<PAGE>

                              FORM 10-KSB/A

               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, 1998

                      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:  609-273-8888
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 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.     X
                                                   -----

The Issuer's revenue for the fiscal year ended December 31, 1998 was 
$6,122,249.

The Market Value of voting stock held by non-affiliates of the Issuer 
March 1, 1999, based on a per share average bid and asked price of 
$.1138 was $1,040,729.

Number of shares of Issuer's common stock outstanding as of
March 1, 1999: 24,194,500 shares.

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

    This Form 10-KSB/A is being filed to amend Part II Item 7 of the 
annual report on Form 10-KSB of TelVue Corporation for the 
fiscal year ended December 31, 1998, which was filed with the 
Securities and Exchange Commission on March 31, 1999 ("Form 10-KSB"), 
to include Note 11 and portions of Notes 2 and 6 which were incorrectly
omitted from the Form 10-KSB, and re-numbering Note 12 of the Financial
Statements.

<PAGE>

ITEM 7.     FINANCIAL STATEMENTS


                        TELVUE CORPORATION
                        FINANCIAL STATEMENTS

                Years Ended December 31, 1998 and 1997



TABLE OF CONTENTS

                                                            PAGE NO.
                                                            --------

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

FINANCIAL STATEMENTS

      Balance Sheets  

      Statements of Operations  

      Statements of Stockholders' Deficit  

      Statements of Cash Flows

      Notes to Financial Statements  






REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To The Board of Directors and Stockholders
TelVue Corporation



We have audited the balance sheets of TelVue Corporation (a Delaware 
corporation) as of December 31, 1998 and 1997, 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 generally accepted auditing 
standards.  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 
consolidated 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, 1998 and 1997, and the results of its 
operations and its cash flows for the years then ended in conformity 
with generally accepted accounting principles.


February   2, 1999


<PAGE>

TELVUE CORPORATION
BALANCE SHEETS
December 31, 1998 and 1997

                                                 1998          1997
                                             -------------   --------- 
[S]                                            [C]             [C]         
ASSETS                                         
        
CURRENT ASSETS
  Cash and cash equivalents                  $   453,569     $  445,368
  Accounts receivable - trade                    786,083        922,737
  Other receivables                                4,910          5,281
  Deferred tax asset                             285,935        477,987
  Other current assets                            11,626         10,898
                                             -----------     ----------
     TOTAL CURRENT ASSETS                      1,542,123      1,862,271

PROPERTY AND EQUIPMENT                         4,791,240      4,534,168
  Less accumulated depreciation                3,462,823      2,639,651
                                             -----------     ----------
                                               1,328,417      1,894,517
OTHER ASSETS
 Deferred tax asset                            1,932,778      2,027,450
 Deposits                                          9,300          9,300 
                                             -----------    -----------
                                               1,942,078      2,036,750 
                                             -----------    -----------
 
                                              $4,812,618     $5,793,538
                                             ===========    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Notes payable-majority stockholder-current $ 1,380,000    $1,800,000
  Accounts payable                               512,047       423,851
  Accrued expenses                               172,839       192,305
  Accrued dividends payable                      422,244          -
  Income taxes payable                             8,661        12,000
  Deferred trunk credit                             -          164,200
                                            ------------     ---------         

     TOTAL CURRENT LIABILITIES                 2,495,791     2,592,356

NOTES PAYABLE - MAJORITY STOCKHOLDER, net
of current portion                             1,039,712     2,519,712


ACCRUED INTEREST - MAJORITY STOCKHOLDER        2,694,837     2,187,721


REDEEMABLE CONVERTIBLE PREFERRED STOCK,
 $1 par value, 6,900,000 shares authorized,
 3,518,694 shares issued and outstanding at
 December 31, 1998 and 1997, (liquidation value
 $3,940,938 and $3,518,694, respectively)      3,518,694     3,518,694


COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock, $.01 par value, 100,000,000 
  shares authorized, 24,194,500 and 23,814,500   
  shares issued and outstanding at December
  31, 1998 and 1997, respectively                241,945        238,145
  Additional paid-in capital                   1,550,535      1,516,335
  Accumulated deficit                         (6,728,896)    (6,779,425)
                                              -----------   -----------

                                              (4,936,416)    (5,024,945)
                                              -----------    ----------
                                              $4,812,618     $5,793,538
                                              ===========    ===========
See accompanying notes

