12
                                
                           FORM 10-QSB
                                
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549
                 ______________________________

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934

          For The Quarterly Period Ended March 31, 1997
                                
                 _______________________________

                 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              (IRS 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 March 31, 1997, there were 2,196,212 Shares of Common
Stock, $.001 par value per Share, outstanding.
              TEL-COM WIRELESS CABLE TV CORPORATION
                                
                      Index to Form 10-QSB
                For Quarter Ended March 31, 1997
                                
                                
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
10

PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings
12
     Item 2.   Changes in Securities
12
     Item 3.   Defaults Upon Senior Securities
12
     Item 4.   Submission of Matters to a Vote of Security
Holders        12
     Item 5.   Other Information
12
     Item 6.   Exhibits and Reports on Form 8-K
12

               Index to Exhibits
12

SIGNATURES                                                  12
              TEL-COM WIRELESS CABLE TV CORPORATION
                   CONSOLIDATED BALANCE SHEETS
                                                  ASSETS

                                          March 31, 1997
December 31, 1996
CURRENT ASSETS                                             
                                      (Unaudited)
  Cash and Cash Equivalents               $35,636        $26,618
  Restricted Cash                               0        346,400
  Accounts Receivable - Trade              15,398         18,739
  Prepaid Consulting Fees                 740,997        988,000
  Prepaid Expenses                         15,007         44,552
                                                                
TOTAL CURRENT ASSETS                      807,038      1,424,309
                                                                
PROPERTY & EQUIPMENT, NET (Note 3)      1,425,938      1,365,235
                                                                
LICENSES, NET (Note 4)                  5,428,920      5,458,444
                                                                
OTHER ASSETS, NET (Note 4)                135,848        127,335
                                                                
TOTAL ASSETS                          $ 7,797,744    $ 8,375,323

                                      LIABILITIES & STOCKHOLDERS'
EQUITY

CURRENT LIABILITIES                                             
  Accounts Payable                       $210,309       $153,276
  Accrued Liabilities                      17,103         16,787
  Short Term & Automobile Loans            21,108         22,711
  Notes Due to Stockholders             2,050,000      2,008,000
  Notes Due to Bank                             0        361,000
                                                                
TOTAL CURRENT LIABILITIES               2,298,520      2,561,774
                                                                
LONG TERM LIABILITIES                     951,479        951,479

STOCKHOLDERS' EQUITY
  Preferred Stock                               3              1
  Common Stock                              2,196          2,196
  Additional Paid-in Capital            7,344,719      7,544,720
  Accumulated Deficit                 (2,799,172)    (2,284,847)
                                                                
                                        4,547,745      5,262,070
  Less:  Stock Subscription                     0      (400,000)
Receivable                                                      
                                        4,547,745      4,862,070
TOTAL STOCKHOLDERS' EQUITY
                                                                
                                                                
TOTAL LIABILITIES & STOCKHOLDERS'      $7,797,744     $8,375,323
                           EQUITY


         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              TEL-COM WIRELESS CABLE TV CORPORATION
              CONSOLIDATED STATEMENT OF OPERATIONS
                                
                                
                                
                                
                                
                                              Three
                                              Months
                                              Ended
                                              March
                                               31,
                                               1997       1996
                                             (Unaudi     (Unaudi
                                               ted)       ted)
                                                            
REVENUE                                      $226,10     $83,213
                                                   8
                                                                
COST OF SALES                                 37,253      15,089
                                                                
GROSS PROFIT                                 188,855      68,124
                                                                
EXPENSES                                                        
Total General Expenses                       691,495     279,710
                                                                
OPERATING LOSS                               (502,64     (211,58
                                                  0)          6)
                                                                
Other Income (Expense)                                          
    Interest Income                            4,069      27,069
    Interest Expense                         (15,753     (6,000)
                                                   )
Total Other Income (Expense)                 (11,684      21,069
                                                   )
                                                                
NET LOSS                                     ($514,3     ($190,5
                                                 24)         17)
                                                                
