EXHIBIT INDEX APPEARS ON PAGE 21


                     U.S. SECURITIES AND EXCHANGE COMMISSION

                               Washington, DC  20549

                                    FORM 10-QSB

                 Quarterly Report Under Section 13 or 15(d) of the
                          Securities Exchange Act of 1934

                 For the quarterly period ended September 30, 2005

                          Commission File Number: 0-17170


                                TELVUE CORPORATION
         (Exact name of small business issuer as specified in its charter)




           DELAWARE                                     51-0299879
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)



16000 Horizon Way, Suite 500
Mt. Laurel, New Jersey                                      08054
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code:(856) 273-8888

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the issuer was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days.
Yes   X   No
    ------   ------

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 2b-2 of the Exchange Act) Yes       No  X
                                      ------   ------

Number of shares of registrant's common stock outstanding as of October 18,
2005: 48,316,407 shares.

Transitional Small Business Disclosure Format:  Yes       No   X
                                                    ------   ------
This report includes a total of 25 pages.


                         TELVUE CORPORATION

                                       INDEX

                                                                      PAGE
                                                                       NO.
                                                                      -----

PART I.   FINANCIAL INFORMATION

          Item 1.  Financial Statements

          Balance Sheets as of September 30, 2005
          (unaudited) and as of December 31, 2004

          Statements of Operations for the three
          months ended September 30, 2005 (unaudited)
          and September 30, 2004 (unaudited)

          Statements of Operations for the nine
          months ended September 30, 2005 (unaudited)
          and September 30, 2004 (unaudited)

          Statements of Cash Flows for the nine
          months ended September 30, 2005 (unaudited)
          and September 30, 2004 (unaudited)

          Notes to Financial Statements (unaudited)

          Item 2.  Management's Discussion and Analysis or Plan of
                   Operation

          Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

          Item 6.  Exhibits


<Page>
<Table>
PART I.  Financial Information
ITEM I.  Financial Statements
                                 TELVUE CORPORATION
                                   BALANCE SHEETS

                                              September 30,   December 31,
                                                  2005            2004
                                              -------------   -----------
<S>                                              <C>             <C>

ASSETS                                        (Unaudited)           *

CURRENT ASSETS
  Cash and cash equivalents                    $   284,345     $1,206,219
  Accounts receivable - trade, net of allowance
   of $80,147 at September 30, 2005 and
   $82,701 at December 31, 2004                    387,577        483,045
  Other current assets                              73,965         30,327
  Current assets from discontinued operations         -            48,572
                                               -----------     ----------
     TOTAL CURRENT ASSETS                          745,887      1,768,163

PROPERTY AND EQUIPMENT
  Machinery and equipment                        6,051,467      5,719,740
  Less accumulated depreciation                  5,514,470      5,405,245
                                               -----------     ----------
                                                   536,997        314,495

OTHER ASSETS                                         8,800          8,800

                                                ----------     ----------
                                                $1,291,684     $2,091,458
                                                ==========     ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Notes payable - current                       $     -        $  541,000
  Accounts payable - trade                         120,023        101,958
  Accrued expenses                                 199,677        267,007
  Accrued dividends payable                           -         2,955,708
  Deferred service revenue                          34,396           -
  Current liabilities from discontinued
    operations                                        -             8,948
                                               -----------     ----------
     TOTAL CURRENT LIABILITIES                     354,096      3,874,621

NOTES PAYABLE - MAJORITY STOCKHOLDER               541,000           -

REDEEMABLE CONVERTIBLE PREFERRED STOCK, $1 par
  value, 6,900,000 shares authorized, 0 and
  3,518,694 shares issued and outstanding at
  September 30, 2005 and December 31, 2004,
  respectively (liquidation value of
  $6,474,402 at December  31, 2004)
  (see Note 9 of the financial statements
  included herein)                                    -         3,518,694

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)
 Common stock, $.01 par value, 100,000,000
 shares authorized, 48,316,407 and 24,857,274
 shares issued and outstanding at September
 30, 2005 and December 31, 2004, respectively      483,164        248,573
 Additional paid-in capital                      4,873,056      1,588,953
 Accumulated deficit                            (4,959,632)    (7,139,383)
                                               -----------    -----------
                                                   396,588     (5,301,857)
                                               -----------    -----------
                                                $1,291,684     $2,091,458
                                               ===========    ===========
*  Derived from audited financial statements.

The accompanying unaudited notes are an integral part of these statements.


