UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-QSB 
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of 
The Securities Exchange Act of 1934  
  
For the Quarterly Period Ended December 31, 1997    
  
Commission file Number     2-98176NY 
  
                      Instructivision, Inc. 
     -------------------------------------------------------                 
     (Exact name of registrant as specified in its charter)  
  
       New Jersey                            22-2386359
-------------------------------             ------------------  
(State or other jurisdiction of             (I.R.S. Employer  
incorporation or organization)              Identification No.)  
  
3 Regent Street, Livingston, NJ                    07039 
----------------------------------------           ----------
(Address of principal executive offices)           (Zip Code)  

  
Registrant's telephone number, including area code:  
(973) 992 9081 


     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 [ ]  


     As of December 30, 1997 there were 3,350,000 shares of Common 
Stock, par value less than $.001 per share, outstanding. 


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            Part I. - FINANCIAL INFORMATION

Note:  The following unaudited financial statements have been 
prepared in accordance with generally accepted accounting principles 
for interim financial information and with the instructions to 
Form 10-QSB and Regulation S-B.  Accordingly, they do 
not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial 
statements. In the opinion of management, all adjustments necessary 
for a fair presentation have been included.  Operating results for 
the three months ended December 31, 1997 are not necessarily 
indicative of the results that may be expected for the year ended 
September 30, 1998. For further information refer to the financial 
statements and footnotes thereto included in the Company's annual 
report on Form 10-KSB for the year ended September 30, 1997.
















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<PAGE>
<TABLE>
<CAPTION>
                       INSTRUCTIVISION, INC
                         BALANCE SHEETS
                        December 31, 1997
                           (unaudited)                   
                                                  December 31, 
                                                      1997
                                                  ------------
                     ASSETS
<S>                                               <C>           
Current assets
Cash                                              $    19,748 
Investments                                           889,478
Accounts receivable - unaffiliated                    298,387
Accounts receivable - affiliated                           --
Inventory                                             199,379
Prepaid expenses                                           --
Deferred income taxes                                  10,000
                                                  -----------   
 Total current assets                               1,416,992

Property and equipment at cost, less   
 accumulated depreciation                             265,351
Other assets              
Capitalized software - net of amortization            175,811
Deposits                                               13,125
Deferred income taxes                                   4,100
                                                  -----------      
 Total other assets                                   193,036
                                                  -----------    
 Total assets                                     $ 1,875,379
                                                  ===========   
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                               <C>       
Current liabilities 
Accounts payable                                  $    41,880
Accrued expenses                                       69,536
Notes payable - current portion                        11,635
                                                  -----------  
 Total current liabilities                            123,051
Notes payable, less current portion                    18,158
                                                  -----------  
 Total liabilities                                    141,209
                                                  -----------  
Stockholder's equity   
Common Stock, $.001 par value, 10,000,000 shares
authorized, 3,350,000 shares, issued & outstanding      3,350 
Additional paid-in capital                          1,425,218    
Accumulated surplus                                   321,897
Unrealized gain on investments, net of income tax       7,605
                                                  -----------
 Total stockholder's equity                         1,758,070
                                                  -----------    
 Total liabilities and stockholders equity        $ 1,899,279
                                                  ===========   
</TABLE>
[FN]
        See accompanying notes to financial statements

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<PAGE>

<TABLE>
<CAPTION>
                         INSTRUCTIVISION, INC.
                        STATEMENT OF OPERATIONS
          For the Three Months Ended December 31, 1997 and 1996
                             (unaudited)
                        
                                      December 31,   December 31, 
                                         1997            1996      
                                      ------------   ------------  

Revenues
<S>                                   <C>            <C>
Net sales 
 Products                             $   92,656     $    93,193      
 Services - unaffiliated                 210,854          99,435
 Services - affiliated                                    24,638 
                                      ----------     ------------  
 Total sales                             303,510         217,266 

Investment Income                         44,157          34,884
                                      ----------     ------------
 Total Revenues                          347,667         252,150 

Costs and expenses 
Cost of sales 
   Products                               55,991          92,397
   Services - unaffiliated               127,724          84,938 
   Services - affiliated                      --          21,046  
                                     -----------     ------------
 Total cost of sales                     183,715         198,381 

General and administrative expenses      119,372         122,811   
Interest expenses                          2,045           5,468  
                                     -----------     ------------  
 Total costs and expenses                305,132         326,660  
                                     -----------     ------------  
Income (loss) before income taxes         42,535         (74,510) 

Provision for income taxes                18,750         (16,000)        
                                     -----------     ------------
Net income (loss)                     $   23,785         (58,510)  
                                     ===========      ===========
                                              