<PAGE>



TELVUE CORPORATION
STATEMENTS OF OPERATIONS
Years Ended December 31, 1998 and 1997

                                                  1998        1997
                                                  ----        ----
REVENUES                                    $ 6,122,249     $ 6,330,675
        
OPERATING EXPENSES
  Service                                     2,711,860       3,186,546
  Selling and marketing                         593,862         585,544
  General and administrative                    648,893         642,767
  Depreciation                                  870,095         831,609
                                            -----------     -----------
                                              4,824,710       5,246,466
                                            -----------     -----------

OPERATING INCOME                              1,297,539       1,084,209 

OTHER INCOME (EXPENSE)
  Interest income, net of reimbursement        (507,116)       (459,352)
  Interest income                                24,165          42,221 
  Other income (expense)                        (33,430)        (24,881)
                                             -----------     -----------
                                               (516,381)       (442,012)
                                             -----------     ----------

INCOME BEFORE INCOME TAXES                      781,158         642,197 

INCOME TAX BENEFIT (EXPENSE)                   (308,385)      2,493,437
                                             -----------     ----------

NET INCOME                                      472,773       3,135,634  

DIVIDENDS ON REDEEMABLE
  CONVERTIBLE PREFERRED STOCK                  (422,244)       (359,932)
                                             -----------     -----------

NET INCOME AVAILABLE TO 
  COMMON STOCKHOLDERS                        $    50,529    $ 2,775,702 
                                             ===========    ===========

EARNINGS (LOSS) PER COMMON SHARE  
  BASIC                                      $     -        $       .12
                                             ===========    ===========
  DILUTED                                    $      .01     $       .04
                                             ===========    ===========     
WEIGHTED AVERAGE NUMBER OF COMMON 
SHARES OUTSTANDING                            24,036,167     23,795,102
                                             ===========    ===========


See accompanying notes.

<PAGE>

TELVUE CORPORATION
STATEMENTS OF STOCKHOLDERS' DEFICIT
Years Ended December 31, 1998 and 1997

                                      Additional                 Total
                             Common    Paid-In    Accumulated Stockholders'
                              Stock    Capital      Deficit     Deficit
                             -------  ----------  -----------  ----------- 
BALANCE,DECEMBER 31, 1996   $237,945 $1,515,535  $(9,555,127) $(7,801,647)

Accrued dividends on 
redeemable convertible
 preferred stock                  -           -     (359,932)    (359,932)
Issuance of 20,000 shares
 of common stock under
 director compensation plan     200         800            -        1,000
Net income                        -           -    3,135,634    3,135,634
                            -------  ----------  -----------   ----------   
BALANCE, 
 DECEMBER 31, 1997          238,145   1,516,335   (6,779,425)  (5,024,945)

Accrued dividends on 
redeemable convertible
 preferred stock                  -           -     (422,244)    (422,244)
Issuance of 380,000 shares
 of common stock              3,800      34,200            -       38,000
Net income                        -           -      472,773      472,773
                           --------  ----------  -----------   ---------- 
BALANCE,DECEMBER 31, 1998  $241,945  $1,550,535  $(6,728,896)  $(4,936,416)
                           ========  ==========  ===========   ===========

See accompanying notes.

<PAGE>

TELVUE CORPORATION
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998 and 1997
                                                    1998         1997
                                                    ----         ---- 

CASH FLOWS FROM OPERATING ACTIVITIES 
  Net Income (loss)                             $  472,773    $ 3,135,634 
  Adjustments to reconcile net income (loss) to 
   net cash provided by operating activities
   Depreciation                                    870,095        831,609
   Loss on sales or disposal of property and
    equipment                                            -         24,881
   Deferred tax (benefit) expense                  286,725     (2,505,437)
   Issuance of common stock                         38,000          1,000
 Changes in assets and liabilities:
   Accounts receivable - trade and other           137,025        274,430
   Other current assets                               (728)         2,066 
   Deposits                                              -           (500) 
   Accounts payable - trade and other               88,196        104,877
   Accrued expenses                                (19,466)        27,429
   Income taxes payable                             (3,339)        12,000
   Deferred trunk credit                          (164,200)       (26,600)
   Accrued interest - majority stockholder         507,116        457,883
                                                 -----------    ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES        2,212,197      2,339,272
                                                 -----------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES 
  Purchases of property and equipment             (303,996)      (513,676)
  Proceeds from sales or disposal of
   property and equipment                                -          1,405
                                                 -----------    ---------
NET CASH (USED IN)INVESTING ACTIVITIES            (303,996)      (512,271)

