FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

For the quarterly period ended September 30, 1995.

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

For the transition period from .................... to ....................

                         Commission File Number 0-13102


                           THE NOSTALGIA NETWORK, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                                 84-0923659
(State or other jurisdiction                   (I.R.S. Employer
 of incorporation)                              Identification No.)

650 Massachusetts Avenue NW Washington, DC              20001
(Address of Principal executive office)            (Zip Code)


                                 (202) 289-6633
              (Registrant's telephone number, including area code)

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

The  number of shares of the Registrant's common Stock, $.04 par value as of the
close of the period covered by this Report was 20,274,371.

<PAGE>




                                TABLE OF CONTENTS
                                -----------------

<TABLE><CAPTION>
                                                                           Page No.
                                                                           --------
<S>       <C>                                                                <C>
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Balance Sheets as of
          September 30, 1995  and December 31, 1994                            3

          Consolidated Statements of Operations
          For the Three and Nine Months Ended September 30, 1995 and 1994      4

          Consolidated Statements of Cash Flows
          For the Three and Nine Months Ended September 30, 1995 and 1994      5

          Notes to Consolidated Financial Statements                           6

Item 2.             Management's Discussion and Analysis of
          Financial Condition and Results of Operations                     7 - 13

PART II.  OTHER INFORMATION

Item 1.   Legal proceedings                                                    14

Item 5.   Other Information                                                    14

Item 6.   Exhibits and Reports on Form 8-K                                     14

          Exhibits                                                          16-17
</TABLE>


                                          2
<PAGE>

PART I.            FINANCIAL INFORMATION

Item 1.              Financial Statements

THE NOSTALGIA NETWORK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE><CAPTION>
                                                                                          (Unaudited)
                                                                                        Sep. 30, 1995    December 31, 1994
                                                                                        --------------   -----------------
                        ASSETS
<S>                                                                                   <C>                 <C>
CURRENT ASSETS
        Cash and cash equivalents                                                         $947,011           $2,782,683 
        Accounts receivable, less allowance of $2,145,000
                and $1,291,000, respectively                                             1,304,077            1,928,086 
        Prepaid legal fees                                                                 155,000              316,494 
        Prepaid expenses                                                                   176,053              190,563 
        Cablecast rights                                                                 5,100,000            3,283,700 

                         Total current assets                                            7,682,141            8,501,526 

Programming and cablecast rights - net                                                  15,689,116              839,856 
Property and equipment - net                                                             1,644,150            1,660,790 
Other assets                                                                                19,800               26,757 

                         Total assets                                                  $25,035,207          $11,028,929 


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
        Current maturities of long-term obligations                                     $5,354,600           $3,498,460 
        Accounts payable                                                                 1,582,960            2,024,344 
        Accrued expenses and other liablilities                                            573,046              455,951 

                         Total current liabilities                                       7,510,606            5,978,755 

LONG-TERM OBLIGATIONS, less current maturities
        Notes and interest payable - related parties                                     8,701,216            2,872,048 
        Accrued interest payable and other                                                 153,975              109,145 
        Cablecast licenses and fees payable                                             13,491,067              115,347 

                        Total long-term liabilities                                     22,346,258            3,096,540 

                        Total liabilities                                               29,856,864            9,075,295 

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
        Preferred stock: $2 par value, 125,000 shares authorized,
                3,250 issued and outstanding                                                 6,500                6,500 
        Common stock subscribed, net                                                             -               16,000 
        Common stock: $0.04 par value, 30,000,000 shares
                authorized, 20,274,371 and 20,241,037 shares issued
                and outstanding, respectively                                              810,975              809,641 
        Additional paid-in capital                                                      30,358,554           30,343,888 
        Retained deficit                                                               (35,852,686)         (29,077,395)
                                                                                        (4,676,657)           2,098,634 
        Treasury stock - 21,994 shares at cost                                            (145,000)            (145,000)

                         Total stockholders' equity (deficit)                           (4,821,657)           1,953,634 

                         Total liabilities and stockholders' equity (deficit)          $25,035,207          $11,028,929 
</TABLE>

                                          -3-


      See accompanying notes to the consolidated financial statements.