<Page>
                                   TELVUE CORPORATION
                                STATEMENTS OF OPERATIONS
                                       (UNAUDITED)


                                                   Three Months Ended
                                                      September 30,
                                             ----------------------------
                                                   2005            2004
                                                   ----            ----

REVENUES
  ANI Services                                $   484,711     $   660,547
  TVTN Services                                    94,982          10,000
                                              -----------     -----------
                                                  579,693         670,547
COST OF REVENUES
  ANI Services                                    153,485         271,331
  TVTN Services                                   130,331          19,921
                                              -----------     -----------
TOTAL COST OF REVENUES                            283,816         291,252
                                              -----------     -----------
GROSS MARGIN                                      295,877         379,295

OPERATING EXPENSES
  Selling and marketing                           265,536         177,216
  General and administrative                      296,275         340,981
  Depreciation & amortization                      41,813          27,475
                                              -----------     -----------
                                                  603,624         545,672
                                              -----------     -----------
OPERATING LOSS                                   (307,747)       (166,377)

OTHER INCOME
  Interest income                                   1,517           2,090
                                              -----------     -----------
LOSS FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                            (306,230)       (164,287)

INCOME TAX EXPENSE                                   -             75,833
                                              -----------     -----------

LOSS FROM CONTINUING OPERATIONS                  (306,230)        (88,454)

DISCONTINUED OPERATIONS
  Loss from operations of discontinued
   component                                       (4,452)        (12,553)
  Provision for income tax benefit                    -             5,030
                                              -----------     -----------
                                                   (4,452)         (7,523)
                                              -----------     -----------
NET LOSS                                         (310,682)        (95,977)

DIVIDENDS ON REDEEMABLE
  CONVERTIBLE PREFERRED STOCK                        -           (105,561)
                                              ----------      -----------
NET LOSS AVAILABLE TO
  COMMON STOCKHOLDERS                         $  (310,682)    $  (201,538)
                                              ===========     ===========
BASIC NET INCOME (LOSS) PER COMMON SHARE
  FROM CONTINUING OPERATIONS                        $(.01)          $(.01)
  FROM DISCONTINUED OPERATIONS                        .00             .00
                                                   ------          ------
    TOTAL                                           $(.01)          ($.01)
                                                   ======          ======
DILUTED NET INCOME (LOSS) PER COMMON SHARE
  FROM CONTINUING OPERATIONS                        $(.01)          $(.01)
  FROM DISCONTINUED OPERATIONS                        .00             .00
                                                   ------          ------
    TOTAL                                           $(.01)          $(.01)
                                                   ======          ======
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
   BASIC                                        40,156,708      24,857,274
                                                ==========      ==========
   DILUTED                                      40,156,708      24,857,274
                                                ==========      ==========

The accompanying unaudited notes are an integral part of these statements.
<Page>
                                   TELVUE CORPORATION
                                STATEMENTS OF OPERATIONS
                                       (UNAUDITED)


                                                  Nine Months Ended
                                                     September 30,
                                             ----------------------------
                                                   2005            2004
                                                   ----            ----

REVENUES
  ANI Services                                $ 1,633,962     $ 2,591,436
  TVTN Services                                   156,089          16,000
                                              -----------     -----------
                                                1,790,051       2,607,436
COST OF REVENUES
  ANI Services                                    598,482         958,624
  TVTN Services                                   287,422          46,604
                                              -----------     -----------
TOTAL COST OF REVENUES                            885,904       1,005,228
                                              -----------     -----------
GROSS MARGIN                                      904,147       1,602,208

OPERATING EXPENSES
  Selling and marketing                           700,837         396,087
  General and administrative                      867,752         836,288
  Depreciation & amortization                     112,196          99,559
                                              -----------     -----------
                                                1,680,785       1,331,934
                                              -----------     -----------
OPERATING INCOME (LOSS)                          (776,638)        270,274

OTHER INCOME (EXPENSE)
  Interest income                                   6,856           3,820
  Interest expense                                    -              (331)
                                              -----------     -----------
TOTAL OTHER INCOME (EXPENSE)                        6,856           3,489
                                              -----------     -----------

INCOME (LOSS) FROM CONTINUING OPERATIONS
  BEFORE INCOME TAXES                            (769,782)        273,763

INCOME TAX EXPENSE                                   -            (83,587)
                                              -----------     -----------

INCOME (LOSS) FROM CONTINUING OPERATIONS         (769,782)        190,176

DISCONTINUED OPERATIONS
  Loss from operations of discontinued
   component                                       (6,175)       (436,888)
  Provision for income tax benefit                    -           169,670
                                              -----------     -----------
                                                   (6,175)       (267,218)
                                              -----------     -----------
NET LOSS                                         (775,957)        (77,042)