WEIGHTED AVG. NO. OF                                            
 COMMON SHARES OUTSTANDING                   2,196,2     1,923,8
                                                  12          89
                                                                
NET LOSS PER COMMON SHARE                    ($0.23)     ($0.10)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              TEL-COM WIRELESS CABLE TV CORPORATION
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                
                                         Three
                                        Months
                                         Ended
                                       March 31,
                                                          
                                         1997           1996
                                                          
                                      (Unaudited     (Unaudited
                                           )             )
CASH FLOWS FROM OPERATING                                     
ACTIVITIES
  Net Loss                            ($514,324)     ($190,517)
     Adjustments to reconcile net                             
loss to net cash
     used in operating activities                             
       Amortization & Depreciation        78,921        26,612
expense
       Increase (Decrease) in            (3,209)         4,935
Accounts Receivable
       Increase (Decrease) in            276,548      (22,647)
Prepaid Expenses
       Increase (Decrease) in             57,033      (61,652)
Accounts Payable
       Increase (Decrease) in Other          316      (18,675)
Accrued Liabilities
                                                              
                   NET CASH USED IN                           
               OPERATING ACTIVITIES    (104,715)     (261,944)
                                                              
CASH FLOWS FROM INVESTING                                     
ACTIVITIES
     Acquisition of Equipment          (111,366)     (164,141)
     Acquisition of Licenses                   0     (1,000,000
                                                             )
     Acquisition of Investments                0     (505,000)
     Proceeds from Sale of               346,400             0
Investments
     Increase in Deposits                  (697)       (4,000)
                   NET CASH USED IN                           
               INVESTING ACTIVITIES      234,337     (1,673,141
                                                             )
                                                              
                                                              
CASH FLOWS FROM FINANCING                                     
ACTIVITIES
     Proceeds from Bank Loans                  0     1,475,000
     Proceeds from Officer Loans          42,000             0
     Proceeds from Sale of               200,000             0
Preferred Stock
     Repayment of Bank Loans           (361,000)             0
     Repayment of Short Term Loans       (1,604)             0
               NET CASH PROVIDED BY                           
               FINANCING ACTIVITIES    (120,604)     1,475,000
                                                              
     NET INCREASE(DECREASE) IN CASH        9,018     (460,085)
                                                              
        CASH AT BEGINNING OF PERIOD       26,618     1,767,285
                                                              
              CASH AT END OF PERIOD      $35,636     $1,307,200
                                                              
                                     
         SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              TEL-COM WIRELESS CABLE TV CORPORATION
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                
                Three Months Ended March 31, 1997
                           (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:
                                              Three Months
                                                    Ended
                                                 March 31,
                                              1997       1996
          Cash paid during the period:
            Interest                              15,753
          6,000

NOTE  3   PROPERTY & EQUIPMENT
          Property and equipment are summarized as follows:
          
          Leasehold improvements             $      12,667
          Furniture, fixtures &                   246,769
          office
          Equipment                             1,437,184
                           Subtotal             1,696,620
          Less accumulated                        270,682
          depreciation
                                                         
          Net property & equipment           $   1,425,938

NOTE  4   LICENSES & OTHER ASSETS
          Other assets are summarized as follows:
          
          Licensing fees                     $   1,560,855
          Costa Rican licenses                  4,000,000
          Deposits                                126,698
          Organization costs                        4,000
          Loans to Stockholders                     6,550
                           Subtotal             5,698,103
          Less accumulated                        133,335
          amortization
                                                         
          Net other assets                   $   5,564,768

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.
          
          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.
          The Company won bids in 3 markets; Hickory-Lenoir-
          Morganton, NC; Wausau-Rhinelander, WI; and Stevens
          Point-Marshfield-Wisconsin Rapids, WI. The total amount
          bid for these licenses, after a 15% small business
          credit, was $3,046,212.   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 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 authorizations. On July 8, 1996,
          payment of $118,936 was submitted to the Federal
          Communications Commission to cover payment on the two
          Wisconsin markets of Stevens Point and Wausau. License
          fees payable to the FCC of $951,479 for the two
          Wisconsin 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 authorization plus two and one
          half (2 1/2) percentage.
          