<PAGE>

<TABLE><CAPTION>
                                                                                                                                   
                                                                                For the Three Months        For the Nine months    
                                                                                Ended September 30,         Ended September 30,    
                                                                           1995             1994          1995            1994     
<S>                                                                   <C>              <C>              <C>            <C>
OPERATING REVENUES                                                                                                                 
   Affiliate revenue                                                    $1,011,044      $1,145,771      $3,236,391      $3,916,466 
   Advertising sales revenue                                             1,239,588       1,693,408       4,346,602       5,420,012 
   Other                                                                   314,580          28,311         909,096         214,151 
                                                                                                                                   
        Total operating revenues                                         2,565,212       2,867,490       8,492,089       9,550,629 
                                                                                                                                   
OPERATING EXPENSES                                                                                                                 
   Programming, production and transmission                              1,287,816         943,011       3,339,820       3,208,838 
   Programming amortization                                              1,494,350         803,933       4,669,587       1,293,177 
   Sales and marketing                                                   1,075,094         545,281       3,465,902       2,196,693 
   Finance, general and administration                                   1,202,659         925,497       3,466,479       3,048,268 
   Relocation, litigation settlement and other                                   -         370,000               -         915,000 
                                                                                                                                   
        Total operating expenses                                         5,059,919       3,587,722      14,941,788      10,661,976
                                                                                                                                   
LOSS FROM OPERATIONS                                                    (2,494,707)       (720,232)     (6,449,699)     (1,111,347)
                                                                                                                                   
OTHER INCOME AND (EXPENSE)                                                                                                         
   Interest income (expense) - net                                        (136,337)       (183,802)       (325,592)       (148,340)
                                                                                                                
LOSS BEFORE PROVISION FOR                                                                                                          
  FEDERAL INCOME TAXES                                                  (2,631,044)       (904,034)     (6,775,291)     (1,259,687)
                                                                                                                
PROVISION FOR FEDERAL INCOME TAXES                                                -               -              -               -
                                                                                                                
NET LOSS                                                               $(2,631,044)      $(904,034)    $(6,775,291)    $(1,259,687)
                                                                                                                
                                                                                                                
NET LOSS PER COMMON SHARE                                                   $(0.13)         $(0.05)         ($0.33)         ($0.07)
                                                                                                                
                                                                                                                
WEIGHTED AVERAGE SHARES OUTSTANDING                                      20,274,371     19,308,971      20,266,038      19,199,018 
                                                                                                                        
</TABLE>


<PAGE>

                          THE NOSTALGIA NETWORK, INC. AND SUBSIDIARY
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (Unaudited)

<TABLE><CAPTION>
                                                                                                 For the Nine Months
                                                                                                 Ended September 30,
                                                                                        ------------------------------------
                                                                                            1995                   1994
                                                                                        -------------          -------------
<S>                                                                                    <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
        Net loss                                                                        $(6,775,291)            $(1,259,687)
        Adjustments to reconcile net loss to net cash
         used in operating activities:
          Depreciation and amortization                                                   4,716,187               1,404,665
          Provision for losses on accounts receivable                                       854,000                  19,200
        Net change in operating assets and liabilities:
          (Increase) in accounts receivable                                                (229,991)               (755,169)
          Decrease in prepaid expenses & other assets                                       182,961                  93,966
          (Decrease) in accounts payable                                                   (441,384)               (287,161)
          Increase in accrued expenses
           and other liabilities                                                            161,925                 750,854
ADJUST 1992 FOR NOTE PAYABLE ACCRUED INTEREST
          Increase in long-term interest payable - related parties                          329,168                       -

              Net cash used in operating activities                                      (1,202,425)                (33,332)

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchases of programming and cablecast rights                                    (1,847,747)             (1,430,311)
        Purchases of property and other assets                                             (166,140)               (137,212)

                Net cash used in investing activities                                    (2,013,887)             (1,567,523)

CASH FLOWS FROM FINANCING ACTIVITIES
        Repayment of long-term obligations                                               (4,119,360)               (122,962)
        Proceeds from bridge financing                                                    5,500,000                       -
        Proceeds from issuance of common stock
          through exercise of warrants and additional
          paid in capital                                                                        -                1,509,473

           Net cash provided by financing activities                                      1,380,640               1,386,511

NET DECREASE IN CASH AND CASH
   EQUIVALENTS                                                                           (1,835,672)               (214,344)

CASH AND CASH EQUIVALENTS - beginning                                                     2,782,683               1,021,712

CASH AND CASH EQUIVALENTS - ending                                                         $947,011                $807,368

NONCASH INVESTING AND FINANCING ACTIVITIES:
     Purchase of transponder leasehold interest                                                  $-                $460,000
     Programming acquisition                                                            $19,387,500              $3,198,667
</TABLE>




   See accompanying notes to the consolidated financial statements.