DIVIDENDS ON REDEEMABLE
  CONVERTIBLE PREFERRED STOCK                        -           (316,683)
                                              ----------     ------------
NET LOSS AVAILABLE TO
  COMMON STOCKHOLDERS                          $ (775,957)    $  (393,725)
                                              ===========    ============
BASIC NET INCOME (LOSS) PER COMMON SHARE
  FROM CONTINUING OPERATIONS                        $(.03)          $(.01)
  FROM DISCONTINUED OPERATIONS                        .00            (.01)
                                                   ------           -----
    TOTAL                                           $(.03)          ($.02)
                                                   ======           =====
DILUTED NET (LOSS) INCOME PER COMMON SHARE
  FROM CONTINUING OPERATIONS                        $(.03)          $(.01)
  FROM DISCONTINUED OPERATIONS                        .00            (.01)
                                                    -----           -----
    TOTAL                                           $(.03)          ($.02)
                                                   ======           =====
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
   BASIC                                        30,013,128      24,827,274
                                                ==========      ==========
   DILUTED                                      30,013,128      95,531,313
                                                ==========      ==========

The accompanying unaudited notes are an integral part of these statements.
<Page>

                                   TELVUE CORPORATION
                                STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)


                                                      Nine Months Ended
                                                        September 30,
                                                   ---------------------
                                                    2005            2004
                                                    ----            ----

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                      $  (775,957)     $ (77,042)
 Adjustments to reconcile net loss to
  net cash provided (used) by operating
  activities:
   Depreciation & amortization                     112,196        131,048
   Deferred taxes                                      -          (86,083)
   Write off of covenant not to compete                -            1,669
   Impairment of goodwill                              -          350,000
Changes in assets and liabilities:
  Decrease (increase) in -
   Accounts receivable - trade                      95,468         74,469
   Inventory                                           -          184,973
   Other current assets                            (43,638)         5,552
   Current assets from discontinued operations      48,572           -
  Increase (decrease) in -
   Accounts payable - trade                         18,065       (208,079)
   Accrued expenses                                (67,330)       124,686
   Deferred service revenue                         34,396        (14,362)
   Current liabilities from discontinued operations (8,948)          -
                                                  --------       --------
    NET CASH PROVIDED (USED) BY OPERATING
     ACTIVITIES                                   (587,176)       486,831
                                                  --------       --------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment             (334,698)      (137,031)

CASH FLOWS FROM FINANCING ACTIVITIES
  Debt reduction - Notes payable - other               -          (39,953)
  Issuance of common stock                             -              500
                                                 ---------       --------
                                                       -          (39,453)
                                                 ---------       --------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                (921,874)       310,347

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                            1,206,219        842,601
                                                ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD        $  284,345     $1,152,948
                                                ==========     ==========

The accompanying unaudited notes are an integral part of these statements.
</Table>
<Page>

                                     TELVUE CORPORATION
                               NOTES TO FINANCIAL STATEMENTS
                                     (UNAUDITED)

1.	BASIS OF PRESENTATION:
       ----------------------

Summary Financial Information and Results of Operations
--------------------------------------------------------

In the opinion of management, the accompanying unaudited financial
statements have been prepared in conformance with accounting principles
generally accepted in the United States of America and with the regulations
of the Securities and Exchange Commission and contain all adjustments
(consisting of only normal recurring adjustments) necessary to make the
financial statements not misleading and to present fairly the financial
condition as of September 30, 2005 and the results of operations for the
three and nine months ended September 30, 2005 and 2004 and cash flows for
the nine months ended September 30, 2005 and 2004.

Interim Financial Information
-----------------------------

While management believes that the disclosures presented are adequate to
prevent misleading information, these unaudited financial statements must be
read in conjunction with the audited financial statements and notes included
in the Company's Form 10-KSB report for the year ended December 31, 2004, as
filed with the Securities and Exchange Commission.

Prior period financial statements have been reclassified to conform with
current quarter presentation.

2. DISCONTINUED OPERATIONS:
    ------------------------

In the second quarter of 2004, the Company made a decision to discontinue the
business segment that operated under the name, Source Communications Group
("Source").  Source functioned as a communications solution provider and
network integrator serving clients mainly in the Mid-Atlantic States.  This
decision was made as a result of the ongoing losses produced by the Source
segment and the amount of time and resources required to run the segment.
The Company has decided to use its time and resources to focus on growing its
TVTN business (see Part I, Item 2, of this report, "Management's Discussion
and Analysis or Plan of Operation").

The results for the Source segment have been classified as discontinued
operations for all periods presented in the Balance Sheet and Statements of
Operations.  Cash flows related to discontinued operations have not been
segregated in the Statement of Cash Flows.

