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, 1996    
  
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:  
(201) 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, 1996 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, 1996 are not necessarily 
indicative of the results that may be expected for the year ended 
September 30, 1997. For further information refer to the financial 
statements and footnotes thereto included in the Company's annual 
report on Form 10-K for the year ended September 30, 1996.




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<PAGE>
<TABLE>
<CAPTION>
                       INSTRUCTIVISION, INC
                         BALANCE SHEETS
                        December 31, 1996
                           (unaudited)                   
                                                  December 31, 
                                                     1996
                                                  ------------
                     ASSETS
<S>                                               <C>           
Current assets
Cash                                              $    4,036 
Investments                                          888,284
Accounts receivable - unaffiliated                   206,868
Accounts receivable - affiliated                      62,789
Inventory                                            243,544
Prepaid expenses                                       1,808
Deferred income taxes                                 10,000
                                                  ----------   
 Total current assets                              1,417,329

Property and equipment at cost, less   
 accumulated depreciation                            305,082

Other assets              
Capitalized software - net of amortization           185,368
Deposits                                              13,125
Deferred income taxes                                 93,000
                                                  ----------      
 Total other assets                                  291,493
                                                  ----------    
 Total assets                                     $2,013,904
                                                  ==========   
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                               <C>       
Current liabilities 
Accounts payable                                  $   46,407
Accrued expenses                                      82,186
Notes payable - current portion                       46,364
Notes payable - shareholder                           10,000
                                                  -----------  
 Total current liabilities                           184,957
Notes payable, less current portion                   29,794
                                                  -----------  
 Total liabilities                                   214,751
                                                  -----------  
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                                  384,761
Unrealized loss on Investments                       (14,176)
                                                  -----------
 Total stockholder's equity                        1,799,153
                                                  -----------    
 Total liabilities and stockholders equity        $2,013,904
                                                  ===========   

<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, 1996 and 1995
                           (unaudited)
                        
                                      December 31,   December 31, 
                                         1996            1995      
                                      ------------   ------------  
Revenues
<S>                                   <C>            <C>
Net sales 
 Products                             $  93,193      $   128,025
 Services - unaffiliated                 99,435          110,314
 Services - affiliated                   24,638           17,984
                                      ----------     ------------  
 Total sales                            217,266          256,323

Dividend Income                          34,884               --
                                      ----------     ------------
 Total Revenues                         252,150          256,323

Costs and expenses 
Cost of sales 
   Products                              92,397           72,829
   Services - unaffiliated               84,938           87,928
   Services - affiliated                 21,046           14,334
                                     -----------     ------------
 Total cost of sales                    198,381          175,091

General and administrative expenses     122,811          128,208
Interest expenses                         5,468            5,037
                                     -----------     ------------  
 Total costs and expenses               326,660          308,336
                                     -----------     ------------  
Income (loss) before income taxes       (74,510)         (52,013)

Provision for income taxes              (16,000)         (19,000)  
                                     -----------     ------------
Net income (loss)                     $ (58,510)      $  (33,013) 
                                     ===========      ===========
                                              
Earnings per share                     $ ( .02)           $(.01)
                                     ===========      ===========   

<FN>
            See accompanying notes to financial statements

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</TABLE>
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<TABLE>
<CAPTION>                                         
                           INSTRUCTIVISION, INC.
                          STATEMENT OF CASH FLOWS
           For the Three Months Ended December 31, 1996 and 1995 
                               (Unaudited)        
                                        
                                          December 31, December 31,            
                                             1996        1995     
                                          -----------  ------------  
<S>                                       <C>           <C>       
Operating activities
Net income                                $ (58,510)    $ (33,013)
Adjustments to reconcile net income to
net cash provided by operatg.activities 
Depreciation                                 28,305        32,420          
Amortization of capitalized software         11,160         8,613      
Deferred income taxes                       (16,000)      (19,000)
Unrealized loss on investments               14,176           --       
Changes in operatg.assets and liabilities:
(In)decrease in accounts receivable
 - unaffiliated                              28,377        23,260  
 - affiliated                                (1,306)       48,327  
De(In)crease in inventory and prepaid 
  expenses                                   39,327        64,482
Decrease in accounts payable and 
accrued expenses                            (53,606)      (25,514)  
                                           ---------    ----------
Net cash provided by operatg.activities     (22,253)       99,575

Investing Activities
Additions to Investments                   (902,460)         --
Additions to capitalized software                --       (80,538)
Purchases of property, plant & equipment    (33,363)      ( 2,378) 
                                           ---------    ----------
Net cash utilized in investg. activities   (935,823)     ( 82,916) 

Financing activities
Proceeds from shareholder advances               --         3,700   
Principal payment on credit lines,notes
payable and capital lease obligations       (45,794)      (20,951)  
                                          ----------     ---------
Net cash (utilized) provided by
financing activities                        (45,794)      (17,251)  
Decrease in cash                         (1,003,870)         (592)  
Cash at beginning of year                 1,007,906         1,246       
                                         -----------     ---------
Cash at end of year                      $    4,036      $    654     
                                         ===========     ========= 
<CAPTION>
Supplemental disclosure of cash flow information:

                                 December 31,  December 31,      
                                    1996            1995    
                                 -----------   -------------  
Cash paid during the year for
<S>                                <C>          <C>      
Interest                           $  5,468     $   5,037  
Income taxes                         30,000            25       

<FN>
          See accompanying notes to financial statements
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</TABLE>
<PAGE>
                         INSTRUCTIVISION, INC.
                NOTES TO INTERIM FINANCIAL STATEMENTS
                           December 31, 1996
                              (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, 1996 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, 1996 
and 1995. 






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                           INSTRUCTIVISION, INC.
                            December 31, 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 1996 is 7.7 : 1 as
compared to 2.7 : 1 as of December 1995, due primarily to the 
Company's receipt in September 1996 of life insurance proceeds on the 
late Jay Comras in the amount of $1,000,000. Income from the 
investment of the proceeds is being utilized for operating expenses.

2. Material Changes in Results of Operations:

    For the quarter ended December 31, 1996 the Company had revenues 
of $252,150 as compared to $256,323 in the quarter ended December 1995. 
The Company's sales backlog increased from $80,000 on September 30,1996
to $92,000 as of December 31, 1996.

    The Company experienced an operating loss of $74,510 for the quarter
ending December 31, 1996 as compared to a loss of $52,013 in December 1995.
Management attributes the loss to increased payroll and selling expenses. 

     The Company has entered into agreements with 8 new sales 
representatives to market the Company's products throughout the United
States. The Company has added a full-time sales manager to its video
production division to expand its corporate video production market. 



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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 17, 1996                  Rosemary Comras                
Date                               President  
                                   (Signature)



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