                                        -5-


<PAGE>
                           The Nostalgia Network, Inc.
                                 and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.        The financial information included herein is submitted pursuant to the
          requirements  of  Form  10-Q  and does  not  include  all  disclosures
          required by generally accepted accounting principles.  It is suggested
          that tThese unaudited consolidated financial statements should be read
          in  conjunction with the consolidated financial statements  and  notes
          thereto  included in the Company's annual report on Form 10-K for  the
          fiscal  year  ended  December 31, 1994 filed with the  Securities  and
          Exchange Commission, which are incorporated herein by reference.   The
          accompanying  interim  financial statements  reflect  all  adjustments
          (consisting  of  normal recurring accruals only)  which  are,  in  the
          opinion  of management, necessary for a fair statement of the  results
          for  the  interim  periods presented.  The results of  operations  for
          interim  periods are not necessarily indicative of the results  to  be
          obtained for the entire year.

2.        Certain reclassifications have been made to the consolidated financial
          statements  for  the comparative period of the prior fiscal  year  for
          consistency with the presentation for the current period.

3.        Cash  Flow  -  Cash equivalents include highly liquid debt instruments
          with a maturity of three months or less.

4.        During  the nine months ended September 30, 1995, the Company  entered
          into  contracts  for  television series,  movies  and  other  programs
          totaling  $21,000,000 to air between May 1995 and April 2000.

5.        A significant customer of the Company, representing 10.7% of operating
          revenues  for  the  nine months ended September 30, 1995,  has  ceased
          making contractually obligated payments to the Company.    The Company
          has  filed for arbitration in the matter, claiming breach of contract,
          fraud  and  damages  and  is vigorously pursuing  the  matter.     The
          customer  has  filed  a  counter claim  for  breach  of  contract  and
          damages.     Although  the potential outcome of this  matter  can  not
          currently be determined, management has reason to believe the customer
          does  not  have  the  financial capability to make  its  contractually
          obligated  payments and, accordingly, has fully reserved the  $660,000
          related receivable.


                                        6
<PAGE>


6.        Concept   Communications,  Inc.("Concept")  the   Company's   majority
          shareholder  has  provided  Through September  30,  1995  the  Company
          received  $5,500,000  in bridge financing to date  during  1995   from
          Concept  Communications,  Incin addition  to  $2,500,000  received  in
          December, 1994.   Subsequently in October 1995 the Company received an
          additional  $2,000,000 in Bridge financing.     The  notes  mature  in
          February 1996 and bear interest at  rates ranging from 6.09% to 6.43%.
          Based  on Concept's stated intention to convert these loans to equity,
          these amounts are reflected as long-term debt.

                                        7
<PAGE>


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

Results of Operations
---------------------

Total revenues decreased $1,058,540, or 11% (from $9,550,629 to $8,492,089)  for
the  nine  months ended September 30, 1995 (the "Period") and $302,278,  or  10%
(from  $2,867,490 to $2,565,212) for the three months ended September  30,  1995
(the  "Quarter").     Advertising revenues decreased $1,073,410,  or  20%  (from
$5,420,012  to $4,346,602) for the Period and $453,820, or 27% (from  $1,693,408
to  $1,239,588)  for the Quarter.    Affiliate revenue decreased   $680,075,  or
17%  (from  $3,916,466 to $3,236,391) for the Period and $134,727, or 12%  (from
$1,145,771  to  $1,011,044)  for  the  Quarter.     Partially  offsetting  those
decreases  was an increase in other revenue of $694,945, or 324% (from  $214,151
to  $909,096)  for the Period and $286,269, or 1011% (from $28,311 to  $314,580)
for the Quarter.