          On September 1, 1996, the unpaid license fee payable of
          $1,71,175 for the Hickory, NC, license was defaulted.
          According to Section 21.959 in the FCC MDA Audit
          Information Package, a maximum default payment of three
          percent of the defaulting bidder's bid amount would be
          due to the FCC.  This amount, $65,544, was charged to
          operations in 1996. The remaining amount, $120,142, of
          the deposit submitted to the FCC for Hickory, NC, was
          recorded as a refundable deposit at December 31, 1996.
          In addition, the Company will be liable to the FCC for
          the difference between the Company's winning bid and a
          lower winning bid received by the FCC in a subsequent
          auction of this license.  The FCC has not yet announced
          plans to re-auction the Hickory, NC, license.
          
          Costa Rica Licenses
          On February 7, 1996, the Company signed two agreements
          for the acquisition of three 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 three 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 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.
          
          The Company operates its wireless cable pay television
          business in Costa Rica through another wholly owned
          subsidiary corporation known as TelePlus, S.A.
          ("TelePlus").  The Company acquired TelePlus from
          Seller on February 23, 1996, and in consideration
          thereof, agreed to pay Seller a lump sum amount equal
          to $50 times the number of subscribers under contract
          with TelePlus in excess of the 1,700 subscribers
          purchased from Seller at a date one year after TelePlus
          has six pay television channels broadcasting to the
          public.  TelePlus began broadcasting six pay television
          channels in October 1996.  Currently, TelePlus has
          approximately 3,000 subscribers.
          
          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.
          
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 March 31, 1997,
          was 226.15 Colons per 1 US Dollar.
          
NOTE 7    LOAN RESTRUCTURE
          On February 12, 1997, the Company and Seller entered
          into an agreement providing for the restructuring of
          the note given by the Company to Seller as payment for
          the acquisition of Canal 19.  This agreement was
          amended and restated by a letter agreement dated
          February 21, 1997.  The agreement, as amended and
          restated, provided for the Company to make a payment of
          $625,000 toward reduction of the principal balance of
          the note on or before March 7, 1997.  The remaining
          principal balance, plus accrued interest thereon, was
          to be paid on or before February 23, 1998, provided
          that, with an additional payment of $100,000, the
          Company could extend such maturity date for an
          additional period of six months.  The Company paid
          Seller a deposit of $50,000 on February 24, 1997, and,
          as consideration for the restructuring of the note,
          agreed to issue to Seller 100,000 shares of its common
          stock, par value $.001 per share, having certain piggy
          back registration rights.  The $50,000 deposit was to
          be applied toward the principal balance of the note
          provided, however, that if the $625,000 principal
          reduction payment was not timely paid, Seller could
          retain such deposit.  The Company failed to pay the
          $625,000 payment, the $50,000 was retained and on April
          2, 1997, Seller declared the Note to be in default.

          On April 14, 1997, the Company entered into a letter of
          understanding with the Seller for the restructuring of
          the $2 million debt into a convertible debenture to
          mature in 12 months with interest to accrue at 12% per
          annum (7% to be paid monthly and 5% at maturity).  The
          principal amount of the debenture would be $2 million
          plus certain expenses owed or reimbursable to Seller at
          the issue date of the debenture.  At the Company's
          option, $1 million of this amount may be extended for
          an additional period of 12 months with interest to
          accrue on such amount at 15% per annum (8% to be paid
          monthly in arrears and 7% to be paid at maturity).  The
          Seller will have the option, exercisable within six
          months of the issue date of the debenture, to elect or
          extend the maturity date of the debenture of an
          additional 12 months, in which event, commencing on the
          first day of the 13th month after the issue date of the
          debenture, one-half of the principal amount will accrue
          interest at 12% per annum (7% to be paid monthly in
          arrears and 5% to be paid at maturity) and one-half of
          the principal amount will accrue interest at 15% per
          annum (8% to be paid monthly in arrears and 7% to be
          paid at maturity).