The Balance Sheet detail of assets and liabilities from discontinued
operations at September 30, 2005 and December 31, 2004 is as follows:

                                 September 30,   December 31,
                                     2005            2004
                                 -------------   -----------
CURRENT ASSETS:
  Accounts receivable - trade     $    -          $  48,572
                                  =========       =========

CURRENT LIABILITIES:
  Accrued expenses                $    -          $   8,948
                                  =========       =========

The summarized results of discontinued operations for the nine months ended
September 30, 2005 and 2004 are as follows:

                                            Nine Months Ended September 30,
                                                 2005           2004
                                             -----------     -----------
Hardware sales and service                   $   (1,503)     $1,119,902


Cost of hardware sales and service                1,260         937,380
Selling, administrative and depreciation
 expenses                                         3,412         270,034
Goodwill impairment charge                          -           350,000
Write off of covenant not to compete                -             1,669
                                              ----------      ----------
                                                  4,672       1,559,083
                                              ----------      ----------
OPERATING LOSS                                   (6,175)       (439,181)

Interest income net of expense                      -             2,293
                                              ----------      ----------
LOSS FROM OPERATIONS BEFORE INCOME TAXES      $  (6,175)      $(436,888)
                                              ==========      ==========

3.	GOODWILL:
       --------

Effective January 1, 2002, the Company adopted Financial Accounting Standards
Board Statement("SFAS") No. 142, "Goodwill and Other Intangible Assets",
under which goodwill is no longer amortized but instead is assessed for
impairment at least annually.  In the second quarter of 2004, management made
a decision to discontinue the Source segment operations due to the ongoing
losses produced by the segment.  As a result of this decision, the Company
wrote off the remaining balance of the Source goodwill on June 30, 2004,
which amounted to $350,000 (see Note 2).

4.	SUPPLEMENTAL CASH FLOW INFORMATION:
       ----------------------------------

Supplemental disclosures of cash paid during the period-

                                           2005            2004
                                           ----           ----
             Income taxes                $   -          $   -
             Interest                    $   -          $   341

Non-cash Investing and Financing Transactions
---------------------------------------------
The Company accrued dividends on its redeemable convertible preferred stock
held by Mr. H.F. Lenfest of $105,561 and $316,683 during the three and nine
months ended September 30, 2004, respectively.  On June 16, 2005, Mr. Lenfest
agreed to relinquish his right to all accrued but unpaid dividends
attributable to the redeemable convertible Preferred Stock.  Therefore
$3,061,269 of accrued dividends was reversed and included in stockholders'
equity as a decrease to the Company's accumulated deficit.

5.	EARNINGS PER COMMON SHARE:
       -------------------------

Basic earnings per common share is computed by dividing net income, after
deduction of preferred stock dividends, by the weighted average number of
shares of outstanding common stock.  Diluted earnings per common share is
computed by dividing net income, after the deduction of preferred stock
dividends, when applicable, by the weighted average number of shares of
outstanding common stock adjusted to include incremental common shares that
would have been outstanding if potentially dilutive common shares had been
issued.  Common equivalent shares are excluded from the computation in
periods in which they have an antidilutive effect.  Because of the net loss
available to common stockholders for the nine months ended September 30,
2005 and 2004, no potential common shares are included in the computation
of a diluted per share amount since such potential common shares would not
have a dilutive effect.

The following is reconciliation from basic earnings per share to diluted
earnings per share for the nine months ended September 30, 2005 and 2004.

                                                      Average
                                                      Shares     Earnings
                                        Amount      Outstanding  Per Share
                                      ------------  -----------  --------
2005
Loss from continuing operations       $ (769,782)    30,013,128    $(.03)
                                      ==========     ==========   =======

2004
Income from continuing operations,
 less dividends on preferred stock    $ (126,507)    24,857,274    $(.01)
                                      ==========     ==========   =======

6.	CORPORATE INCOME TAXES:
       ----------------------

The Company uses the asset and liability method of accounting for income
taxes in accordance with SFAS No. 109, "Accounting for Income Taxes".  SFAS
109 requires recognition of deferred tax assets and liabilities for the
expected future tax consequences of events that have been recognized in the
financial statements or tax returns.  Under this method, deferred tax
liabilities and assets are determined based on the differences between the
financial statement carrying amounts and tax bases of assets and liabilities
using enacted tax rates in effect in the years in which the differences are
expected to reverse.  Differences between financial reporting and tax bases
arise most frequently from differences in timing of income and expense
recognition.  Deferred income tax expense is measured by the change in the
net deferred income tax asset or
liability during the year.