Advertising  revenue decreased principally due to decreased hours available  for
long-format ("infomercial") sales.   Infomercial sales decreased $1,122,445,  or
29%  (from  $3,870,177 to $2,747,732) for the Period and $450,711, or 38%  (from
$1,177,418  to  $726,707)  for the Quarter.   As part  of  its  improvements  to
programming,  the  Company  implemented plans  in  the  third  quarter  of  1994
decreasing  over the subsequent three quarters the amount of time it  allots  to
daytime   infomercials,  resulting  in  a  decline  in  infomercial  advertising
revenues.    Additionally, beginning January, 1995 two hours per day of  weekday
and  three  hours  per day of weekend infomercials were converted into  shopping
programming.     Accordingly, total hours available for infomercial  programming
in  1995  decreased  an  average of 50%.     During that same  time  period  the
average  rate  per  hour for infomercial programming increased by  approximately
42%.   In  the  longer term, the Company's strategy is that improved programming
will  result in higher ratings and subscribership, which will bring about a rise
in revenue from short-format (2 minute or less) ( "conventional")  advertising.

Sales  of  conventional  advertising  remained  relatively  flat  at  $1,598,870
compared to $1,459,835 for the Period and $512,881 compared to $515,990 for  the
Quarter.     The  "up  front"  sales  season for  national  advertising  to  air
commencing  the fourth quarter 1995 and ending in the third quarter 1996  closed
successfully,  with  advertising agencies placing  contractual  commitments  for
approximately  $1,100,000  in  ad purchases.   These  advertisers  include  such
product  families  as  Proctor  & Gamble, Kraft,  Birdseye  and  General  Mills.
Introduction  of such advertisers to the network should  strengthen  advertising
sales  trends.      The  above  figures do not  reflect  anticipated  growth  in
"scatter" sales as a result of the strong up front commitments.


The  Cable Television Consumer Protection Act of 1992 (the "Act") was the  major
cause   of   the  decrease  in  affiliate  revenue.    The  "Must   Carry"   and
"Retransmission  Consent" provisions of the Act reduced the number  of  channels
available  for  independent cable networks, and the system  of  rate  regulation
adopted  by  the  FCC  pursuant  to  the Act  materially  reduced  the  economic

                                        8
<PAGE>

incentives for cable system operators to carry such networks.   While the impact
of  the  Act  affected  the  industry generally, the  Network  was  particularly
vulnerable  to that impact due to its previously weak programming, uncertainties
over  the  outcome of a control struggle between its major stockholder  and  its
former  chairman and CEO, and lack of confidence by cable system operators  over
former management direction.


As previously reported,  Tthe Company has responded to these issues by replacing
its  former management with a known and respected former Showtime executive  and
by  upgrading  its entertainment programming with the addition of  "Love  Boat,"
"Ironside," "It Takes a Thief," "Paper Chase," and "Marcus Welby, MD,"  "Streets
of  San Francisco" and, beginning in 1996, "The Rockford Files" along with other
classic  television series.   The Company has revitalized its 50's TV block  and
has  launched  a  morning entertainment block.   The Company has  improved  it's
weekday   afternoon  lifestyle  programming  by  adding  crafts  and   gardening
programming  and eliminating daytime infomercials.   In addition  it  has  begun
producing  original  programming of interest to its  audience.     To  date  the
Company  has produced three big band and two cabaret specials, each one hour  in
length, and has plans for additional cabaret shows during the remainder  of  the
year.    In  connection with Nostalgia's relationship with the National Archives
the  Network  has  produced six two-hour specials on World War II  commemorating
both  VE  and VJ days, as well as a one hour documentary on the ratification  of
the  Women's Suffrage Amendment.    "Nostalgia Television's Issues & Answers"  a
weekly series covering issues of importance to our audience begins airing in the
fall  of 1995. The Network announced the formation of an alliance with the Lions
Clubs  International  to promote Lions Club Week on Nostalgia,  a  campaign   in
NovemberOctober  1995  to  aid in the fight against preventable  and  reversible
blindness.     These  efforts have not gone unnoticed  by  the  viewing  public.
Average  ratings for totalfull 24 hour days  Monday through Sunday were .22  for
Third  QuarterSeptember 1995 compared to .1 for Third QuarterSeptember  1994,  a
100100%  increase.     Average  ratings for Monday through  Friday  Prime-Fringe
Combo,  which  is  defined as 7 pm to 1 am,  were .54 for Third QuarterSeptember
1995 compared to .3 for Third Quarter 1994September 1994, a 3367% increase.

