATIONS
   Loss from operations of discontinued component,
     including goodwill impairment charges of
     $350,000 in 2004 and $450,000 in 2003           (438,536)      (991,761)
   Provision for income tax benefit                   214,139        381,787
                                                   ----------     ----------
                                                     (224,397)      (609,974)
                                                   ----------     ----------
NET INCOME (LOSS)                                    (810,329)       480,470

DIVIDENDS ON REDEEMABLE CONVERTIBLE
   PREFERRED STOCK                                   (422,244)      (422,244)
                                                   ----------     ----------
NET INCOME (LOSS) AVAILABLE
TO COMMON STOCKHOLDERS                            $(1,232,573)   $    58,226
                                                   ==========     ==========

BASIC NET INCOME (LOSS) PER COMMON SHARE:
   From continuing operations                     $     (0.04)   $      0.03
   From discontinued operations                         (0.01)         (0.03)
                                                   ----------     ----------
                                                  $     (0.05)   $         -
                                                   ==========     ==========
DILUTED NET INCOME (LOSS) PER COMMON SHARE:
   From continuing operations                     $     (0.04)   $      0.01
   From discontinued operations                         (0.01)         (0.01)
                                                   ----------     ----------
                                                  $     (0.05)   $         -
                                                   ==========     ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING                       24,853,137     24,822,315
                                                   ==========     ==========

See accompanying notes.

TelVue Corporation
Statements of Stockholders' Deficit
Years Ended December 31, 2004 and 2003


                                      Additional                     Total
                              Common   Paid-In     Accumulated  Stockholders'
                              Stock    Capital      Deficit        Deficit
                            ------------------------------------------------
BALANCE, JANUARY 1, 2003   $ 248,173  $1,587,353  $(5,965,036)   $(4,129,510)

Accrued dividends on
 redeemable convertible
 preferred stock                   -           -     (422,244)      (422,244)
Issuance of 30,000 shares
  of common stock                300       1,200            -          1,500
Net income                         -           -      480,470        480,470
                             -------    --------    ---------     ---------

BALANCE, DECEMBER 31, 2003   248,473   1,588,553   (5,906,810)    (4,069,784)

Accrued dividends on
 redeemable convertible
 preferred stock                   -           -     (422,244)      (422,244)
Issuance of 10,000 shares of
 common stock                    100         400            -            500

Net loss                           -           -     (810,329)      (810,329)

BALANCE, DECEMBER 31, 2004 $ 248,573  $1,588,953  $(7,139,383)   $(5,301,857)
                            ========   =========   ==========     ==========

See accompanying notes.


TelVue Corporation
Statements of Cash Flows
Years Ended December 31, 2004 and 2003


CASH FLOWS FROM OPERATING ACTIVITIES                    2004       2003
                                                        ----       -----

    Net income (loss)                               $(810,329)    480,470
    Loss from discontinued operations                 224,397     609,974
                                                     --------   ---------
    Income (loss) from continuing operations         (585,932)  1,090,444
    Adjustments to reconcile income (loss) from
      continuing operations to net cash provided
      operating activities:
      Depreciation                                    113,206     159,332
      Deferred tax expense                            731,720     681,782
    Changes in operating assets and liabilities:
      Accounts receivable - trade                     186,175     158,350
      Other current assets                             14,276     (22,470)
      Accounts payable                                (12,486)     (9,090)
      Accrued expenses                                128,365     (36,493)
      Accrued interest - majority stockholder               -  (1,206,228)
                                                     --------   ---------
NET CASH PROVIDED BY
OPERATING ACTIVITIES                                  575,324     815,627

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchases of property and equipment              (191,548)   (150,307)
    Discontinued operations                            18,520    (319,906)
                                                     --------   ---------
NET CASH (USED IN)INVESTING ACTIVITIES               (173,028)   (470,213)

CASH FLOWS FROM FINANCING ACTIVITIES
    Debt reduction - notes payable - other            (39,178)   (156,372)
    Issuance of common stock                              500       1,500
                                                     --------   ---------
NET CASH (USED IN)FINANCING ACTIVITIES                (38,678)   (154,872)
                                                     --------   ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS             363,618     190,542

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR        842,601     652,059
                                                     --------   ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR           $1,206,219  $  842,601
                                                    =========   =========
See accompanying notes.


TelVue Corporation
Notes to Financial Statements
December 31, 2004 and 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of TelVue Corporation
("the Company") is presented to assist in understanding its financial
statements.  These accounting policies conform to accounting principles
generally accepted in the United States of America and have been
consistently applied in the preparation of the financial statements.

Business Activity and Concentration of Credit Risk

The Company sells automatic number identification telecommunications
services ("ANI services") to the cable television industry throughout the
United States for the automated ordering of pay-per-view features and
events.  The Company grants credit to cable television operators
throughout the nation.  Consequently, the Company's ability to collect the
amounts due from customers is affected by economic fluctuations in the
cable television industry.

The Company maintains cash balances at a financial institution located in
the Philadelphia area.  Accounts at this institution are insured by the
Bank Insurance Fund up to $100,000.  The Company maintains cash balances
in excess of the insured amount.

