FORM 10-QSBA

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
(State or other jurisdiction of
incorporation or organization)

501 N. Grandview Avenue, Suite 201
Daytona Beach, Florida
(Address of principal executive offices)


59-3175814
(I.R.S. Employer
Identification No.)

32118
(Zip Code)




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-QSBA
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

$213,859 

$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

312,006 

2,880,639 







PROPERTY & EQUIPMENT, NET (Note 3)

1,270,516 

716,658 







INVESTMENT SECURITIES

355,000 

250,000 







OTHER ASSETS (Note 4)

5,676,610 

431,022 







TOTAL ASSETS

$7,614,132 

$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 







  Note Due to FCC

TOTAL LONG-TERM LIABILITIES

STOCKHOLDERS' EQUITY 

951,479

951,479

0

0


  Common Stock

1,996 

1,875 

  Additional Paid-in Capital

6,056,921 

5,057,042 

  Accumulated Deficit

(1,833,871)

(902,633)







TOTAL STOCKHOLDERS' EQUITY 

4,225,046 

4,156,284 







TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 

$7,614,132 

$4,278,319 







SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


TEL-COM WIRELESS CABLE TV CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS






Three Months Ended



Nine Months Ended





September 30, 



September 30, 





1996

1995

1996

1995




(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

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

470,055 

202,143 

1,196,387 

456,553 

OPERATING LOSS

(385,249)

(175,870)

(941,031)

(404,698)











Other Income(Expense)









  Interest Income

22,552 

26,731 

88,682 

56,194 

  Interest Expense

(31,271)

0

(78,890)

(207,279)

Total Other Income(Expense)

(8,719)

26,731 

9,792 

(151,085)











NET LOSS

($393,968)

($149,139)

($931,239)

($555,783)











WEIGHTED NUMBER OF









COMMON SHARES     
OUTSTANDING


1,996,212 


1,875,000 


1,979,916 


1,321,722 











NET LOSS PER COMMON SHARE

($0.20)

($0.08)

($0.47)

($0.42)














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

($931,239)

($555,783)

     Adjustments to reconcile net loss to net cash





     used in operating activities





       Amortization & Depreciation expense

79,835 

205,100 

       (Decrease)Increase in Accounts Receivable

7,770 

0 

       (Decrease)Increase in Prepaid Expenses

6,813

(9,911)

       (Decrease)Increase in Accounts Payable

(23,287)

(27,254)

       (Decrease)Increase in Other Accrued Liabilities

(22,141)

(18,216) 







NET CASH USED IN





OPERATING ACTIVITIES

(882,249)

(406,064)







CASH FLOWS FROM INVESTING ACTIVITIES





     Acquisition of Equipment

(623,929)

(315,245)

     Acquisition of Licenses

(2,189,360)

(4,959)

     Acquisition of Investments

(105,000)

(2,001,660)

     Proceeds from sale of Government Securities

1,000,625 

0

     Proceeds from sale of Certificate of Deposit

0

0 

     Increase in Deposits

(59,442) 

0 

NET CASH USED IN





INVESTING ACTIVITIES

(1,977,106)

(2,321,864)







CASH FLOWS FROM FINANCING ACTIVITIES





     Government Loan
     Proceeds from Bank Loans

951,479
1,475,000 

0
0 

     Repayment of Bank Loans
     Loans to Stockholders

(1,114,000)
(6,550)

0
0

     Proceeds from Public Offering

0

5,007,603 

     Deferred Offering Costs

0 

49,676

     Payment of Notes & Loans from Related Parties

0

(1,317,000)

NET CASH PROVIDED BY





FINANCING ACTIVITIES

1,305,929 

3,740,279 







NET (DECREASE)INCREASE IN CASH

(1,553,426)

1,012,351







CASH AT BEGINNING OF PERIOD

1,767,285 

276,644 







CASH AT END OF PERIOD

$213,859 

$1,288,995 


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENT


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:


Three Months 
Ended


Nine Months 
Ended



September 30,


September 30,



1996
1995

1996
1995

Cash paid during the period:






  Interest
31,271
 0 

78,890
207,279




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 Months Ended


Nine Months Ended



September 30,


September 30,



1996
1995

1996
1995

Common Stock issued in






  exchange for common stock






  of Grupo Masteri, S.A.
1,000,000
0

1,000,000
0








Note Payable issued to 
Stockholder in exchange






  for common stock of






  Televisora Canal Diecinueve
2,000,000
0

2,000,000
0






NOTE  3	PROPERTY AND EQUIPMENT
	Property and equipment are summarized as follows:

Leasehold improvements

$
12,667 

Furniture, fixtures & office 


178,446 

Equipment


1,218,346 

Subtotal


1,409,459

Less accumulated depreciation


138,943






Net property & equipment

$
1,270,516 



NOTE  4	OTHER ASSETS
	Other assets are summarized as follows:

Licensing fees

$
1,560,854 

Costa Rican licenses


4,000,000 

Deposits


126,002 

Organization costs


4,000

Loans to Stockholders


6,550 

Subtotal


5,697,406

Less accumulated amortization


20,796






Net other assets

$
5,676,610 


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 due to the FCC of
 $951,479 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.  On September 1, 1996, the Hickory, NC,
 BTA was defaulted on.  According to Section 21.959 in the FCC MDA Auction
 Information Package, default penalties would include a "three percent
 payment calculated based on the defaulting bidder's bid amount." 
 This amount, $65,544, was deducted from the license fees asset account 
 and $120,142, the balance of deposit submitted to the FCC for Hickory, NC,
 was moved to a deposit account.  If the FCC determines that this fee covers
 all default fees, then the deposit will be refunded 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 investments 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 System for 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 $1,196,387.  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 and the
 inherent costs associated with expansion.  As a result of the forfeiture of
 the Hickory, NC license, the Company incurred an expense in the amount of
 $65,544.

	The Company had a net loss of $931,239 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 $1,862,000 are available at September 30, 1996, for carry
 forward against future years' taxable income.  The tax benefit of these 
 losses of approximately $633,000 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.  With the forfeiture of
 the Hickory, NC license, penalties of $65,544 were deducted from payments
 initially made for the license.  The balance of payments made $120,142 
 were applied as deposits held by the FCC.

	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 $213,859 primarily due to the use of cash from
 operating activities in the amount of $882,249, the acquisition of 
 equipment in the amount of $623,929 net, and the acquisition of licenses in
 the amount of $2,189,360.  

	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:	January 15, 1997			By:	/s/ FERNAND L. DUQUETTE                         
					 	Fernand L. Duquette, President
	    				and Principal Financial Officer



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