Earnings per share                     $     .01           $(.02)
                                     ===========      ===========   
</TABLE>

[FN]
         See accompanying notes to financial statements



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<TABLE>
<CAPTION>                                         
                          INSTRUCTIVISION, INC.
                         STATEMENT OF CASH FLOWS
         For the Three Months Ended December 31, 1997 and 1996 
                             (Unaudited)       

                                          December 31, December 31,            
                                              1997         1996     
                                          -----------  ------------  
<S>                                       <C>          <C>       
Operating activities
Net income                                $   23,785   $  (58,510)  
Adjustments to reconcile net income to
net cash provided by operatg.activities 
Depreciation                                  28,268       28,305          
Amortization of capitalized software          13,976       11,160      
Deferred income taxes                             --      (16,000)        
Changes in operating assets and liabilities:
(In)decrease in accounts receivable
 - unaffiliated                               14,392       28,377    
 - affiliated                                 44,107       (1,306)  
De(In)crease in inventory and prepaid 
  expenses                                     5,994       39,327
Decrease in accounts payable and 
accrued expenses                             (40,791)     (53,606)   
                                          -----------  -----------
Net cash provided by operating activities     89,761      (22,253)

Investing Activities
Additions to Investments                     (44,157)    (902,460)
Additions to capitalized software             (8,925)          --
Purchases of property, plant & equipment      (4,480)     (33,363)  
                                          -----------  -----------
Net cash utilized in investing activities    (57,562)    (935,823) 

Financing activities
Payment from shareholder advances             (2,000)          --    
Principal payment on credit lines,notes
payable and capital lease obligations        (12,088)     (45,794)   
                                          -----------  -----------
Net cash utilized by financing activities    (14,088)     (45,794)   
Decrease in cash                              18,111   (1,003,870)  
Cash at beginning of year                      1,637    1,007,906       
                                          -----------  -----------
Cash at end of year                       $   19,748    $   4,036    
                                          ===========  =========== 
<CAPTION>
Supplemental disclosure of cash flow information:

                                   December 31,  December 31,   
                                      1997            1996    
                                   -----------   -------------  
Cash paid during the year for
<S>                                <C>           <C>      
Interest                           $  2,045      $     5,468  
</TABLE>

[FN]
      See accompanying notes to financial statements

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<PAGE>
                         INSTRUCTIVISION, INC.
                NOTES TO INTERIM FINANCIAL STATEMENTS
                           December 31, 1997
                              (unaudited)
Note 1. Basis of Presentation

     The financial statements included herein are unaudited. 
However, such information reflects all adjustments consisting of 
normal recurring adjustments which are, in the opinion of 
management, necessary for a fair presentation of the statements 
for the interim periods.

     The results of operations for the three months ended 
December 31, 1997 are not necessarily indicative of the results 
to be expected for the full year.

Note 2. Earnings Per Share

     Earnings per share is based on the weighted average number 
of common shares outstanding.  The weighted average number of 
common shares was 3,350,000 for the periods ended December 31, 1997 
and 1996. 

     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                    AND RESULTS OF OPERATIONS.
     -----------------------------------------------------------

1. Material Changes in Financial Condition:

    The working capital ratio as of December 31, 1997 was 8.7 : 1 as
compared to 7.7 : 1 as of December 31, 1996.

2. Material Changes in Results of Operations:
 
    For the quarter ended December 31, 1997, the Company had revenues 
of $347,667 as compared to $252,150 in the quarter ended December 31,
1996. The Company's sales backlog was approximately $155,000 on 
December 31, 1997, principally from video production orders, as
compared to $92,000 for the quarter ended December 31, 1996.

    The Company experienced an operating profit of $42.545 for the 
quarter ending December 31, 1997, as compared to a loss of $74,510 in 
December 31, 1996, and a loss of $52,013 in the 1995 quarter. 
Management attributes the profit to increased video production business 
from one corporate customer.

    Revenues from software and textbooks show a continuing decrease 
from the previous years. For the quarter ended December 31, 1997 sales 
of these products were 21% less than the same quarter in 1996 and 37% 
less than the 1995 quarter. Video production revenues rose during the 
quarter ended December 31, 1997 by 112% over the quarter ended 
December 31, 1996 and 100% over the 1995 quarter.

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                           SIGNATURE  
  
  
     Pursuant to the requirement of the Securities Exchange Act of 
1934, the registrant has duly cause this report to be signed on its 
behalf by the undersigned thereunto duly authorized.  
  
  
                                   INSTRUCTIVISION, INC.              
  
February 16, 1998                  Rosemary Comras                
                                   President and 
                                   Chief Accounting Officer 

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