The provisions for income tax (expense) benefit from continuing operations
for the nine months ended September 30, 2005 and 2004 consist of the
following components:

                                                 2005               2004
                                             -----------        ----------
Current
 Federal                                      $    -             $   -
 State                                             -                 -
                                             -----------        ----------
                                                   -                 -
Deferred
 Federal                                        263,826            73,966
 State                                           72,746            12,117
                                              ----------        ----------
                                                336,572            86,083
Valuation allowance increase                   (336,572)              -
                                              ----------        ----------
                                                   -               86,083
                                              ----------        ----------
                                             $     -            $  86,083
                                              ==========        ==========

At September 30, 2005, TelVue recorded an increase in valuation allowance of
$336,572 to reduce its deferred tax asset to zero.  The valuation allowance
was recorded due to the uncertainty as to whether future net income would be
generated that would utilize TelVue's net operating loss carry forward.
TelVue's federal net operating loss carry forward was approximately
$2,430,000 on a tax-reporting basis as of September 30, 2005.  The
carryforward will begin to expire in 2010, if not utilized.

7.	NOTES PAYABLE AND ACCRUED INTEREST:
	----------------------------------

Note Payable - Dacon Corporation d/b/a Source Communications Group
------------------------------------------------------------------
On March 9, 2001, the Company acquired the Source assets for $1.3 million.
The assets, which consisted primarily of material contracts with equipment,
software and communication service providers, were purchased for $1,000,000
in cash and $300,000 pursuant to a promissory note. The promissory note had
a term of three years.  Interest only was payable monthly during year one
at the rate of 8% per annum. Beginning in year two, both principal and
interest were payable monthly at the rate of 5.06% per annum. This note
was paid in its entirety during March 2004.

Note Payable - Ford Motor Credit Corp
-------------------------------------
In March 2001, the Company purchased a van for $21,402 to be used for
installations related to the Source business.  The Company paid cash of
$8,402 and financed the balance of $13,000.  The loan was payable monthly
in the amount
of $390, including principal and interest, had a term of three years and bore
interest at 5% per annum.  This note was paid in its entirety in March 2004.

8.	NOTES PAYABLE - MAJORITY STOCKHOLDER:
	------------------------------------

Note Payable - Majority Stockholder
-----------------------------------
On June 16, 2005, the independent members of the Board of Directors of
the Company and Mr. Lenfest, a director and the majority stockholder of the
Company, extended the maturity date of a promissory note in the principal
amount of $541,000 issued by the Company and currently held by Mr. Lenfest
(the "Science Note") to January 1, 2011.  The Science Note was originally
issued by the Company to Science Dynamics Corporation ("Science") and was
payable December 31, 1996.  In January 1995, Mr. Lenfest purchased the
Science Note from Science; the maturity date had been extended by the
Company and Mr. Lenfest on a yearly basis.  The Science Note is non-
interest bearing.

Line of Credit - Majority Stockholder
-------------------------------------
On April 27, 2005, TelVue entered into a Line of Credit Note with Mr.
Lenfest (the "Note").  Under the terms of the Note, the Company may borrow,
from time to time, up to the maximum principal amount of the Note which is
$3,800,000.  The minimum advance under the Note is $100,000 and the
interest rate of the Note is equal to the prime rate plus one percent (1%).
The Note contains customary events of default, including, among others,
non-payment of principal and interest and in the event the Company is
involved in certain insolvency proceedings.  In the event of a default,
all of the obligations of the Company under the Note may be declared
immediately due and payable.  The line of credit is unsecured and will
expire six years from the date of the first advance under the Note unless
extended or renewed.  As of September 30, 2005, no borrowings have been
made under the line of credit.


9.	CAPITAL STOCK:
	------------

Redeemable Convertible Preferred Stock
--------------------------------------
On June 16, 2005, Mr. Lenfest, the holder of all of the Company's
outstanding Class A Redeemable Convertible Preferred Stock (the "Preferred
Stock"), informed the Company of his intent to convert all of his 3,518,694
shares of Preferred Stock into the Company's common stock, $0.01 par value
(the "Common Stock").  Each share of Preferred Stock was convertible into
6.667 shares of Common Stock.  Prior to June 16, 2005, the $3,518,694
reflected on the Company's balance sheet as Preferred Stock had been
classified outside of stockholders' deficit because Mr. Lenfest, as the
majority stockholder, could designate all of the Company's directors and
therefore, could influence the Company's willingness to cause redemption of
the Preferred Stock.  The conversion of the Preferred Stock to Common Stock
occurred on August 2, 2005, upon Mr. Lenfest's delivery of the Preferred
Stock in the form of a lost certificate affidavit, and, as a result of the
conversion, the Company issued, 23,459,133 shares of Common Stock to Mr.
Lenfest.  Mr. Lenfest's beneficial ownership interest in the Common Stock
of the Company, after the cancellation of the Common Stock Warrants
described below, was approximately 76 percent at September 30, 2005.

