7
                                
                           FORM 10-QSB
                                
               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, 1996
                                
                 _______________________________

                 Commission File Number 0-25896
                                
                                
              TEL-COM WIRELESS CABLE TV CORPORATION
                                
     (Exact name of registrant as specified in its charter)
                                
                                
           Florida                           59-3175814
 (State or other jurisdiction             (I.R.S. Employer
              of                        Identification No.)
incorporation or organization)                    
                                               32118
501 N. Grandview Avenue, Suite               (Zip Code)
             201                                  
    Daytona Beach, Florida
    (Address of principal
      executive offices)
                                
                          904-226-9977
      (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 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___
                                
     On September 30, 1996, there were 1,996,212 Shares of Common
Stock, $.001 par value per Share, outstanding.
              TEL-COM WIRELESS CABLE TV CORPORATION
                                
                      Index to Form 10-QSB
              For Quarter Ended September 30, 1996
                                
                                
PART I.   FINANCIAL INFORMATION                        PAGE NO.

     Item 1.   Financial Statements
          Balance Sheets                                    3
          Statements of Operations
4
          Statements of Cash Flows
5
          Notes to Financial Statements
6

     Item 2.   Management's Discussion
9

PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings
10
     Item 2.   Changes in Securities
10
     Item 3.   Defaults Upon Senior Securities
10
     Item 4.   Submission of Matters to a Vote of Security
Holders        10
     Item 5.   Other Information
10
     Item 6.   Exhibits and Reports on Form 8-K
10

SIGNATURES                                                  10
              TEL-COM WIRELESS CABLE TV CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                                
                                
                                                  ASSETS

                                     September 30, 1996
December 31, 1995
CURRENT ASSETS                                             
                                      (Unaudited)
  Cash and Cash Equivalents              $213,918     $1,767,285
  Investment securities                         0      1,000,625
  Accounts Receivable - trade              21,898         29,667
  Prepaid Expenses                         76,249         83,062
                                                                
TOTAL CURRENT ASSETS                      312,065      2,880,639
                                                                
PROPERTY & EQUIPMENT, NET (Note 3)      1,270,516        716,658
                                                                
INVESTMENT SECURITIES                     355,000        250,000
                                                                
OTHER ASSETS (Note 4)                   4,790,675        431,022
                                                                
TOTAL ASSETS                           $6,728,256     $4,278,319


                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                             
  Accounts Payable                        $49,767        $73,054
  Accrued Liabilities                      18,840         40,981
  Note to Bank                            361,000              0
  Notes Due to Stockholders             2,008,000          8,000
                                                                
TOTAL CURRENT LIABILITIES               2,437,607        122,035
                                                                
STOCKHOLDERS' EQUITY                                            
  Common Stock                              1,996          1,875
  Additional Paid-in Capital            6,056,921      5,057,042
  Accumulated Deficit                 (1,768,268)      (902,633)
                                                                
TOTAL STOCKHOLDERS' EQUITY              4,290,649      4,156,284
                                                                
TOTAL LIABILITIES & STOCKHOLDERS'      $6,728,256     $4,278,319
                           EQUITY



                                
         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              TEL-COM WIRELESS CABLE TV CORPORATION
              CONSOLIDATED STATEMENT OF OPERATIONS
                                
                                
                                
                                
                         Three                 Nine
                         Months               Months
                         Ended                Ended
                        Septembe             Septembe
                         r 30,                r 30,
                          1996      1995       1996       1995
                        (Unaudit   (Unaudi   (Unaudit   (Unaudit
                             ed)      ted)        ed)        ed)
REVENUE                  104,963    34,831   $313,408    $78,488
                                                                
COST OF SALES             20,157     8,558     58,052     26,633
                                                                
GROSS PROFIT              84,806    26,273    255,356     51,855
                                                                
EXPENSES                                                        
Total General Expenses   404,451   202,143   1,130,78    456,553
                                                    3
OPERATING LOSS          (319,645   (175,87   (875,427   (404,698
                               )        0)          )          )
                                                                
Other Income(Expense)                                           
  Interest Income         22,552    26,731     88,682     56,194
  Interest Expense      (31,271)         0   (78,890)   (207,279
                                                               )
Total Other              (8,719)    26,731      9,792   (151,085
Income(Expense)                                                )
                                                                