CASH FLOWS FROM FINANCING ACTIVITIES
   Debt reduction:
    Notes payable - majority stockholder        (1,900,000)   (2,050,000)
                                                -----------    ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                   8,201      (222,999) 

CASH AND CASH EQUIVALENTS AT
  BEGINNING OF PERIOD                              445,368       668,367
                                                -----------    ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR        $  453,569     $ 445,368
                                                ===========    ==========





See accompanying notes.

<PAGE>

TELVUE CORPORATION 
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997


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 generally accepted 
accounting principles and have been consistently applied in the 
preparation of the financial statements.

BUSINESS ACTIVITY AND CONCENTRATION OF CREDIT RISK

The Company primarily provides automatic telephone number 
identification 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 1998 and 1997, four customers accounted for 50% and 51% of 
sales, respectively, and 37% and 48% of receivables at December 31, 
1998 and 1997, respectively. 

Currently, the Company's sole source of financing is the majority 
stockholder.  In the past, the Company has been unable to obtain 
funding from other third parties on terms that are acceptable to the 
Company.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally 
accepted accounting principles 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

The Company evaluates its accounts receivable on a customer by customer 
basis and has determined that no allowance for doubtful accounts is 
necessary at December 31, 1998 and 1997.  Historically, the Company has 
experienced virtually no bad debt.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Depreciation and 
amortization are provided over five years using the straight-line 
method.  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. 121 
"Accounting for the Impairment of Long-Lived Assets to be Disposed 
of", the Company assesses, on an on-going basis, the recoverability of 
long-lived assets based on estimates of future undiscounted cash flows 
for the applicable business acquired compared to net book value.  Long-
lived assets include property and equipment.  If the future 
undiscounted cash flow estimate is less than net book value, net book 
value is then reduced to the fair value of the assets.  The Company 
also evaluates the depreciation periods of assets, to determine whether 
events or circumstances warrant revised estimates of useful lives.  As 
of December 31, 1998, management believes that no revisions to the 
remaining useful lives or writedowns of long-lived assets are required.

REVENUE RECOGNITION

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

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.

EARNINGS (LOSS) PER COMMON SHARE

Basic earnings (loss) per common share is computed using the weighted 
average number of shares of outstanding.  Diluted earnings (loss) per 
common share is computed using 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.  Incremental shares of 57,027,826 and 53,497,636 in 1998 and 
1997, respectively, were used in the calculation of diluted earnings 
(loss) per common share.

NOTE 2 - SUPPLEMENTARY DISCLOSURES TO STATEMENTS OF CASH FLOWS

Cash paid during the year for:
                                                1998      1997
                                                ----      ----
Interest                                     $   -      $ 1,470

Income taxes                                 $  25,000  $  -


NONCASH INVESTING AND FINANCING TRANSACTIONS

The Company accrued dividends on its redeemable convertible preferred 
stock of $422,244 and $359,932 in 1998 and 1997, respectively.  In 1998 
and 1997, the Company issued 5,000 and 20,000 shares of common stock 
valued at $500 and $1,000, respectively under the Director Compensation 
Plan (See Note 6). In 1998, the Company issued 375,000 shares of common 
stock valued at $37,500 to four key employees.  In 1997, the Company 
issued 359,932 shares of redeemable convertible preferred stock in 
payment of both semi-annual 1997 dividends.  In 1997, the Company 
issued 173,126 shares, of redeemable convertible preferred stock in 
payment of interest on a line of credit.