During 2004 and 2003, three customers accounted for 72% and 78% of sales
from continuing operations, respectively and accounted for 56% and 80% of
receivables in continuing operations at December 31, 2004 and 2003,
respectively.

Currently, the Company's primary source of financing is the majority
stockholder.  In the past, the Company has not sought to obtain
significant funding from third parties on terms that are acceptable to the
Company.

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and reported amounts
of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all
short-term debt securities purchased with an original maturity of three
(3) months or less to be cash equivalents.

Accounts Receivable - Trade

Trade accounts receivable are stated at the amount management expects to
collect from outstanding balances.  Management provides for probable
uncollectible amounts through a charge to earnings and a credit to a
valuation allowance based on its assessment of the current status of
individual accounts.  Balances that are still outstanding after management
has used reasonable collection efforts are written off through a charge to
the valuation allowance and a credit to trade accounts receivable.

Property and Equipment

Property and equipment are stated at cost.  Depreciation and amortization
are provided over the estimated useful lives using the straight-line
method.  Amortization of leasehold improvements is included with
depreciation expense and is provided over the shorter of the remaining
lease term or estimated useful life.  Property and equipment consists
primarily of operating equipment.  For income tax purposes, recovery of
capital costs for property and equipment is made using accelerated methods
over statutory recovery periods.

Expenditures for renewals and betterments that extend the useful lives of
property and equipment are capitalized.  Expenditures for maintenance and
repairs are charged to expense as incurred.

Valuation of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the
Company periodically evaluates whether events or circumstances have
occurred that indicate that the remaining useful lives of its long-lived
assets, including property and equipment and definite-lived intangible
assets, should be revised or that the remaining balance of such assets may
not be recoverable using objective methodologies.  Such methodologies
include evaluations based on cash flows generated by the underlying assets
or other determinants of fair value.  As of December 31, 2004, management
believes that no revisions to the remaining lives or write-downs of
carrying values are required.

In accordance with SFAS 142, the Company evaluates, at least annually, the
recoverability of goodwill using objective methodologies.  Such
methodologies include evaluations based on cash flows generated by the
underlying assets or other determinants of fair value.  If the carrying
value is greater than the fair value, an impairment charge is recognized
in the statement of operations to reduce the carrying value to the fair
value.

Revenue Recognition

The Company recognizes ANI service revenues in the month service is
provided, net of an estimate for programs not billable by the cable
television operator.

Income Taxes

The Company uses the asset and liability method of accounting for income
taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".
SFAS 109 requires recognition of deferred tax assets and liabilities for
the expected future tax consequences of events that have been recognized
in the financial statements or tax returns.  Under this method, deferred
tax liabilities and assets are determined based on the differences between
the financial statement carrying amounts and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.  The measurement of deferred tax
assets is reduced, if necessary, by a valuation allowance for any tax
benefits which are not expected to be realized.  Differences between
financial reporting and tax bases arise most frequently from differences
in timing of income and expense recognition.  Deferred income tax expense
is measured by the change in the net deferred income tax asset or
liability during the year.

Stock - Based Compensation

The Company accounts for stock-based compensation in accordance with APB
Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations, as permitted by SFAS No. 123, "Accounting for Stock-Based
Compensation."  Compensation expense for stock options is measured as the
excess, if any, of the quoted market price of the Company's stock at the
date of the grant over the amount an employee must pay to acquire the
stock.  Compensation expense for restricted stock awards is recorded
annually based on the quoted market price of the Company's stock at the
date of the grant and the vesting period.

Advertising

The Company follows the policy of charging the costs of advertising to
expense as incurred.  Advertising expense is included in selling and
marketing expense in the accompanying statements of operations.

NOTE 2 - DISCONTINUED OPERATIONS

During 2004, the Company discontinued the business segment that functioned
as a communications solution provider and network integrator serving
clients mainly in the Mid-Atlantic States.  The 2004 and 2003 financial
statements and notes thereto have been restated to reflect continuing
operations of the Company.  The balance sheet details of assets and
liabilities from discontinued operations at December 31, 2004 and 2003 is
as follows:

                                                  2004         2003
                                                  ----         ----
 Current assets
    Accounts receivable - trade              $    48,572   $   147,174
    Inventory                                          -       184,973
    Other current assets                               -        10,481
                                               ---------    ----------
                                                  48,572       342,628
 Other assets
    Property and equipment, net
      of accumulated depreciation                      -        65,280
    Goodwill                                           -       350,000
    Covenant not to compete, net
      of accumulated amortization                      -         2,917
                                               ---------    ----------
                                                       -       418,197
                                               ---------    ----------
                                             $    48,572   $   760,825
                                               =========    ==========

 Current liabilities
    Notes payable - current                  $         -   $       774
    Accounts payable - trade                           -       178,940
    Accrued expenses                               8,948        25,243
    Deferred service revenue                           -        14,362
                                              ----------    ----------
                                             $     8,948   $   219,319
                                              ==========    ==========


The summarized results of discontinued operations for the years ended
December 31, 2004 and 2003 are as follows:


                                                  2004         2003
                                                  ----         ----

 Revenues                                    $ 1,123,628   $ 1,468,425

 Cost of revenues                                940,596     1,291,508
                                              ----------     ---------
                                                 183,032       176,917
 Operating expenses
    Selling, general and administrative          240,426       668,204
    Goodwill impairment charge                   350,000       450,000
    Depreciation and amortization                 33,516        52,403
                                              ----------     ---------
                                                 623,942     1,170,607
                                              ----------     ---------