NET LOSS                ($328,36   ($149,1   ($865,63   ($555,78
                              4)       39)         5)         3)
                                                                
WEIGHTED NUMBER OF                                              
COMMON SHARES                                                   
OUTSTANDING             1,996,21   1,875,0   1,979,91   1,321,72
                               2        00          6          2
                                                                
NET LOSS PER COMMON      ($0.16)   ($0.08)    ($0.44)    ($0.42)
SHARE

                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              TEL-COM WIRELESS CABLE TV CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                                         Nine
                                        Months
                                         Ended
                                       September
                                          30,
                                                          
                                         1996           1995
                                                          
                                      (Unaudited     (Unaudited
                                           )             )
CASH FLOWS FROM OPERATING                                     
ACTIVITIES
  Net Loss                            ($865,635)     ($555,783)
     Adjustments to reconcile net                             
loss to net cash
     used in operating activities                             
       Amortization & Depreciation        79,835       205,100
expense
       (Decrease)Increase in               7,770             0
Accounts Receivable
       (Decrease)Increase in               6,813       (9,911)
Prepaid Expenses
       (Decrease)Increase in            (23,287)      (27,254)
Accounts Payable
       (Decrease)Increase in Other      (22,141)      (18,216)
Accrued Liabilities
                                                              
                   NET CASH USED IN                           
               OPERATING ACTIVITIES    (816,645)     (406,064)
                                                              
CASH FLOWS FROM INVESTING                                     
ACTIVITIES
     Acquisition of Equipment          (623,929)     (315,245)
     Acquisition of Licenses          (1,423,568       (4,959)
                                               )
     Acquisition of Investments        (105,000)     (2,001,660
                                                             )
     Proceeds from sale of             1,000,625             0
Government Securities
     Proceeds from sale of                     0             0
Certificate of Deposit
     Decrease in Deposits                 60,700             0
                   NET CASH USED IN                           
               INVESTING ACTIVITIES   (1,091,172     (2,321,864
                                               )             )
                                                              
CASH FLOWS FROM FINANCING                                     
ACTIVITIES
     Proceeds from Bank Loans          1,475,000             0
     Repayment of Bank Loans          (1,114,000             0
     Loans to Stockholders                     )             0
                                         (6,550)
     Proceeds from Public Offering             0     5,007,603
     Deferred Offering Costs                   0        49,676
     Payment of Notes & Loans from             0     (1,317,000
Related Parties                                              )
               NET CASH PROVIDED BY                           
               FINANCING ACTIVITIES      354,450     3,740,279
                                                              
     NET (DECREASE)INCREASE IN CASH   (1,553,367     1,012,351
                                               )
                                                              
        CASH AT BEGINNING OF PERIOD    1,767,285       276,644
                                                              
              CASH AT END OF PERIOD     $213,918     $1,288,995
                                
         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              TEL-COM WIRELESS CABLE TV CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
              Nine Months Ended September 30, 1996
                           (Unaudited)
                                

NOTE  1   BASIS OF PRESENTATION
          
          In the opinion of management, the accompanying
          unaudited, consolidated financial statements include
          all adjustments necessary for a fair presentation of
          financial position and the results of operations and
          cash flows for the periods presented.  They include
          statements of all company affiliates, domestic and
          foreign.  Certain information and note disclosures
          normally included in financial statements prepared
          according to generally accepted accounting principles
          have been condensed or omitted.


NOTE  2   SUPPLEMENTAL CASH FLOW INFORMATION
          
          Supplemental disclosure of cash flow information:
          
                                      Thre         Nine
                                        e         Month
                                      Mont          s
                                       hs         Ended
                                      Ende
                                        d
                                      Sept        Septe
                                      embe         mber
                                        r          30,
                                       30,
                                      1996  1995    1996     1995
          Cash paid during the                                     
          period:
            Interest                  31,2    0   78,89 207,279
                                        71            0
          
          
          
          On February 3, 1996, the company acquired two
          broadcasting companies in Costa Rica together with
          related equipment and contracts for a total cost of $4
          million.
          