NOTE 3 - PROPERTY AND EQUIPMENT

The schedule of property and equipment at December 31, 1998 and 1997, 
is as follows:

                                                               
                                                               Estimated
                                                             Useful Lives
                                        1998        1997       in Years
                                        ----        ----     ----------
Operating equipment                  $4,549,957  $4,250,971       5
Office furniture and equipment          201,599     243,513       5
Leasehold improvements                   39,684      39,684       5
                                     ----------  ----------
                                     $4,791,240  $4,534,168
                                     ==========  ==========

NOTE 4 - NOTES PAYABLE - MAJORITY STOCKHOLDER

Notes payable to the majority stockholder consisted of the following at 
December 31, 1998 and 1997:

                                                    1998        1997
                                                    ----        ----

National equipment loan (a)                      $1,471,272  $1,471,272
Additional lines of credit (b)                      407,440   2,307,440
Notes payable (SDC) (c)                             541,000     541,000
                                                 ----------   ---------
                                                 $2,419,712  $4,319,712
                                                 ==========  ==========

(a)  In March 1994, the Company's majority stockholder provided a 
1,500,000 line of credit for the purchase of additional equipment to 
expand the National POP (Point of Presence).  Amounts outstanding bear 
interest at prime plus one percent (1%) and interest is payable 
quarterly.  At the option of the Company, interest may be paid by the 
delivery of shares of Redeemable Convertible Preferred Stock (see Note 
6) at $1 per share.  In 1997, the Company issued 173,126 shares of 
redeemable convertible preferred stock in payment of interest.  The 
effective interest rates, at December 31, 1998 and 1997, were 8.75% and 
9.5%, respectively.

(b)  The Company's majority stockholder has provided several additional 
lines of credit.  Borrowings under all of these lines of credit bear 
interest at prime plus one percent (1%).  The effective interest rates, 
at December 31, 1998 and 1997, were 8.75% and 9.5%, respectively.  The 
availability of additional funding may be terminated at any time if the 
majority stockholder determines that there is no reasonable prospect 
that the Company will be able to achieve net income on a consistent 
basis.

(c)  In January 1995, the Company's majority stockholder acquired from 
Science Dynamics Corporation ("SDC") a subordinated 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.

The Company has obtained from the majority stockholder an extension of 
a prior agreement whereby the majority stockholder has agreed not to 
demand repayment of principal or interest during 1999.  However, the 
Company has decided to voluntarily make, and the majority stockholder 
has agreed to accept, monthly payments against the loan principal in 
the amount of $115,000.  The Company, at its discretion, may make 
monthly principal payments in excess of $115,000 when the Company has 
excess cash not needed to fund operations.  The Company has, therefore, 
classified $1,380,000 of the notes payable to the majority stockholder 
as a short term liability and has classified the balance of the notes 
payable and the accrued interest as long-term liabilities.

NOTE 5 - LEASES

The Company leases office facilities and trunk lines and data circuits.  
Future minimum lease payments under non-cancelable operating leases 
consisted of the following:

            Year Ending               Operating
            December 31,                Lease
            -----------              ----------
               1999                   $ 49,117

Rental expense under the operating lease for office facilities amounted 
to $97,798 for each of the years ended December 31, 1998 and 1997.

In connection with the lease of its trunk lines, the Company received 
credits of which $164,200 was not yet earned by the Company as of 
December 31, 1997. 

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 shown for 1999.

NOTE 6 - CAPITAL STOCK

COMMON STOCK VOTING RIGHTS AND CONCENTRATION OF CONTROL

Shares of Common Stock which have had the same beneficial owner since 
April 21, 1988, or 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 connection with this sale, the Board of Directors waived 
the waiting period for these shares of Common Stock related to full 
voting rights described above.  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.  In December 1997, the 
1997 semiannual dividends were declared and paid with 359,932 shares of 
Preferred Stock.

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 a 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.

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.  In 1998 and 1997, the Company issued 5,000 and 
20,000 shares of Common Stock under this plan, respectively, and 
recognized director compensation expense of $500 and $1,000, 
respectively.

STOCK COMPENSATION

In June 1998, the Company issued 375,000 shares of common stock to four 
executives as a discretionary bonus.  The shares were issued at the 
fair value on the grant date of $.10 per share.  The Company recorded 
compensation expense of $37,500 with the issuance of these shares.

COMMON STOCK WARRANTS

In connection with one of the lines of credit discussed in Note 4, 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 exercise of the warrants.

NOTE 7 - CORPORATE INCOME TAXES

The Company uses the asset and liability method of accounting for 
income taxes in accordance with Financial Accounting Standards Board 
Statement (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.  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.