          As consideration for this debt structuring, Seller will
          (i) be issued 180,000 shares of the Company's common
          stock with piggy back registration rights; (ii) be
          entitled to nominate two members to the Company's Board
          of Directors until such time as Seller has exercised
          the conversion rights under the debenture; and(iii)
          receive a release from any liability in connection with
          the Costa Rica acquisition.

          The debenture will be convertible by Seller into the
          Company's common stock at any time after the issue date
          prior to payment of the debenture on at least 30 days'
          advance notice to the Company.  The conversion price is
          equal to the lesser of (1) $1.00 per share of common
          stock or (2) a price per share of common stock equal to
          the average of the closing "bid" for the Company's
          common stock as reported on NASDAQ for the five trading
          days immediately prior to the conversion date.  The
          Company also will reserve for issuance upon conversion
          a sufficient number of shares of common stock and will
          register such reserved shares and maintain an effective
          registration statement for such shares.

          The Seller will have the option to the return of the 12
          microwave frequency licenses held by Canal 19 in
          exchange for the Company's use of part of Seller's
          Channel 19 offices for an additional sales office and
          the provision to the Company of approximately $25,000
          to $30,000 per year in advertising on Channel 19 for up
          to five years.

          If the Company defaults in its obligations under the
          debenture, then Seller will be entitled to a transfer
          of all stock of Canal 19, Grupo and TelePlus and the
          right to purchase all capital assets of the Company in
          Costa Rica for fair market value. The capital assets of
          TelePlus consist primarily of subscriber contracts,
          transmission equipment and subscriber reception
          equipment necessary for the operation of the Costa
          Rican wireless cable television service.

          The Company and Seller are currently negotiating and
          drafting the terms of definitive agreements to reflect
          the terms of the preliminary understanding.  Pending
          the execution of definitive agreements, Seller has
          agreed to abate any proceedings or remedies for default
          of the debt until May 19, 1997.  While the Company is
          optimistic that definitive agreements on the terms
          described above will be executed in due course, no
          assurance thereof can be given.

NOTE 8    FINANCING - STOCK PURCHASE
          On November 25, 1996, the Company accepted a
          Subscription Agreement for a total of 500 shares of its
          Series A Convertible Preferred Stock at a price of
          $1,000 per share (the "Preferred Shares"), 250 to Amber
          Capital Corporation and 250 to Investor Resource
          Services, Inc. (the "Buyers") for a total Subscription
          price of $500,000.  Each Buyer delivered $50,000 at
          closing ($100,000 total), and a promissory note for
          $200,000.  Each buyer paid an addition $50,000
          ($100,000 total) against the Note on January 8, 1997.
          The balance of the Note, which was due on January 31,
          1997, was not paid, and the Company and the Buyers have
          agreed to terminate the balance of the Subscription
          Agreements and cancel the Notes.

          On March 14, 1997, Aurora Capital purchased a total of
          100 shares of the Company's Series B Convertible
          Preferred Stock for a total price of $100,000.

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 1,300
subscribers on March 31, 1997.  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.  Installation of new subscribers into the
system began after all existing subscribers who desired
continuing services were upgraded. As of March 31, 1997, the
Costa Rican System had approximately 3,000 subscribers.  On March
28, 1996, the company successfully bid for 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

Three  Months Ended 1997  versus 1996
          The Company had revenues of $226,108 for the three
months ended March 31, 1997, compared to $83,213 during the same
period in 1996.  Revenues were primarily generated from
subscription fees, installation charges and subscriber cable
equipment sales.  The Costa Rican System generated income of
$120,357 for the 3 months of the first quarter 1997, while the
LaCrosse System had revenues of $98,394 during the same 3 month
period related to subscription services. The Company had a total
interest and miscellaneous income for the same three months of
$11,426 from its various security investments and miscellaneous
income adjustments to outstanding liabilities.