The  Company  is  continuing discussions with cable system operators  and  other
potential providers of distribution.    Currently the Company is in the  process
of  signing  a four year agreement with Corporate Media Partners,  a partnership
including  Disney  TeleVentures and subsidiaries of  Ameritech  Media  Ventures,
Inc.,  Bell South Media Ventures, Inc., GTE Media Ventures Incorporated and  SBC
Interactive,  Inc.     Additionally,  the  Company  is  in  advanced  stages  of
discussions  with  several  of the largest multiple  system  operators  and  has
contracts under review with some of them.    The Company's subscriber  base  has
remained  relatively stable during the Period.    Currently the  Network  has  a
backlog  of  approximately 1600,000 subscribers scheduled to launch  during  the
fourth quarter of 1995 and is unaware of any pending subscriber drops.    A Time
Warner  launch of approximately 225,000 subscribers originally planned for  1995
has  been postponed until 1996 due to an a "stand still" agreement between  Time
Warner  and  the Federal Communications Commission (FCC) and a Multimedia  Cable
launch  of 50,000 subscribers has been postponed until the 1st quarter 1996  due
to  a  pending sale of that system. 


                                      9
<PAGE>


Although the Company expects growth  in  the number  of  affiliates, there can
be no guarantee that such growth  will  occur. Furthermore, the Company remains
uncertain as to the ultimate effect of industry conditions on average revenue
per affiliate.

Other revenue increased by $694,945, or 325% (from $214,151 to $909,096) for the
Period  and  $286,269,  or  1011% (from $28,311 to $314,580)  for  the  Quarter.
This  increase  is  a result of increased time allotted to an  interactive  home
shopping  program wherein the Company is to receive a guaranteed minimum  amount
for  the allotted air time as well as receiving a commission for sales in excess
of  certain  base  levels.      This programming  service  represents  10.7%  of
operating  revenues  for  the Period and 13% for the  Quarter.     The  customer
providing  the service, RSTV Inc., doing business as Via TV,  has ceased  making
contractually  obligated payments to the Company.    The Company has  filed  for
arbitration  in  the  matter, claiming breech of contract  and  damages  and  is
vigorously pursuing the matter.    RSTV has filed a counter claim  for breech of
contract and damages.    Although  the potential outcome of this matter can  not
currently be determined, management has reason to believe RSTV does not have the
financial   capability  to  make  its  contractually  obligated  payments   and,
accordingly, has fully reserved the related $660,000 receivable.

Total  operating  expenses increased $4,279,812, or 40%   (from  $10,661,976  to
$14,941,788)  for  the  Period  and  $1,472,198,  or  41%  (from  $3,587,721  to
$5,059,919)  for the Quarter.   This increase was primarily as a  result  of  an
increase  of  $3,376,410, or 261% (from $1,293,177 to $4,669,587) in programming
amortization  costs  for  the Period and $690,417,  or  86%  (from  $803,933  to
$1,494,350)  for the Quarter.    Sales and marketing costs increased $1,269,209,
or 58% (from $2,196,693 to $3,465,902) for the Period and $529,813, or 97% (from
$545,281  to $1,075,094) for the Quarter.    Finance, general and administration
costs  increased $418,211, or 14% (from 3,048,268 to $3,466,479) for the  Period
and   $277,163,  or  30%  (from  $925,496  to  $1,202,659)  for   the   Quarter.
Programming, production and transmission costs increased $130,982, or  4%  (from
$3,208,838  to $3,339,820) for the Period and $344,805, or 37% (from 943,011  to
$1,287,816)  for  the  Quarter.    Relocation, litigation settlement  and  other
decreased  by  $915,000 and $370,000, or 100% for the Period  and  the  Quarter,
respectively.

Programming  amortization costs have increased dramatically as a result  of  the
Company's  commitment to improved programming.   The Company  expects  to  incur
additional  increases in future programming amortization and  studio  production
costs   as  a  consequence  of  upgrading  the  Network's  programming.    These
anticipated  increased costs will be for further enhancements to  the  Network's
prime  time  line  up  as well as for new programs to air in  place  of  daytime
infomercials.   These additional future expenditures will adversely  impact  the
Company's  results  of  operations in the short-term but  are  critical  to  the
Company's long-term survival and growth.