Operating loss                                  (440,910)     (993,690)
 Other income                                      2,374         1,929
                                              ----------     ---------
Loss from discontinued operations before
 income taxes                                $ (438,536)   $ (991,761)
                                              ==========    ==========

NOTE 3 - SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                                                  2004           2003
                                                  ----           ----
Cash paid (refunded) during the year:
  Income taxes                               $   (20,482)   $    15,178
                                              ==========     ==========
  Interest - related party                   $         -    $ 1,250,097
  Interest - other                                   331          6,176
                                              ----------      ---------
  Interest - continuing operations                   331      1,256,273
  Interest - discontinued operations                  11            233
                                              ----------      ---------
                                             $       342    $ 1,256,506
                                              ==========      =========

Noncash Investing and Financing Transactions

The Company accrued dividends on its redeemable convertible preferred
stock of $422,244 in 2004 and 2003.


NOTE 4 - PROPERTY AND EQUIPMENT

A schedule of property and equipment of continuing operations at December
31, 2004 and 2003, is as follows:

                                                              Estimated
                                                             Useful Lives
                                       2004        2003       in Years
                                  ------------------------------------------

  Operating equipment              $5,302,196    $5,071,978       3-5
  Office furniture and equipment      350,053       257,632       3-5
  Leasehold improvements               46,089        46,089        5
  Vehicle                              21,402             -        5
                                   ----------    ----------
                                   $5,719,740    $5,375,699
                                   ==========    ==========


NOTE 5 - GOODWILL

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and
Other Intangible Assets", under which goodwill is no longer amortized but
instead is assessed for impairment at least annually.  During 2004 and
2003, the Company performed its annual fair value assessment and
determined that impairment charges of $350,000 and $450,000, respectively,
were necessary to reduce the carrying value of goodwill to its implied
fair value.  These charges are included in Discontinued Operations in the
accompanying Statements of Operations.


NOTE 6 - NOTE PAYABLE - MAJORITY STOCKHOLDER

In January 1995, the Company's majority stockholder acquired from Science
Dynamics Corporation ("SDC") an unsecured note in the amount of $541,000.
The note is noninterest bearing and repayment is restricted to cash not
needed for operations as determined by the Company.

As of December 31, 2003, all accrued interest has been paid in full.
Unpaid accrued interest on lines of credit that had been paid in full
accrued interest at the rate of the underlying line of credit.


NOTE 7 - NOTE PAYABLE

Note payable of continuing operations consisted of the following at
December 31, 2004 and 2003:

                                               2004           2003
                                               ----          ----

    Note payable - individual (a)             $    -        $39,178

(a)  In connection with the acquisition of assets in 2001, the Company
     issued a promissory note in the amount of $300,000 to the seller.
     During the first twelve (12) months that commenced on April 1, 2001,
     interest only, at eight percent (8%), was payable in monthly
     installments.  Beginning April 1, 2002, the note was payable in
     monthly installments of $13,169, including interest at 5.06%.  The
     note matured on February 1, 2004.


NOTE 8 - LEASE COMMITMENTS

The Company leases office facilities and trunk lines and data circuits.
Future minimum lease payments under non-cancelable operating leases with
initial terms of one year or more consisted of the following at December
31, 2004:

Year Ending December 31,

      2005                             $117,888
      2006                               49,120
                                       --------
                                       $167,008
                                       ========

Rental expense under the operating lease for office facilities amounted to
$138,027 and $124,082 for the years ended December 31, 2004 and 2003,
respectively.

It is expected that, in the normal course of business, expiring leases
will be renewed or replaced by leases on other properties; thus, it is
anticipated that future minimum operating lease commitments will not be
less than the amount incurred in 2004.


NOTE 9 - CAPITAL STOCK

Common Stock Voting Rights and Concentration of Control

Shares of common stock, which have had the same beneficial owner for a
continuous period in excess of 2 years prior to the record date of any
meeting of stockholders, will be entitled to 10 votes per share in any
matters submitted for vote at a meeting of stockholders.  All other
stockholders have one vote per share unless this limitation is waived by
the Board of Directors.

In November 1989, the Company issued 12,896,968 shares of common stock for
$1,250,000 to an individual who effectively acquired control of the
Company.  In January 1995, this individual acquired an additional
1,660,485 shares of common stock of the Company from SDC.

Redeemable Convertible Preferred Stock

In April 1990, the Company issued 1,250,000 shares of Class A Redeemable
Convertible Preferred Stock ("Preferred Stock") for $1,250,000.  The
Preferred Stock has a par value of $1 per share and pays a cumulative $.06
semiannual dividend.  The dividend is payable in cash or additional shares
of Preferred Stock at $1 per share, at the option of the Company.  Each
share of Preferred Stock is convertible into 6.667 shares of common stock
at any time, at the option of the holder.  The Preferred Stock has a
preference of $1 per share plus unpaid dividends in the event of
liquidation.  The Company may redeem the Preferred Stock at any time for
$2 per share.  The stockholder of the Preferred Stock is the majority
stockholder.  The majority stockholder can designate all of the Company's
directors and, therefore, could influence the Company's willingness to
cause redemption of the Preferred Stock.  As a result, the Preferred Stock
has been classified outside of the stockholders' deficit section of the
accompanying balance sheets.