          Cost of sales for both the Costa Rica System and the
LaCrosse System for the three months ending March 31, 1997, were
$37,253.  This amount reflects the increased costs of programming
for the six channels of pay TV broadcast in Costa Rica added to
the LaCrosse System costs, since December 31, 1996.  During the
comparable period of 1996, the Company had a cost of sales of
$15,089.

          Expenses for the three months ended March 31, 1997,
consisted primarily of broadcast costs, general and
administrative expenses, and interest expense.  The Costa Rican
System, the LaCrosse System and Corporate office had total
operating expenses of $691,496.  During the comparable period of
1996, the Company had operating expenses of $279,710.  This
increase in operating expenses reflects the increase of costs
relative to cable hardware accessories necessary to accommodate
the increase in subscriber services and the additional expense of
the Costa Rican System in comparison to the previous year.  It
also reflects the inherent costs associated with expansion.

          The Company had a net loss of $514,324 for the three
months ended on March 31, 1997, in comparison to $190,517 during
the same period in 1996.  This increase in net loss reflects the
continued build-up of operations in Costa Rica, the operation of
the LaCrosse System, and the professional services necessary to
assure compliance with FCC, SEC, and Costa Rican regulation.

Liquidity
          On March 31, 1997, the Company had property and
transmission equipment valued at a cost of $1,425,938 net of
adjusted depreciation as compared to $857,442 at March 31, 1996,
and $1,365,235 at December 31, 1996. This increase in property
primarily reflects the capitalization of the Costa Rican System.

          During the three months ended March 31, 1997, the
Company used cash primarily to fund operating losses, purchase
transmission equipment and for costs accompanying its
capitalization of the Costa Rican System.  Cash increased from
$26,618 on December 31, 1996, for the three months ending on
March 31, 1997, to $35,636 primarily due to the receipt of cash
from operating activities, the increased collection of aging
accounts receivable and the sale of Preferred stock.

          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 eight employees domestically and twenty-three employees in
Costa Rica.  There are additional plans to increase employees in
the Costa Rican 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

          Reports on Form 8-K.     The Company filed the
following Current Reports on Form 8-K during the first quarter of
1997:
          Amendment No.3 to Current Report on Form 8-K/A dated
February 12, 1997, as further amended by Amendment No. 4 to
Current Report on Form 8-K/A dated February 27, 1997.  These
Amendments amend the Current Report on form 8-K dated February
12, 1996, as amended by Amendment to Current Report on Form 8-K/A
dated February 23, 1996, as further amended by Amendment No. 2 to
Current Report on Form 8-K/A dated May 20, 1996, reporting under
Item 2 acquisitions of stock and/or assets in certain Costa Rican
companies.  On February 12, 1997, the Company and Melvin Rosen
("Seller") entered in an agreement providing for the
restructuring of the promissory note (the "Note") dated February
23, 1996, in the original principal amount of $2,000,000, given
by the Company to Seller in connection with the acquisition of
Televisora Canal Diecinueve, S.A.  The agreement was amended and
restated by the parties on February 21, 1997.

                                
                        INDEX TO EXHIBITS

Exhibit 2 Plans of Acquisition:

          2.1  Letter Agreement Dated February 12, 1997, between
               the Company and Melvin Rosen was filed as Exhibit
               2 to the Current Report on form 8-K/A dated
               February 14, 1997, and is incorporated herein by
               reference.
          
          2.2  Amended and Restated Letter Agreement dated
               February 21, 1997, between the Company and Melvin
               Rosen Was filed as Exhibit 2 to the Current Report
               on Form 8-K/A dated February 27, 1997, and is
               incorporated herein by reference.
          



     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:     May 9, 1997              By:  /s/ FERNAND L. DUQUETTE
                              Fernand L. Duquette, President
                              and Principal Financial Officer