Sales  and  marketing  costs  increased as a result  of  management's  continued
efforts  to  promote and grow the network compared to the cost cutting  survival
mode  of the Company during the first half of 1994.    Additional staff for  the
departments as well as increased health care costs have resulted in an  increase
in  personnel costs of $491,244, or  75% (from $657,590 to 

                                      10

<PAGE>

$1,148,834)  for  the Period  and  $285,251,  or  185% (from $154,033 to
$439,284)  for  the  Quarter. Similarly, travel and entertainment costs have
increased $212,229, or 162% (from $131,298  to  $343,527)  for the Period and
$86,172, or 251%  (from  $34,397  to $120,569) for the Quarter.    Advertising
has increased $228,552, or 565%  (from $40,440  to  $268,992)  for the Period
and  $67,190, or 1543%  (from  $4,354  to $71,544) for the Quarter.    Marketing
research has increased $141,436  for  the Period  and  $30,572 for the Quarter
compared to no expenditures  for  the  same periods  in  the prior year.   
Sales materials expenses have increased  $33,842 for  the Period and the Quarter
compared to no expenditures for the same periods in the prior year.

Finance,  general and administrative expenses increased principally  due  to  an
increase  in bad debt expense of $612,637, or 138% (from $442,659 to $1,055,296)
for  the  Period  and  $276,296, or 130% (from $213,002  to  $489,298)  for  the
Quarter.     A significant portion of that increase is attributable to increased
reserves  necessitated  by  the  uncertainty  surrounding  the  ability  of  the
Company's  shopping  service  programmer  to  fulfill  its  contractual  payment
obligations.       As a result of filling vacant positions and increased  health
care  costs,  personnel costs have increased $173,883, or 33% (from $522,604  to
$696,487)  for the Period and are relatively flat at $125,164 for  the  Quarter.
Continued cost management has allowed the departments to reduce their travel and
entertainment  expenses by $66,046, or 48% (from $137,231 to  $71,185)  for  the
Period but increased by $21,032 compared to no costs in the same quarter in  the
prior  year.      Most  significantly,  professional  fees  have  decreased   by
$235,211, or 20% (from $1,196,117 to $960,906) for the Period and are relatively
flat  at  $277,520 for the Quarter, primarily as a result of resolution of  many
previously outstanding law suits early in the second quarter of 1994.     Public
relations  costs have decreased $100,686, or 84% (from $119,678 to $18,992)  for
the  Period and $16,797, or 100% for the Quarter due to special public relations
efforts in 1994 relating to changes in management and direction of the Network.

Programming, production and transmission costs  increased primarily as a  result
of  programming expense increases of $54,632, or 7% (from $761,833 to  $816,465)
for  the  Period  and  $289,625, or 170% (from $170,106  to  $459,731)  for  the
Quarter.     These increases were the result of staff efforts during the  Period
being focused on new program promotion and changes to the Network's on-air look.
Personnel  expenses decreased $131,135, or 34% (from $381,381 to  $250,246)  for
the  Period  and  increased $26,256, or 48% (from $54,764 to  $81,020)  for  the
Quarter.    The period reduction was primarily the result of elimination  of  an
executive  level position during the second half of 1994  and a  one-time  bonus
awarded  in 1994, offset by health care benefits cost increases.    The increase
in  personnel  expenses  in  the quarter are due to  increased  staffing  levels
necessary  to improve the Network's on-air look    Transmission costs  increased
$220,821, or 11% (from $1,934,729 to $2,155,550) for the Period and $22,350,  or
3%  (from  $668,850 to $691,200) for the Quarter primarily as a  result  of  the
Network's transition to a new, more expensive satellite in mid March of 1994.

Relocation, litigation settlement and other decreased $915,000, or 100% for  the
Period  and  $370,000, or 100% for the Quarter as a result  of   costs  in  1994
related  to relocating the 


                                       11
<PAGE>

Company's headquarters from Los Angeles to Washington DC and settlement of
certain litigation during the third quarter of 1994.

As  a  result  principally  of significantly increased programming  amortization
costs   ($3,376,410),  increased  sales  and  marketing  expenses  ($1,269,209),
decreased   revenues  ($1,058,540),  and  increases  in  finance,  general   and
administrative   expenses  due  principally  to  bad  debt   reserve   increases
($418,211), offset by a reduction in relocation, litigation settlement and other
of $915,000, the Company's loss from operations increased $5,338,352, or 480%.