Common Stock Warrants

In connection with a prior line of credit, the Company agreed to issue
warrants to the majority stockholder to purchase 29,915,160 shares of the
Company's common stock for $.01 per share, the fair market value of the
common stock on the grant date.  The warrants provide for adjustments of
the exercise price and the number of shares issuable thereunder in the
event that the Company issues additional shares of common stock and other
events as defined in the warrant agreement.  The warrant holder is
entitled, at the Company's expense, to certain registration rights under
the Securities Act of 1933 in connection with any shares of the Company's
common stock issued pursuant to the exercise of the warrants.

Earnings Per Common Share

Basic earnings per common share is computed by dividing net income, after
deduction of preferred stock dividends, by the weighted average number of
shares outstanding.  Diluted earnings per common share is computed by
dividing net income, after deduction of preferred stock dividends, when
applicable, by the weighted average number of shares outstanding adjusted
to include incremental common shares that would have been outstanding if
potentially dilutive common shares had been issued.  The following table
reconciles amounts reported in the financial statements.

                                       Year Ended December 31, 2004
                                  -------------------------------------
                                     Income        Shares           Per
                                     (Loss)                        Share
                                   (Numerator)  (Denominator)      Amount

 Net (loss) from continuing
   operations                      $  (585,932)
 Preferred dividends                  (422,244)
                                   -----------

 Net (loss) from continuing
   operations available to
   common stockholders, basic
   and diluted earnings per share  $(1,008,176)   24,853,137    $ (0.04)
                                   ===========   ===========    =======


                                       Year Ended December 31, 2003
                                  ---------------------------------------
                                     Income        Shares           Per
                                                                   Share
                                   (Numerator)  (Denominator)      Amount

 Net income from continuing
    Operations                     $ 1,090,444
 Preferred dividends                  (422,244)
                                   -----------
 Net income from continuing
   operations available to
   common stockholders, basic
   earnings per share                  668,200   24,822,315        $.03

 Effect of dilutive securities
   Warrants                                  -   29,915,160
   Convertible preferred stock         422,244   38,590,299
   Vested unexercised stock options          -    1,084,575
                                   ------------  ----------

 Net income from continuing
   operations available to
   common stockholders, diluted
   earnings per share              $ 1,090,444   94,412,349        $.01
                                   ===========   ===========    =======

The 2004 diluted earnings per share computation does not include shares
issued pursuant to warrants, convertible preferred stock and vested
unexercised stock options because the effect would be antidilutive.


NOTE 10 - STOCK COMPENSATION PLANS

Director Compensation Plan

In December 1997, the Company adopted a director compensation plan.  Under
this plan, each non-employee director, other than the majority stockholder
is compensated $500 for each meeting attended by receiving shares of
common stock issued at the higher of the per share fair market value of
the common stock as of the board of directors meeting date or $.05 per
share.

Stock Option Plan

In May 1999, the Company established the TelVue Corporation 1999 Stock
Option Plan (the "Plan").  Under the Plan, the Company may grant options
to acquire up to 10 million shares of common stock.  Options granted under
the Plan are intended to be incentive stock options ("ISO").  The exercise
price of each ISO will not be less than the market price of the Company's
stock on the date of the grant.  The exercise price for an option, which
is not an ISO, will not be less than 50% of the market price of the
Company's stock on the date of the grant.  The options expire ten years
after the date of the grant or at the expiration of the plan, which is
June 28, 2009.  Options vest ratably over three years, beginning one year
after the date of grant.  Employees hired prior to January 1, 1995, are
entitled to immediate vesting of 25% of their options.  A summary of
option activity follows:

                                                    Options Outstanding
                                                ---------------------------
                                                               Weighted
                                                               Average
                                                 Options    Exercise Price
                                                ---------  ----------------
  Balance, December 31, 2002                    1,200,417       $  .072
  Forfeited                                      (257,500)
                                                ---------

  Balance, December 31, 2003                      942,917       $  .078
  Granted and assumed                             770,000
  Forfeited                                       (86,250)
                                                ---------

  Balance, December 31, 2004                    1,626,667       $  .048
                                                =========

There was no significant difference between the amount of compensation
recognized and the amount that would have been recognized had compensation
expense been determined under the provisions of SFAS No. 123.