The Preferred Stock had a par value of $1 per share and provided for a
cumulative 6 percent semiannual dividend.  The dividend was payable in cash
or additional shares of Preferred Stock at $1 per share, at the option of the
Company.  The Company had accrued dividends on the Preferred Stock since the
beginning of 1998, but no dividends had been paid.  On June 16, 2005, Mr.
Lenfest agreed to relinquish his right to all accrued but unpaid dividends
attributable to the Preferred Stock.  Therefore $3,061,269 of accrued dividends
was reversed and included in stockholders' equity at September 30, 2005, as a
decrease to the Company's accumulated deficit.

Common Stock Warrants
---------------------
On June 16, 2005, the independent members of the Board of Directors of
the Company and Mr. Lenfest agreed to terminate a Warrant Agreement
between Mr. Lenfest and the Company.  Pursuant to the Warrant Agreement, Mr.
Lenfest had the right to purchase up to 29,915,160 shares of the Company's
Common Stock for $.01 per share, the fair market value of the Common Stock
on the grant date.   The Warrant Agreement was entered into on March 15,
1991, in connection with a prior line of credit to the Company provided
by Mr. Lenfest.

10.	RELATED PARTY TRANSACTIONS:
	--------------------------

See Notes 4, 8 and 9, included herein, for information of related party
transactions between TelVue and its majority stockholder.

During the nine months ended September 30, 2004, Neil Heller, a former
Director of TelVue who resigned on September 10, 2004, served as a
consultant to TelVue through The Heller Group to provide a business
analysis for the TVTN (TelVue Virtual Television Networks) product and
service.  TelVue paid The Heller Group $50,000 for its services which
were completed in the first quarter of 2004.

11.	FINANCIAL DATA BUSINESS SEGMENT:
	-------------------------------

Based on the criteria set forth in SFAS No. 131 "Disclosures about
Segments of an Enterprise and Related Information", the Company operates
two business segments.  One segment is a marketing and service division,
which sells automatic number identification ("ANI") telecommunications
services to the cable television industry.  The other segment is a system
for displaying a fully automated TV station-like display on a cable system
access channel using computer based digital technology ("TVTN").

Summarized financial information by reporting segment as of and for each of
the nine months ended September 30, 2005 and 2004, is as follows:

Nine months ended September 30, 2005      ANI          TVTN        Total
-------------------------------------  ----------  -----------  ----------
Revenues                              $1,633,962  $  156,089   $1,790,051
Operating income (loss)                  333,030  (1,109,668)    (776,638)
Income (loss)from continuing
  operations before income taxes         339,886  (1,109,668)    (769,782)
Capital expenditures                      14,904     319,794      334,698


Nine months ended September 30, 2004     ANI           TVTN        Total
------------------------------------  ----------   ----------   ----------
Revenues                              $2,591,436   $   16,000  $2,607,436
Operating income (loss)                  506,737     (236,463)    270,274
Interest expense                             331          -           331
Income (loss) from continuing
  operations before income taxes         510,226     (236,463)    273,763
Capital expenditures                      26,344      110,687     137,031

12.	COMMITMENTS AND CONTINGENCIES:
	-----------------------------

The Company has received notice from a cable operating company customer
asserting its right to be indemnified against claims of patent infringement
made against the cable operator by a third party.  The third party has alleged
to the cable operator that portions of the cable operator's pay-per-view
operations infringe one or more patents held by such party.  The Company has
not received any notice of alleged infringement from the third party.  The
Company has retained independent patent counsel to review the third party
patents and the alleged infringement.  The Company is unable at this time to
determine if it has liability under the indemnity provisions of the contracts
with the cable operator or the amount of such liability if it exists.

The Company provides ANI Service to Adelphia Communications ("Adelphia").
Adelphia filed for Chapter 11 bankruptcy on June 25, 2002.  Pre-bankruptcy
outstanding accounts receivable from Adelphia of $157,210 are due to the
Company.  During the fourth quarter of 2002, the Company established a bad
debt reserve of $78,605, representing 50% of the outstanding balance due
from Adelphia as of the bankruptcy filing date on June 25, 2002.  It is not
known when the Company will receive payment for the Adelphia pre-bankruptcy
billings or if the billings will be paid in their entirety.  The 50% bad
debt reserve is management's estimate of the potentially uncollectible
portion.  Any billings subsequent to the bankruptcy filing date should be
paid under the Company's terms of net 20 days.