The provisions for income tax benefit (expense) consist of the 
following components:


                                                    1998         1997
                                                -----------   ---------
Current
  Federal (alternative minimum tax)             $  (21,660)   $ (12,000)
  State                                                  -         -
                                                ----------    ---------
                                                   (21,660)     (12,000)
Deferred
  Federal                                         (264,994)    (208,368)
  State                                            (73,844)     (60,763)
                                                ----------    ---------
                                                  (338,838)    (269,131)
  Valuation allowance (increase) decrease           52,113    2,774,568
                                                ----------    ---------
                                                  (286,725)   2,505,437
                                                ----------    ---------

                                                $ (308,385)  $2,493,437
                                                ===========  ==========

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

                                        Federal             State   
                                    ---------------     -----------
                                    1998     1997       1998      1997
                                    ----     ----       ----      ----
Deferred Tax Assets:
  Accrued interest - 
   stockholder                  $  830,347  $  674,092  $252,641  $205,099
  Net operating loss
   carryforward                  1,215,281   1,716,879   190,321   329,764
  Alternative minimum tax
   credit                           33,000      12,000      -         -
                                ----------  ----------  ---------  --------
Gross Deferred Tax Asset         2,078,628   2,402,971   442,962   534,863

Deferred Tax Liabilities:
 Property and equipment,
   principally due to differences
   in depreciation                 (86,299)   (145,648)  (26,257)  (44,315)
                                ----------  ----------  ---------  --------  
  Net deferred tax asset before	
   valuation allowance           1,992,329   2,257,323   416,705   490,548
  Valuation allowance                    -           -  (190,321) (242,434)
                                ----------  ----------- --------   --------
Net Deferred Tax Asset           1,992,329  $2,257,323  $226,384  $248,114
                                 =========  ==========  ========  ========

The Company has a net operating loss carryforward of approximately 
$3,600,000 on a tax reporting basis.  The carryforward will begin to 
expire in 2004, if not utilized.  The Company also has an alternative 
minimum tax credit carryforward of approximately $33,000.  This 
carryforward has no expiration date.

Differences between the effective income tax rate and the statutory 
federal income tax rate were primarily the result of the change in the 
valuation allowance.

NOTE 8 - PENSION PLAN

The Company maintains a Simplified Employee Pension (SEP) 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 15% of their salary, subject 
to Internal Revenue Service limits.  The Company may make discretionary 
contributions for the participants.  The Company elected to match fifty 
percent (50%) of 1998 and 1997 contributions by participating eligible 
employees up to five percent (5%) of their salary, for a maximum 
contribution of 2.5% of salary. The Company's contributions for 1998 
and 1997 amounted to $21,223 and $19,930, respectively.

NOTE 9 - RELATED PARTY TRANSACTIONS

The Company has several notes payable to the majority stockholder.  
(See Note 4).

The Company provided its automated number identification services to 
subsidiaries of Lenfest Communications, Inc. ("LCI").  The Company 
recognized revenues of approximately $400,000 and $470,000 from LCI 
subsidiaries in 1998 and 1997, respectively and had a receivable of 
$59,848 and $65,916 due from LCI at December 31, 1998 and 1997, 
respectively.  These services were provided at normal billing rates.  
The Company and LCI are under the control of the majority stockholder 
of the Company.

NOTE 10 - 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 and Accrued 
Expenses.

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

Long-term Debt and Accrued Interest

Due to  the related party nature, it is uncertain at what rate the 
Company could borrow funds from an unrelated party, if at all.  
Therefore, it is not practical to estimate the fair market value of the 
long-term debt and accrued interest.

NOTE 11 - LITIGATION SETTLEMENT

In April 1996, a former employee filed suit against the Company and its 
majority stockholder.  The complaint alleged breach of contract, breach 
of implied covenant of good faith and fair dealing, detrimental 
reliance and unjust enrichment.  The lawsuit sought compensation and 
compensatory damages.  Although the Company believed the former 
employee's claims were without merit, the Company settled the lawsuit 
in June 1998.  The litigation settlement of $33,430, net of proceeds 
received from the Company's insurance carrier, is included in "other 
expense" in the accompanying statement of operations.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

The Company has received notice from a cable operating company customer 
alerting its right to be indemnified against claims of patent 
infringement made to 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.  No notice of alleged infringement has been received by the 
Company from such 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>                              
                            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:   5/20/99             By:   /s/Frank J. Carcione
                                   -------------------------------
                                   Frank J. Carcione
                                   President (Chief Executive Officer)