The following table summarizes the status of stock options outstanding and
exercisable at December 31, 2004:

                                              Weighted
                                              Average
                                             Remaining
                Exercise      Options       Contractual      Options
                 Price      Outstanding     Life (Years)     Exercisable
              ----------------------------------------------------------
                $.025        770,000           4.5             385,000
                $.045         20,000           4.5              20,000
                $ .07        836,667           4.5             836,667
                           ---------                         ---------
Total                      1,626,667                         1,241,667
                           =========                         =========
Weighted Average
Exercise Price               $  .048                           $  .056
                             =======                            ======

NOTE 11 - CORPORATE INCOME TAXES

The provisions for income tax expense from continuing operations consist of the
following components:

  Current                                             2004           2003
                                                      ----          -----
    Federal                                         $     -      $      -
    State                                             5,700           735
                                                    -------       -------
                                                      5,700           735
  Deferred
    Federal                                          59,690       516,720
    State                                             5,799       165,062
                                                    -------       -------
                                                     65,489       681,782
    Valuation allowance increase                    660,531             -
                                                    -------       -------
                                                    726,020       681,782
                                                    -------       -------
                                                   $731,720      $682,517
                                                    =======       =======


The categories of temporary differences that give rise to deferred tax
assets and liabilities are as follows:

                                       Federal                 State
                                   2004       2003       2004       2003
                               ------------------------------------------

Deferred Tax Assets:

  Intangible assets            $       -   $ 203,201   $      -   $ 61,826
  Allowance for bad debts         25,482      28,042      7,753      8,532
  Net operating loss
   Carryforward                  564,316     221,654     94,665      3,783
                                --------    --------   --------   --------

Gross Deferred Tax Asset         589,798     452,897    102,418     74,141

Deferred Tax Liabilities:
  Property and equipment,
   principally due to
   differences in depreciation   (24,294)     (7,251)    (7,392)    (2,206)
                                --------    --------   --------   --------
Net Deferred Tax Asset Before
  Valuation Allowance            565,504     445,646     95,026     71,935
  Valuation allowance           (565,504)          -    (95,026)         -
                                --------    --------   --------   --------

Net Deferred Tax Asset         $       -   $ 445,646   $      -   $ 71,935
                                ========    ========    =======    =======

In assessing the realizability of deferred tax assets, management
considers whether it is more likely than not that some portion or all of
the deferred tax assets will not be realized.  The ultimate realization of
deferred tax assets is dependent upon the generation of future taxable
income during the periods in which temporary differences are deductible
and carryforwards are available.  Due to the uncertainty of the Company's
ability to realize the benefit of the deferred tax assets, the net
deferred tax assets are fully offset by a valuation allowance at December
31, 2004.  Inherent uncertainty regarding the creation and development of
a market for the Company's developing TVTN (TelVue Virtual Television
Networks) product and service has prevented the Company from reaching the
"more likely than not" conclusion required under the applicable literature
to recognize deferred tax assets on its balance sheet at December 31,
2004.

The Company has a net operating loss carryforward for Federal income tax
purposes of approximately $1,660,000 on a tax-reporting basis.  The
carryforward will begin to expire in 2010, if not utilized.

The reconciliation of reported income tax expense to the amount of income
tax expense that would result from applying the U.S. Federal income tax
rate of 34% to pretax income is as follows:

                                                      2004          2003
                                                      ----          ----

   Federal income tax at statutory rates           $ 49,568      $602,807
   State income tax, net of federal benefit           7,589       109,426
   Valuation allowance                              660,531             -
   Other                                             14,032       (29,716)
                                                   --------      --------
                                                   $731,720      $682,517
                                                   ========      ========

NOTE 12 - PENSION PLAN

The Company maintains a Salary Reduction Simplified Employee Pension
("SARSEP") plan under section 408(k) of the Internal Revenue Code for all
eligible employees.  Employees are eligible to participate if they are at
least 21 years old and have been employed by the Company for at least 90
days.  Under the plan, employees may elect to defer up to 12.5% of their
salary, subject to Internal Revenue Service limits.  The Company matched
fifty percent (50%) of 2004 and 2003 contributions by participating
eligible employees up to five percent (5%) of their salary, for a maximum
matching contribution of 2.5% of salary.  The Company's contributions for
2004 and 2003 amounted to $24,077 and $25,847, respectively, in its
continuing operations.


NOTE 13 - RELATED PARTY TRANSACTIONS

The Company has an unsecured note payable to the majority stockholder.
(See Note 6).

During 2004, Neil Heller, a former Director of TelVue who resigned on
September 10, 2004, served as a consultant to TelVue through The Heller
Group to provide a business analysis for the TVTN product and service.
TelVue paid The Heller Group $50,000 for its services which were completed
in the first quarter of 2004.


NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:

Cash and Cash Equivalents, Receivables, Accounts Payable, Accrued Expenses
and Notes Payable

The carrying amount approximates fair market value because of the short
maturity of those instruments


NOTE 15 - COMMITMENTS AND CONTINGENCIES

The Company has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent
infringement made against the cable operator by a third party.  The third
party has alleged to the cable operator that portions of the cable
operator's pay-per-view operations infringe one or more patents held by
such party.  The Company has not received any notice of alleged
infringement from the third party.  The Company has retained independent
patent counsel to review the third party patents and the alleged
infringement.  The Company is unable at this time to determine if it has
liability under the indemnity provisions of the contracts with the cable
operator or the amount of such liability if it exists.



<PAGE>

EXHIBITS

3.1    Certificate of Incorporation of TelVue (incorporated by
       reference to TelVue's Registration Statement on Form S-8, dated
       March 30, 1989 (the "Registration Statement")).

3.2    Bylaws of TelVue (incorporated by reference to TelVue's
       Registration Statement).

3.3    Certificate of Amendment of Certificate of Incorporation of the
       Company, dated April 11, 1990 (incorporated by reference to the
       Company's Annual Report on Form 10-K for the year ended December
       31, 1991, (the "1991 Form 10-K")).