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

OVERVIEW OF COMPANY:

	TelVue operates two business segments.  One segment is a marketing and
service company which sells automatic number identification ("ANI")
telecommunications services to the cable television industry for the automated
ordering of pay-per-view features and events (the "ANI Service"). The other
segment is a system for displaying a fully automated TV station-like display
on a cable system access channel using computer based digital technology
(the "TVTN Service").  TelVue had previously operated a business segment
under the name, Source Communications Group ("Source"), which functioned as
a communications solution provider and network integrator serving clients
mainly in the Mid-Atlantic States.  In the second quarter of 2004, TelVue
made a decision to discontinue the Source segment operations.

	The ANI Service permits cable television companies to process special
ordering services without the attendant high manpower requirements or
extensive physical plant and facilities that are otherwise required.   TelVue
provides the ANI Service through equipment it purchases. TelVue's equipment
for providing the ANI Service nationwide is located at TelVue's home office
in Mt. Laurel, New Jersey.  The equipment provides enhanced service features,
such as, "Custom Greeting" which identifies the cable operator by name,
"Title Speak" which speaks the movie or event title, start-time and channel
appearance on accepted orders, and "Call Redirect" which automatically
redirects unaccepted order calls to the cable operator's customer service
representative for assistance.  TelVue believes these enhanced service
features are necessary for it to remain competitive within the pay-per-view
ANI industry.  The equipment also speaks promotional messages for products
and services at the time a cable subscriber is placing an order for a pay-
per-view movie or event (the "PPV+ service").  TelVue serves cable television
systems across the United States via trunk lines and data circuits that it
currently leases from MCI. TelVue believes it receives a favorable trunk usage
rate from MCI.

	TelVue developed a new product and service called TVTN and has applied
for two patents related to the product.  TVTN is a system for displaying a
fully automated TV station-like display on a cable system access channel using
computer based digital technology. TVTN displays the programming as graphics,
text, imbedded music, and pictures with voice narration and can run full motion
video clips.  TelVue is currently marketing TVTN to municipal governments and
school districts as a means of providing richer and more robust TV programming
for their local Cable TV Public, Education and Government Local Access Channels
("PEG Channels").  Currently, most municipalities use a simple TV display made
up of only text messages with background music. TelVue offers two different
billing programs.  Under the first billing program TelVue directly charges the
municipalities monthly support fees along with a one-time installation and
programming fee.  Under the second billing program, TelVue offers a sponsorship
program that finds regional and local businesses as sponsors or underwriters
for TVTN clients to help defray TVTN charges.  In return, the TVTN client
places an acknowledgement of the sponsor's support on its town or school's
access channel.

	Source was acquired on March 9, 2001 for $1.3 million pursuant to
TelVue's acquisition of the assets of J.D. Kraengel and Associates, Inc.
f/k/a Dacon Corporation d/b/a Source Communications Group, a Delaware
corporation located in Mullica Hill, NJ.  The Source segment sold and
installed computer related equipment, network systems, software, and data
communications equipment.  In the second quarter of 2004, TelVue made a
decision to discontinue the Source segment operations.  The decision to
discontinue the Source segment was made as a result of the ongoing losses
produced by the segment and the amount of time and resources required to
run the segment.  TelVue made an effort to sell a portion of the Source
segment but was not successful.  As of December 31, 2004, all Source
operations ceased.  TelVue has redirected its time and resources to
growing the TVTN business.

RESULTS OF OPERATIONS:

	The following discussion deals, at some length, with the decreases in
operating income for the three and nine months ended September 30, 2005
compared to the three and nine months ended September 30, 2004, and the
reasons for the decreases. TelVue further discusses the continuing erosion
in buy rates and the significant loss of a large portion of its subscriber
base for the ANI Service caused mostly by cable operator's aggressive movement
to digital services which limits the number of analog pay-per-view channels
available for content and allows the cable operator's customers to order
digital pay-per-view or video on demand via the set top box.  TelVue also
discusses the marketing of its new TVTN Service and the discontinuance of
the operations of the Source segment.

