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, 1998    
  
Commission File Number     0-14411 
  
                      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 31, 1998 there were 3,350,000 shares of Common 
Stock, par value less than $.001 per share, outstanding. 

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                         INDEX

                                                    Page
                                                    ----
 
Part I:     Financial Statement
    
            Balance Sheets at December 31, 1998         4
                     
            Statement of Operations for the three       5
            months ended December 31, 1998 and 1997 

            Statement of Cash Flows for the three       6
            months ended December 31, 1998 and 1997

            Notes to Interim Financial Statements       7

Part II:    Management's Discussions and Analysis       8
            of Financial Condition and Results of 
            Operations.

Signature                                               9



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<PAGE>

            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, 1998 are not necessarily 
indicative of the results that may be expected for the year ended 
September 30, 1999. 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, 1998.








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<PAGE>
<TABLE>
<CAPTION>
                       INSTRUCTIVISION, INC
                          BALANCE SHEETS
                         December 31, 1998
                           (unaudited)                   
                                                   December 31, 
                     ASSETS                          1998
                                                  ------------
<S>                                               <C>           
Current assets
Cash                                              $  112,132 
Investments                                          832,532
Accounts receivables                                 185,716
Inventory                                            178,008
Prepaid expenses                                      29,166
Deferred income taxes                                     --
                                                  -----------   
 Total current assets                              1,337,554

Property and equipment at cost, less   
  accumulated depreciation                           204,024
Other assets              
Capitalized software - net of amortization           179,035
Deposits                                              13,125
Deferred income taxes                                 57,000
                                                  -----------      
 Total other assets                                  249,160
                                                  -----------    
 Total assets                                     $1,790,738
                                                  ===========   
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                               <C>       
Current liabilities 
Accounts payable                                  $  102,463
Accrued expenses                                      22,154
Notes payable - current portion                        8,038
                                                  -----------  
 Total current liabilities                           132,655
Notes payable, less current portion                    4,078
                                                  -----------  
 Total liabilities                                   136,733
                                                  -----------  
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                                  110,037
Unrealized gain on Investments                       115,400   
                                                  -----------
 Total stockholder's equity                        1,654,005
                                                  -----------    
 Total liabilities and stockholders equity        $1,790,738

                                                  ===========   
<FN>
       See accompanying notes to financial statements
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         INSTRUCTIVISION, INC.
                       STATEMENT OF OPERATIONS
         For the Three Months Ended December 31, 1998 and 1997
                           (unaudited)
                                      December 31,   December 31, 
                                          1998           1997      
                                      ------------   ------------  
Revenues
<S>                                   <C>            <C>
Net sales 
 Products                             $  120,840     $    92,656
 Services                                145,200         210,854  
                                      -----------    ------------  
 Total sales                             266,040         303,510

Investment Income                         28,612          44,157
                                      -----------    ------------
 Total Revenues                          294,652         347,667

Costs and expenses 
Cost of sales 
   Products                               63,478          55,991
   Services                              152,571         127,724  
                                      -----------    ------------
 Total cost of sales                     216,049         183,715 

General and administrative expenses      131,061         119,372
Interest expenses                            241           2,045
                                      -----------    ------------  
 Total costs and expenses                347,351         305,132
                                      -----------    ------------  
Income (loss) before income taxes        (52,699)         42,535 

Provision for income taxes                    --          18,750   
                                      -----------    ------------
Net income (loss)                     $  (52,699)    $    23,785
                                      ===========    ============
Earnings (loss) per share               $ ( .02)         $  .01
                                      ===========    ============   

<FN>
         See accompanying notes to financial statements

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</TABLE>
<PAGE>
<TABLE>
<CAPTION>                                         
                           INSTRUCTIVISION, INC.
                          STATEMENT OF CASH FLOWS
           For the Three Months Ended December 31, 1998 and 1997 
                                (Unaudited)        
                                           December 31, December 31,  
                                               1998        1997     
                                           -----------  ------------  
<S>                                         <C>          <C>       
Operating activities
Net (loss) income                           $ (52,699)   $  23,785
Adjustments to reconcile net income to
 net cash provided by operating activities 
Depreciation                                   29,482       28,268        
Amortization of capitalized software            6,004       13,976   
Changes in operatg.assets and liabilities:
(In)decrease in accounts receivable           189,969       58,499   
De(In)crease in inventory & prepaid expenses  (29,853)       5,994
In(De)crease in accounts payable and accrued
 expenses                                     (24,164)     (40,761) 
                                            ----------   -----------
Net cash provided by operating activities     118,739       89,761 