3.4    Certificate of Amendment of Certificate of Incorporation of the
       Company, dated March 15, 1991 (incorporated by reference to the 1991
       Form 10-K).

3.5    Form of copy of Amendment of Certificate of Incorporation of the
       Company, filed September 25, 1995 (incorporated by reference to the
       Company's Form 10-QSB for the period ended September 30, 1995, (the
       September 30, 1995 Form 10-QSB)).

4.1    The TelVue Corporation 1999 Stock Option Plan (incorporated by
       reference to Exhibit 99 of TelVue's Registration Statement on
       Form S-8, dated September 23, 1999), (the "1999 Stock Option
       Plan")).

4.2    Form of ISO Option Agreement issued pursuant to the 1999 Stock
       Option Plan (incorporated by reference to TelVue's Annual
       Report on Form 10-KSB for the year ended December 31, 1999, (the
       "1999 Form 10-KSB"))

4.3    Form of NQSO Option Agreement issued pursuant to the 1999 Stock
       Option Plan (incorporated by reference to the 1999 Form 10-KSB).

4.4    Warrant Agreement, dated March 15, 1991, between TelVue and
       H.F. Lenfest (incorporated by reference to TelVue's Annual
       Report on Form 10-K for the year ended December 31, 1990, (the
       "1990 Form 10-K")).

4.5    Certificate of Designation of Class A Preferred Stock (incorporated
       by reference to the September 30, 1990 Form 10-Q).

10.1   Distributorship Agreement, dated November 2, 1989, between the
       Company and Science (incorporated by reference to the 1989 Form
       10-K).

10.2   Stock Purchase Agreement, dated November 2, 1989, between the
       Company and H.F. Lenfest (incorporated by reference to the
       Company's Report on Form 8-K, dated November 15, 1989, (the "1989
       Form 8-K")).

10.3   Shareholders' Agreement, dated November 2, 1989, among TelVue
       and certain of its stockholders (incorporated by reference to the
       Company's 1989 Form 8-K).

10.4   Option Agreement, dated November 2, 1989, among TelVue and
       certain of its stockholders (incorporated by reference to the 1989
       Form 8-K).

10.5   Form of Credit Agreement between TelVue and H.F. Lenfest
       (incorporated by reference to the 1990 Form 10-K).

10.6   Form of Line of Credit Agreement between TelVue and H.F.
       Lenfest (incorporated by reference to the 1990 Form 10-K).

10.7   Subordinated Promissory Note, dated November 15, 1994 the principal
       amount of $541,000 payable to Science Dynamics Corporation
       (incorporated by reference to the 1994 Form 10-KSB).

10.8   Letter Agreement dated November 8, 1990 between Science Dynamics
       Corporation and H.F. Lenfest (incorporated by reference to the
       Company's Report on Form 8-K for November 16, 1990).

10.9   Loan Agreement dated December 24, 1991, between TelVue and H.F.
       Lenfest (incorporated by reference to the 1991 Form 10-K).

10.10  Lease Agreement for office space and the First Amendment to Lease
       dated March 30, 1994 ("Office Lease Agreement"), between TelVue
       and Bloom Associates (incorporated by reference to the 1994 Form
       10-KSB).

10.11  Letter dated March 26, 2003, from H.F. Lenfest, waiving
       the repayment of loans and accrued interest until January 1,
       2005(incorporated by reference to the December 31, 2002 Form
       10-KSB (the "2002 Form 10-KSB")).

10.12  Second Amendment to Office Lease Agreement Dated May 5, 1999,
       between TelVue and Bloom Associates(incorporated by reference
       to the 1999 Form 10-KSB).

10.13  Asset Purchase Agreement by and among TelVue Corporation, J.D.
       Kraengel and Associates, Inc. f/k/a Dacon Corporation d/b/a Source
       Communications Group and Jeffrey Kraengel, dated February 14, 2001
       (incorporated by reference to the March 26, 2001 Form 8-K).

10.14  Retirement Agreement dated April 29, 2004 between TelVue Corporation
       and Frank J. Carcione (included herein).

10.15  Summary of Director Compensation (included herein).

10.16  Summary of Executive Compensation (included herein).

11.    Statement re:  Computation of Per Share Earnings (see TelVue's
       December 31, 2004 Financial Statements included herein).

17     Director Resignation Letter from Neil Heller (included herein).

23.    Consent of Pressman Ciocca Smith LLP, Independent Registered Public
       Accounting Firm (included herein).

31.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
       Section 1350 as adopted pursuant to Section 302 of the Sarbanes-
       Oxley Act of 2002(included herein).

31.2   Certification of Controller pursuant to 18 U.S.C. Section 1350 as
       adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       (included herein).

32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
       Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
       Oxley Act of 2002 (included herein).

32.2   Certification of Controller pursuant to 18 U.S.C. Section 1350 as
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       (included herein).


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The information called for by this Item is incorporated herein by
reference to TelVue's Proxy Statement for its 2005 Annual Meeting of
Shareholders that will be filed not later than April 30, 2005.



                                 SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) 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.