          
          The non cash components of these transactions are as
          follows:
          
                                 Three            Nine
                                 Months          Months
                                 Ended           Ended
                                Septemb         Septemb
                                 er 30,          er 30,
                                  1996   1995     1996    1995
          Common Stock issued                                 
          in
            exchange for                                      
          common stock
            of Grupo Masteri,   1,000,0    0     1,000,0     0
          S.A.                       00               00
                                                              
          Note Payable issued                                 
          to Stockholder in
          exchange
            for common stock                                  
          of
            Televisora Canal    2,000,0     0    2,000,0     0
          Diecinueve                 00               00
          




NOTE  3   PROPERTY AND EQUIPMENT
          Property and equipment are summarized as follows:
          
          Leasehold improvements             $      12,667
          Furniture, fixtures &                   178,446
          office
          Equipment                             1,218,346
                           Subtotal             1,409,459
          Less accumulated                        138,943
          depreciation
                                                         
          Net property & equipment           $   1,270,516


NOTE  4   OTHER ASSETS
          Other assets are summarized as follows:
          
          Licensing fees                     $     795,061
          Costa Rican licenses                  4,000,000
          Deposits                                  5,860
          Organization costs                        4,000
          Loans to Stockholders                     6,550
                           Subtotal             4,811,471
          Less accumulated                         20,796
          amortization
                                                         
          Net other assets                   $   4,790,675

NOTE 5    COMMITMENTS
          Licenses
          During 1993, the Company entered into agreements for
          the lease and purchase of certain channel licenses and
          for the lease and purchase of transmitting equipment
          and tower site usage in LaCrosse, Wisconsin.
          
          Pursuant to the agreements, the Company has incurred
          $366,535 of costs related to the channel licenses.  The
          cost of the channel licenses is amortized on a straight-
          line basis over 40 years beginning when the Company
          commenced operations.  The Company has satisfied its
          lease requirements to the lessors, and the lessors
          transferred ownership of licenses and assigned the
          tower rights to the Company for $100.  The transfer of
          ownership of the licenses is subject to approval by the
          Federal Communications Commission (FCC).  On March 4,
          1996, the FCC approved the transfer of ownership of
          licenses to the Company.  The leases terminated upon
          the FCC's approval of the transfers.
          
          Costa Rica Licenses
          On February 7, 1996, the Company signed two agreements
          for the acquisition of two companies that together hold
          18 frequency licenses for broadcast of pay television
          (or "wireless cable") services in Costa Rica together
          with related equipment and contracts with subscribers
          for pay television services.  These agreements were
          amended and restated on February 22, 1996.  The closing
          of the two acquisitions was consummated on February 23,
          1996.
          
          In the first acquisition, the Company, through Fepeca
          deTournon, S.A. ("FdT"), a new, wholly owned Costa
          Rican subsidiary corporation of the Company, acquired
          all of the outstanding shares of common stock of
          Televisora Canal Diecinueve, S.A., a Costa Rican
          corporation ("Canal 19"), for a total purchase price of
          $3 million; $1 million of which was paid at the closing
          and the balance OF $2 million in the form of a note due
          to be paid one year after the closing with interest at
          the rate of 3.6% per annum.  The payment of this
          deferred amount is secured by all of the acquired
          shares of stock of Canal 19 and of Grupo Masteri,
          discussed below.
          
          In the second acquisition, the Company, through FdT,
          acquired all of the outstanding shares of common stock
          of Grupo Masteri, S.A., a Costa Rican corporation
          ("Grupo"), for a total purchase price of $1 million
          paid at the closing in the form of restricted shares of
          the Company's common stock representing approximately
          six (6) percent of the company's total outstanding
          shares.  The Company has agreed to provide the seller
          certain registration rights with respect to these
          shares.  As of March 31, 1996, these shares have not
          been registered.
          
          The cost of the channel licenses is amortized on a
          straight-line basis over 40 years beginning when the
          acquisition of the licenses was consummated.
          