Investing Activities
Additions to Investments                       (3,613)     (44,157)
Additions to capitalized software             ( 9,199)      (8,925)
Purchases of property, plant & equipment      ( 3,536)      (4,480)  
                                            ----------   -----------
Net cash utilized in investg. activities      (16,348)     (57,562) 

Financing activities
Proceeds from shareholder advances                 --       (2,000)    
Principal payment on credit lines,notes
payable and capital lease obligations         ( 1,869)     (12,088)   
                                            ----------   ----------
Net cash (utilized) provided by
financing activities                           (1,869)     (14,088)  

Increase in cash                              100,522       18,111         
Cash at beginning of period                    11,610        1,637        
                                           -----------   ----------
Cash at end of period                      $  112,132    $  19,748     
                                           ===========   ========== 
<CAPTION>
Supplemental disclosure of cash flow information:
                                   December 31,  December 31,       
                                      1998           1997    
                                   -----------   ------------  
Cash paid during the year for
<S>                                <C>           <C>      
Interest                           $   241       $  2,045  
                            

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<PAGE>
                          INSTRUCTIVISION, INC.
                 NOTES TO INTERIM FINANCIAL STATEMENTS
                           December 31, 1998
                              (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 nine months ended 
December 31, 1998 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 period ended December 31, 1998 
and 1997. 



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

    For the three months ended December 31, 1998, the Company had net 
sales of $266,840, down 31% from the same period in 1997. Sales for
the December 1997 quarter were $303,510 compared to $217,266 in 1996.  

    Revenues from video production were lower than expected due to the 
completion of a major contract. Sales from commercial video services  
were $145,200, or 31% lower than the December 1997 sales of $210,854, 
up from $99,435 in 1996.

    Introduction of the new GEPA Success product series in October 
1998 helped boost school sales during a quarter which, historically, 
is not a significant purchasing period for schools.  Sales from 
school products were $120,840 for the quarter ended December 31, 1998 
compared to net sales of $92,656 in the December 1997 quarter, 
reflecting an increase of 30% over the same period in the previous 
fiscal year.
 
    The Company recorded a net loss of $52,699, or $.02 per share
for the three months ended December 31, 1998 compared to a gain of 
$23,785 or $.01/share in the prior year.

    The Company's increase in cash flow from operating activities
of $100,522 was provided by a reduction of accounts receivable during 
the quarter just ended. The current ratio on December 31,1998 was 10:1.

    Cost of sales increased during the quarter ended Decembe 31, 1998
by 13%, or 73% of sales up from 60% in the quarter ended December 31, 
1997.  The completion of a major contract with a corporate customer has 
contributed to lower revenues for the quarter and will impact the second 
quarter results of the current fiscal year. The Company's shift toward 
multimedia production services for CD ROMs and DVD application 
effectively integrates video, software, and text development in both 
educational and business use.  While cost of sales are stated here 
separately for products and services by prorating direct labor costs 
and allocating certain fixed costs to video production, the total cost 
of sales should be viewed in comparing costs with revenues. 

   On October 1, 1998 the Company entered into an agreement with Queue,
Inc., a distributor of educational products to the school market. Under 
the agreement Queue is the excluse distributor of Instructivision's
educational products. Sales for the quarter ended December 31, 1998
reflect net cash receipts from Queue, after sales commissions and
shipping costs. The Company expects to eliminate staff positions and 
expenses relating to warehousing, advertising, order fulfillment and
customer support as a result of the agreement.

     Management reports that the Company's educational software products 
as well as its administrative and production software are Y2K compliant.

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                           SIGNATURES  
   
     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, 1999                  Rosemary Comras                
                                   President and Chief
                                   Accounting Officer  


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