                                                   TELVUE CORPORATION


DATED: 3/29/05                  By: /s/Joseph M. Murphy
                                    -------------------------------------
                                    Joseph M. Murphy
                                    President and Chief Executive Officer


DATED: 3/29/05                  By: /s/Irene A. DeZwaan
                                    ----------------------------------
                                    Irene A. DeZwaan
                                    Treasurer-Controller


       Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURES                            TITLE                   DATE

/s/H F Lenfest
--------------------------------    Chairman of the           3/29/05
H.F. Lenfest                        Board and Director

/s/Frank J Carcione                 Director                  3/29/05
--------------------------------
Frank J. Carcione

/s/Joseph Murphy                    Director                  3/29/05
--------------------------------
Joseph Murphy

/s/Joy Tartar                       Director                  3/29/05
--------------------------------
Joy Tartar

/s/Robert Lawrence                  Director                  3/29/05
--------------------------------
Robert Lawrence




                                  EXHIBIT INDEX

10.14 Retirement Agreement dated April 29, 2004 between TelVue Corporation
      and Frank J. Carcione.

10.15 Summary of Director Compensation.

10.16 Summary of Executive Compensation.

17    Director Resignation Letter from Neil Heller.

23.   Consent of Pressman Ciocca Smith LLP, Independent Registered Public
      Accounting Firm.

31.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350 as adopted pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002(included herein).

31.2  Certification of Controller pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (included herein).

32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002(included herein).

32.2  Certification of Controller pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (included herein).



EXHIBIT 10.14

                       TELVUE CORPORATION

DATE:     April 29, 2004

TO:       H.F. (Gerry) Lenfest

FROM:     Frank Carcione

SUBJECT:  Retirement Package


As agreed yesterday April 28, 2004 in our discussion I will receive the
following early retirement package effective January 1, 2005.  On that
date I will officially resign my position as President, CEO of TelVue
Corporation and continue service as a director, at your pleasure, and
as an aide to President Joe Murphy.

   1.  On or about January 1, 2005 TelVue will pay to me a one-time exit
       bonus of $100,000.

   2.  Beginning January 1, 2005 I will function as an aide/confidant to
       Joe Murphy based on the following five-year compensation plan.

                    Year 1 - Salary $75,000 plus benefits
                    Year 2 - Salary $60,000 plus benefits
                    Year 3 - Salary $50,000 plus benefits
                    Year 4 - Salary $50,000 plus benefits
                    Year 5 - Salary $40,000 plus benefits

Additionally, since I forgot to bring two other issues up for discussion;
I would like your consideration for the following:

  1.  Should TelVue/TVTN not have success during the five-year period,
      Will you consider a one-time payout, as severance, of whatever
      the remaining balance is of the five-year package?  Yes, per oral
      agreement with H.F. Lenfest.

  2.  In the event of my death during the five-year period, will you
      consider a one-time payout of whatever the remaining balance is of
      the five-year package to my wife Georgeanne Carcione?  Yes, per oral
      agreement with H.F. Lenfest.

Thank you for your support and counsel over the years and your agreement to
this plan.

The above is agreed to this 3rd day of May, 2004.

TelVue Corporation               By:  /s/H.F. Lenfest, Chair of the Board


EXHIBIT 10.15

                    SUMMARY OF DIRECTOR COMPENSATION

In December 1997, TelVue Corporation adopted a director compensation plan.
Under this plan, each non-employee director, other than the majority
stockholder, is compensated $500 for each meeting attended by receiving
shares of Common Stock issued at the higher of per share fair market value
of the Common Stock as of the Board of Directors meeting date or $.05 per
share.

EXHIBIT 10.16

                   SUMMARY OF EXECUTIVE COMPENSATION

Joseph M. Murphy, President and Chief Executive Officer is employed on
an at-will basis and is paid an annual salary of $165,784 and an annual
car allowance of $5,400.  Mr. Murphy also receives, as do all other TelVue
employees, health, dental, disability and life insurance benefits as well
as a contribution of 2.5% of his annual salary to TelVue's Salary Reduction
Simplified Employee Pension Plan.  Mr. Murphy, like all other TelVue
employees, is eligible to receive stock option grants under the TelVue Stock
Option Plan.

Randy Gilson, Vice President of Technical Services is employed on an at-will
basis and is paid an annual salary of $114,387 and an annual car allowance
of $4,800.  Mr. Gilson also receives, as do all other TelVue employees,
health, dental, disability and life insurance benefits as well as a
contribution of 2.5% of his annual salary to TelVue's Salary Reduction
Simplified Employee Pension Plan.  Mr. Gilson, like all other TelVue
employees, is eligible to receive stock option grants under the TelVue
Stock Option Plan.

In addition to his retirement package included as Exhibit 10.14,
Frank J. Carcione, former President and Chief Executive Officer, and
current member of the Board of Directors, receives an annual car allowance
of $3,900.  Mr. Carcione, like all other TelVue employees, is eligible to
receive stock option grants under the TelVue Stock Option Plan.


EXHIBIT 17.1

                            September 10, 2004



I hereby resign as a director of TelVue Corporation effective immediately.