          MDS Auction
          On March 28, 1996, the Federal Communications
          Commission completed its auction of authorizations to
          provide single channel and multichannel Multipoint
          Distribution Service (MDS) in 493 Basic Trading Areas
          ("BTA").  The Company won bids in 3 markets; Hickory-
          Lenoir-Morganton, NC; Wausau-Rhinelander, WI; and
          Stevens Point-Marshfield-Wisconsin Rapids, WI.  On
          April 5, 1996, the Company submitted a payment of
          $239,502, that, coupled with its initial deposit of
          $65,120, made up the initial 10% of the down payment
          for acquisition of these licenses.  On June 28, 1996,
          the Federal Communications Commission called for the
          second 10% of the down payment before the BTA
          authorizations were issued.  The Company had until July
          8, 1996, to submit a balance of payment of $304,622 to
          satisfy the initial down payment total.  Under
          confirmation of receipt of down payment, the FCC would
          issue the BTA authorizations.  Balances of payments for
          these licenses will be made over the next ten years in
          quarterly payments.  Interest charged for this
          installment plan would be based on the rate of the
          effective ten-year US Treasury obligation at the time
          of the issuance of the BTA authorization plus two and
          one half (2 1/2) percent.  On July 8, 1996, payment of
          $118,936 was submitted to the Federal Communications
          Commission to cover payment on the two Wisconsin BTA's
          of Stevens Point and Wausau.  The Hickory, NC, BTA was
          defaulted on.  Presently the company is waiting for a
          decision from the FCC to determine the exact default
          payment due on Hickory, NC, and if the down payments
          already made for this market not only cover all default
          fees, but exceed the fees due; thereby resulting in a
          refund to the company.
          
          Loans
          On February 15, 1996, the Company entered into
          agreement with Norwest Bank in LaCrosse, Wisconsin, for
          two commercial notes.  The larger note was for $1
          million to cover the initial payment for the
          acquisition of Canal 19. This note held an annual
          interest rate equal to .50% in excess of the prime rate
          as established by Norwest Bank Minnesota.  The due date
          of the loan was 360 days. Interest was payable
          quarterly commencing May 15, 1996, and continued on the
          same day of each succeeding quarter and on the due
          date.  This loan was secured by the $1 million US
          Government obligation held by the Company at Norwest
          Investment Services.   This loan was satisfied on June
          5, 1996.
          
          The second note, also dated February 15, 1996, was for
          the sum of $475,000, and is slated to be used for
          improvements to the Costa Rican operation.  It carries
          an annual rate of 7.48% and interest is payable
          quarterly commencing May 15, 1996.  It is secured by
          the Securities account held by the Company at Norwest
          Bank in LaCrosse, Wisconsin. On August 15, 1996,
          $114,000 of funds, realized when investment securities
          were sold, were applied towards the principal on this
          note.  Currently the second note balance due is
          $361,000.
          
NOTE 6         COSTA RICAN REVENUES AND EXPENSES
          Costa Rican revenues and expenses were calculated
          monthly using the currency exchange rate for Costa
          Rican Colons into United States Dollars determined at
          the close of the business day on the last day of each
          applicable month.  The exchange rate on September 28,
          1996, was 213.49 Colons per 1 US Dollar.

ITEM 2              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS
                                
          Since the Company started operations in its initial
wireless cable television system in LaCrosse, Wisconsin (the
"LaCrosse System") in September 1994, the Company reached a level
of programming services delivered to approximately 1,255
subscribers by September 30, 1996.  On February 23, 1996, the
Company began providing services for approximately 1,712
subscribers in its newly acquired Costa Rican company TelePlus,
S.A. (the "Costa Rican System").   It relaunched a newly defined
system on September 15, 1996 and is presently upgrading existing
subscribers to the new services made available.  Installation of
new subscribers into the system will commence when all existing
subscribers who desire continuing services are upgraded.  On
March 28, 1996, the company successfully bid for BTA
authorizations to 3 markets;  Hickory-Lenoir-Morganton, NC;
Wausau-Rhinelander, WI; and Stevens Point-Marshfield-Wisconsin
Rapids, WI.  The areas in Wisconsin are designated as future
wireless cable television systems.  The NC market has been
abandoned

Nine  Months Ended 1996  versus 1995
          The Company had revenues of $313,408 for the nine
months ended September 30, 1996, comparable to $78,488 during the
same period in 1995.  Revenues were primarily generated from
subscription fees, installation charges and subscriber cable
equipment sales.  The Costa Rican System was inactive during the
months of August and September, 1996, generating income of only
$11,926 for the 3 months of the third quarter 1996, while the
LaCrosse System had revenues of $93,037 during the same 3 month
period related to subscription services. The Company had a total
interest income for the nine months of $88,682 from its various
security investments.