Interest  and  other expense increased by $177,252, or 119%  (from  $148,340  to
$325,592)  for  the  Period  and decreased $47,465, or  26%  (from  $183,802  to
$136,337)  for  the Quarter primarily as a result of interest  on  bridge  loans
provided  by  Concept Communications, Inc., ("Concept"), the Network's  majority
shareholder,  offset  by lower vendor financing costs in the  third  quarter  of
1995.

In  summary,  the adverse results reflected in the Statement of Operations  were
anticipated as a  result of a long range plan for growth and prosperity  of  the
Network.     Before growth could occur the Network needed to deliver programming
which  will  be well received by our subscribers and affiliates.      Management
believes,  as evidenced in the ratings growth and response from our  affiliates,
that we have identified and are delivering those programs.    This conclusion is
further  supported  by  the up front advertising commitments  we  received  from
national  advertisers  who now find us a viable alternative  for  selling  their
products.     Additionally, in order to grow we needed to build a visible  sales
force  and  prominent  presence at trade shows and in trade  periodicals,  which
Nostalgia has now accomplished.    Thus, we are in the early stages of a process
that  will  span several years but which is progressing in accordance  with  the
plan.     Management anticipates continued significant losses over the next  few
years   as  we  attempt  to  rebuild  the  Network  and  increase  subscribers.,
Although  but  management  believes  that  this  anticipates  the  process  will
ultimately strengthen the result in a stronger, successful Network, there can be
no  assurance that the Company will increase subscribers or be able  to  operate
profitably.

Liquidity and Capital Resources
-------------------------------

Cash decreased from $2,782,683 at December 31, 1994 to $947,011 at September 30,
1995,  principally  as  a  result  of  $4,119,360  in  repayments  of  primarily
programming  related debts and $1,847,747 in purchases of and down payments  for
programming  and  cablecast rights, offset by  receipt of $5,500,000  in  bridge
loans.   Working  capital decreased  from $2,522,771 at  December  31,  1994  to
$171,535  at  September  30,  1995  principally  as  a  result  of  payments  of
programming  related  debts, purchases of programming  and  increased  operating
costs.  Cablecast rights have increased by $16,666,000 (404%) since year-end  as
a  result of further  investment in the Network's prime-time line up.    Current
liabilities  and long-term obligations increased primarily due to  incurance  of
$19,387,000  in  additional programming obligations  and  $5,500,000  in  bridge
financing, reduced by payments on liabilities related to programming.


                                        12
<PAGE>


Cash  used  in   operating  activities increased  $1,169,093,  from  $33,332  to
$1,202,425,  principally as a result of increased operating expenses.

Cash  used  in  investing  activities  increased  $446,364  from  $1,567,523  to
$2,013,887, principally due to increased purchases of programming and  cablecast
rights.

Cash  flows  from  financing activities remained relatively flat  at  $1,380,640
principally  to receipt of $5,500,000 in bridge financing offset  by  $4,119,360
repayment  of long-term obligations in 1995 compared to $1,509,473  in  proceeds
from  issuance  of  common  stock  offset by $122,962  repayment  of  long  term
obligations in 1994.

From  December, 1994 through September 1995 the Company has received  $8,000,000
in bridge financing at rates from 6.09% to 6.43%  from Concept.    Subsequently,
the  Company  received an additional $2,000,000 at 6.09% in October,  1995  from
Concept.  Concept  has  stated its intention that these loans  be  converted  to
equity once Nostalgia and Concept are able to reach a mutual agreement as to the
price  at  which  additional shares of the Company's stock are  to  be  sold  to
Concept.     Negotiations  between  Concept  and  the  Company  concerning   the
conversion  of  Concept's bridge financing into equity have been underway  since
February, 1995.    There can be no assurances that Concept and the Company  will
reach  agreement  on the terms of a debt to equity conversion.      The  Company
believes  that, in order to survive in the highly competitive market  for  cable
television  programming, the Company will need in excess  of  $1620  million  in
additional  investment  over  the next two to  three  years.    Such  additional
investment  is necessary to improve programming and increase distribution  which
the Company anticipates will ultimately increase advertising revenues and result
in substantial long term revenue increases.   The Company believes it can obtain
this funding through equity investment, and the Company's major shareholder  has
indicated  a  willingness to make additional investments. Concept has  indicated
its willingness to provide sufficient additional debt or equity financing to the
Company  on  mutually acceptable terms for the remainder of fiscal  1995.     On
this basis the Company has entered into programming commitments which will cause
its expenses to substantially exceed its anticipated revenues.    However, there
can  be  no  assurance  that the Company will be able to  obtain  the  financing
necessary to implement its plan, whether from Concept or other sources.      The
failure  to reach agreement with Concept on the conversion of its existing  debt
investment  into  equity  or  the investment of additional  funds  will  have  a
material adverse effect on the Company's business.