                                            /s/Neil Heller
                                            --------------


EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to incorporation by reference in the registration statement on
Forms S-8 (No. 333-87631) of TelVue Corporation of our report dated March
23, 2005 relating to the balance sheets of TelVue Corporation as of December
31, 2004 and 2003 and the related statements of operations, stockholders'
deficit and cash flows for the years then ended, which report appears in the
December 31, 2004 annual report on Form 10-KSB of TelVue Corporation.


/s/ Pressman Ciocca Smith LLP
Huntingdon Valley, Pennsylvania
March 29, 2005

EXHIBIT 31.1
CERTIFICATION

      I, Joseph M. Murphy, certify that:

      1.  I have reviewed this annual report on Form 10-KSB of TelVue
          Corporation;

      2.  Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the
          circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

      3.  Based on my knowledge, the financial statements, and other
          financial information included in this report, fairly present
          in all material respects the financial condition, results of
          operations and cash flows of the registrant as of, and for,
          the periods presented in this report;

      4.  The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and
          15d-15(e)) for the registrant and have:

          (a)  Designed such disclosure controls and procedures, or
               caused such disclosure controls and procedures to be
               designed under our supervision, to ensure that material
               information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others
               within those entities, particularly during the period in
               which this report is being prepared;

           b)  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period
               covered by this report based on such evaluation; and

          (c)  Disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred
               during the registrant's most recent fiscal quarter (the
               registrant's fourth fiscal quarter in the case of an
               annual report) that has materially affected, or is
               reasonably likely to materially affect, the registrant's
               internal control over financial reporting; and

      5.  The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of the registrant's board of directors (or persons
          performing the equivalent functions):

         (a)  All significant deficiencies and material weaknesses in the
              design or operation of internal control over financial
              reporting which are reasonably likely to adversely affect
              the registrant's ability to record, process, summarize and
              report financial information; and

         (b)  Any fraud, whether or not material, that involves management
              or other employees who have a significant role in the
              registrant's internal control over financial reporting.

Date: 3/29/05

                                    /s/Joseph M. Murphy
                                    --------------------
                                    Joseph M. Murphy
                                    President and Chief Executive Officer



EXHIBIT 31.2
CERTIFICATION

      I, Irene A. DeZwaan, certify that:

      1.  I have reviewed this annual report on Form 10-KSB of TelVue
          Corporation;

      2.  Based on my knowledge, this report does not contain any untrue
          statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the
          circumstances under which such statements were made, not
          misleading with respect to the period covered by this report;

      3.  Based on my knowledge, the financial statements, and other
          financial information included in this report, fairly present
          in all material respects the financial condition, results of
          operations and cash flows of the registrant as of, and for, the
          periods presented in this report;

      4.  The registrant's other certifying officer and I are responsible
          for establishing and maintaining disclosure controls and
          procedures (as defined in Exchange Act Rules 13a-15(e) and
          15d-15(e)) for the registrant and have:

          (a)  Designed such disclosure controls and procedures, or
               caused such disclosure controls and procedures to be
               designed under our supervision, to ensure that material
               information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others
               within those entities, particularly during the period in
               which this report is being prepared;

          (b)  Evaluated the effectiveness of the registrant's disclosure
               controls and procedures and presented in this report our
               conclusions about the effectiveness of the disclosure
               controls and procedures, as of the end of the period covered
               by this report based on such evaluation; and

          (c)  Disclosed in this report any change in the registrant's
               internal control over financial reporting that occurred
               during the registrant's most recent fiscal quarter (the
               registrant's fourth fiscal quarter in the case of an annual
               report) that has materially affected, or is reasonably
               likely to materially affect, the registrant's internal
               control over financial reporting; and

      5.  The registrant's other certifying officer and I have disclosed,
          based on our most recent evaluation of internal control over
          financial reporting, to the registrant's auditors and the audit
          committee of the registrant's board of directors (or persons
          performing the equivalent functions):

         (a)  All significant deficiencies and material weaknesses in
              the design or operation of internal control over financial
              reporting which are reasonably likely to adversely affect
              the registrant's ability to record, process, summarize and
              report financial information; and

         (b)  Any fraud, whether or not material, that involves management
              or other employees who have a significant role in the
              registrant's internal control over financial reporting.

Date: 3/29/05

                                          /s/Irene A DeZwaan
                                          ---------------------
                                          Irene A DeZwaan
                                          Treasurer-Controller



EXHIBIT 32.1

TELVUE CORPORATION


CERTIFICATION PURSUANT TO
18 U.S.C. sec. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of TelVue Corporation (the "Company")
on Form 10-KSB for the period ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Joseph M. Murphy, President and Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. sec. 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in
         all material respects, the financial condition and result of
         operations of the Company.



Date:  3/29/05                      /s/Joseph M. Murphy
                                    --------------------
                                    Joseph M. Murphy
                                    President and Chief Executive Officer



EXHIBIT 32.2

TELVUE CORPORATION


CERTIFICATION PURSUANT TO
18 U.S.C. sec. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of TelVue Corporation (the "Company")
on Form 10-KSB for the period ended December 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Irene DeZwaan, Treasurer and Controller of the Company, certify, pursuant
to 18 U.S.C. sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section
         13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in
         all material respects, the financial condition and result of
         operations of the Company.



Date:  3/29/05                      /s/Irene A. DeZwaan
                                    -------------------
                                    Irene A. DeZwaan
                                    Treasurer-Controller