               Cost of sales for both the Costa Rica System and
the LaCrosse Systemfor the nine months ending September 30, 1996,
were $58,052. During the comparable period of 1995, the Company
had a cost of sales of $26,633.

     Expenses for the nine months ended September 30, 1996,
consisted primarily of broadcast costs, general and
administrative expenses, and interest expense.  The Costa Rican
System, the LaCrosse System and Corporate office had operating
expenses of $1,130,783.  During the comparable period of 1995,
the Company had operating expenses of $456,553.  This increase in
operating expenses reflects the increase of costs relative to
programming and cable hardware necessary to accommodate the
increase in subscriber services.  It also reflects the inherent
costs associated with expansion.

          The Company had a net loss of $865,635 at the end of
September 30, 1996, in comparison to $555,783 during the same
period in 1995.  This increase in loss reflects the continued
build-up of operations in Costa Rica and the continued growth of
the LaCrosse System.

          Unused net operating losses for income tax purposes,
expiring in 2010, of approximately $1,439,754 are available at
September 30, 1996, for carry forward against future years'
taxable income.  The tax benefit of these losses of approximately
$430,000 has been offset by a valuation allowance due to it being
more likely than not that the deferred tax assets will not be
realized.


Liquidity
          On September 30, 1996, the Company had property and
transmission equipment valued at a cost of $1,270,516 net of
adjusted depreciation as compared to $652,273 at September 30,
1995, and $716,658 at December 31, 1995. This increase in
property reflects the capitalization of the Costa Rican System
and the costs of attendant subscriber growth in the LaCrosse
System.  Also, during this period, the Company paid an additional
10% down payment on MDS authorizations for the 2 BTA bids
acquired in auction.  The balance of the down payment of $118,936
was made on July 8, 1996.

          During the nine months ended September 30, 1996, the
Company used cash primarily to fund operating losses, purchase
transmission equipment and for costs accompanying its
capitalization of the Costa Rican System.  Cash decreased from
$1,767,285 on December 31, 1995, for the nine months ending on
September 30, 1996, to $213,918 primarily due to the use of cash
from operating activities in the amount of $816,645, the
acquisition of equipment in the amount of $623,929 net, and the
acquisition of licenses in the amount of $1,423,568.

          Although incremental equipment and labor installation
costs per subscriber are incurred after a subscriber signs up for
the Company's wireless cable service, such costs are incurred by
the Company before it receives fees from the subscribers and are
only partially offset by installation charges.  To sustain
subscriber growth beyond its initial base in the LaCrosse System
and the Costa Rican System, the Company will need to generate
enough operating revenues to enable it to continue to invest in
subscriber reception equipment and installation or raise
additional debt or equity capital.  In addition, to develop and
launch additional wireless cable systems, the Company will need
to raise additional capital.  There can be no assurance that
operating revenues will be sufficient to sustain subscriber
growth or that additional financing, if required, will be
available on terms acceptable to the Company, if at all.

          Profitability will be determined by the Company's
ability to maximize revenue from subscribers while maintaining
variable expenses.  Significant increases in revenues will
generally come from subscriber growth.  Currently, the Company
has fifteen employees domestically and nineteen employees in
Costa Rica.  There are no additional plans to increase employees
in either location.


                    PART II OTHER INFORMATION

ITEM 1         Legal Proceedings:  None
ITEM 2         Changes in Securities:  None
ITEM 3         Defaults Upon Senior Securities:  None
ITEM 4         Submission of Matters to a Vote of Security
Holders:  None
ITEM 5         Other Information:  None
ITEM 6         Exhibits and Reports on Form 8-K:  None

     In accordance with the requirements of the Exchange Act, the
registrant has caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                         TEL-COM WIRELESS CABLE TV CORPORATION



Date:     October 22, 1996              By:  /s/ FERNAND L.
DUQUETTE
                              Fernand L. Duquette, President
                              and Principal Financial Officer