                                       13

<PAGE>

PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

RSTV  Inc.,  which operates under the name Via TV, is a significant customer  of
the  Company representing 10.7% of operating revenues for the nine months  ended
September 30, 1995.   RSTV has ceased making contractually obligated payments to
the  Company.     The Company has filed for arbitration in the matter,  claiming
breach  of  contract and damages and is vigorously pursuing the matter.     RSTV
has  filed a counter claim for breach of contract and damages.    Although   the
potential outcome of this matter can not currently be determined, management has
reason  to  believe  RSTV  does not have the financial capability  to  make  its
contractually  obligated  payments  and, accordingly,  has  fully  reserved  the
related $660,000 receivable.

Pursuant  to an agreement between the parties,  the case of Michael E. Marcovsky
v. The Nostalgia Network, Inc. et al. which had claimed wrongful termination and
demanded  in  excess  of $1,000,000 and Nostalgia's counter claims  against  Mr.
Marcovsky have been dismissed with prejudice.

Item 5.  Other Information

Beginning  January 1995 the Company continued its long-term plan  for  improving
its programming by eliminating an additional hour of daytime infomercials.   The
remaining hour was eliminated in third quarter 1995.   Additionally, the Company
has  entered  into contracts totaling $21,000,000 for exclusive  rights  to  the
initial  basic cable airing of The Paper Chase, as well as cablecast  rights  to
The Rockford Files, Marcus Welby, MD, Ironsides, The Streets of San Francisco as
well as the first five seasons of The Love Boat for various periods between  May
1996  and  April  2000.     The Company feels that these  licenses  and  reduced
infomercials  are  critical  in demonstrating to its  affiliates  the  Company's
continued commitment toward providing high profile and time proven entertainment
products of interest to the Company's targeted audience.

Item 6.  Exhibits and Reports on Form 8-K

(a)        Those exhibits required to be filed by Item 601 of Regulation S-K are
     listed  in  the Index to Exhibits immediately preceding the exhibits  filed
     herewith and such listing is incorporated herein by reference.

b)         No  reports  on  Form 8-K have been filed by the Company  during  the
     quarter ended September 30, 1995



                                       14
<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements of the Securities  Exchange  Act  of  1934,  the
registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.


Dated  November 14, 1995


                                              THE NOSTALGIA NETWORK, INC.





                                              By:
                                                 -----------------------------
                                              John G. Heim, President and
                                              Chief Executive Officer


                                              By:_____________________________
                                              Martin A. Gallogly, Treasurer and
                                              Chief Financial Officer


                                       15
<PAGE>


                                   SIGNATURES

Pursuant  to  the  requirements of the Securities  Exchange  Act  of  1934,  the
registrant  has  duly  caused this report to be signed  on  its  behalf  by  the
undersigned thereunto duly authorized.


Dated November 14, 1995


                                              THE NOSTALGIA NETWORK, INC.



                                              By: /s/ John G. Heim
                                                 ----------------------------
                                              John G. Heim, President and
                                              Chief Executive Officer



                                              By: /s/ Martin A. Gallogly
                                                 ----------------------------
                                              Martin A. Gallogly, Treasurer and
                                              Chief Financial Officer


                                       15


<PAGE>

                                INDEX TO EXHIBITS

Exhibit No.                      Description                            Page No.
----------                       -----------                            --------

27             Financial Data Schedule as required by Item 601 (c) of
               Regulation S-K

               This Schedule contains summary financial information 
               extracted from Form 10-Q for the quarter ended September 
               30, 1995, and is qualified in its entirety by reference 
               to such financial statements.