	The ANI segment had operating income of $214,286 for the three months
ended September 30, 2005 compared to an operating loss of $56,131 for the
three months ended September 30, 2004.  Although there was a decrease in ANI
service revenue of $175,836 for the three months ended September 30, 2005,
the ANI segment still experienced an increase in operating income of $270,417,
when compared to the three months ended September 30, 2004.  This is
partially a result of allocating more overhead and payroll expenses,
approximately 80% of the total expenses, to the TVTN segment effective July
1, 2005.  This new allocation was implemented because the TelVue labor force
is spending the majority of its time working on TVTN segment related work.
In addition, during the three months ended September 30, 2004, TelVue
recorded accrued payroll of $100,000 related to the December 31, 2004
retirement of TelVue's President and CEO.  No such expense was incurred or
recorded in the three and nine months ended September 30, 2005, thereby
causing a greater increase in operating income. Operating income for the
nine months ended September 30, 2005 and 2004 was $333,003 and $506,737,
respectively.  The decrease in operating income is predominately due to a
decrease in ANI Service revenue of $957,474 when compared to the same period
of 2004.  As expected, pay-per-view buy revenue decreased $55,961 and $224,541
for the three and nine months ended September 30, 2005, respectively and
feature and data link revenue decreased $117,871 and $689,433 for the three
and nine months ended September 30, 2005, respectively.  These decreases were
partially due to Adelphia Communications ("Adelphia") canceling TelVue's ANI
Service on July 1, 2004, because they began processing their ANI orders
internally.  TelVue served 1.5 million Adelphia subscribers, and Adelphia
contributed approximately 25% or $1.1 million annually, to TelVue's ANI
Service revenue. The Adelphia cancellation on July 1, 2004 accounts for a
decrease of $532,833 in service revenue for the nine months ended September
30, 2005, respectively.  In addition to the Adelphia cancellation on July 1,
2004, TelVue also experienced a reduction in the number of subscribers served
during the nine months ended September 30, 2005 (as discussed below).  The
decrease in pay-per-view buy revenue was also due in part to a continuing
reduction in the average monthly buy rate from 3.5% to 2.2% for the three
months ended September 30, 2004 and 2005, respectively, and from 3.7% to 2.8%
for the nine months ended September 30, 2004 and 2005, respectively.  TelVue
believes there is a loss of focus by cable operators on the pay-per-view
product line, primarily because of the amount of time cable operators are
spending on promoting new product lines such as digital service and high-
speed Internet access.

	As of September 30, 2005, TelVue was serving approximately 5.4 million
full-time cable subscribers compared to approximately 17.1 million full-time
cable subscribers served as of September 30, 2004.  During September 2005,
Dish Network performed the final transition of its movie traffic onto its
internal network.  Therefore, as of September 30, 2005, TelVue is no longer
serving the 11,200,000 Dish Network satellite subscribers.  Dish Network had
informed TelVue in 2003 of its plans to process its ANI orders internally and
had been slowly transitioning its ANI ordering onto its internal network. Dish
Network contributed approximately $260,000 in annual sales.  TelVue will
realize a savings in ANI services cost of revenues of approximately $60,000.
TelVue will continue to provide speech recording services to Dish Network which
will result in approximately $60,000 in annual revenue.  In addition, during
the nine months ended September 30, 2005, approximately 1.5 million cable
subscribers cancelled the ANI Service and only 16,000 new cable subscribers
were added to the ANI Service.  The cable operators cancelled the ANI Service
primarily as a result of moving their subscribers onto two-way digital service
which allows the cable operator to process ordering of pay-per-view movies
and events directly from its customers without using TelVue's ANI Service.
Management believes the long-term effects of deployment of digital two-way
service will continue to negatively impact the TelVue ANI Service.  As a result
of the cable and satellite subscriber cancellations noted above, TelVue expects
to continue to experience a decrease in revenue and net income for its ANI
segment.

	ANI cost of revenues decreased $117,846 and $360,142 for the three and
nine months ended September 30, 2005, respectively, when compared to the same
periods of 2004.  This decrease was partially due to a reduction in trunk and
data link expenses of $50,299 and $214,251 for the three and nine months ended
September 30, 2005, respectively, as a result of serving fewer subscribers and
a reduction in technical payroll and payroll taxes and benefits of $54,199 and
$118,663 for the three and the nine months ended September 30, 2005,
respectively, as a result of fewer ANI technicians being employed by TelVue
during the three and nine months ended September 30, 2005, when compared to
the same periods of 2004 and as a result of allocating more of the technicians
payroll and benefits to the TVTN segment.  Selling expenses related to the ANI
Service decreased $88,465 and $226,069 for the three and nine months ended
September 30, 2005, respectively, mainly as a result of moving marketing and
sales personnel to the TVTN segment as well as allocating the newly appointed
President and CEO's payroll and expenses to general and administrative expenses.
ANI segment general and administrative expenses decreased $236,278 and $157,005
for the three and nine months ended September 30, 2005, respectively, partially
as a result of allocating rent, overhead expenses, and payroll to the TVTN
segment during the three and nine months ended September 30, 2005.  In addition,
included in the general and administrative expenses for the nine months ended
September 30, 2004 is accrued payroll of $100,000 related to the December 31,
2004 retirement of TelVue's President and CEO.  No such expense was incurred
or recorded in the nine months ended September 30, 2005.

	The TVTN segment had an operating loss of $522,033 and $1,109,668 for
the three and nine months ended September 30, 2005, respectively, compared to
an operating loss of $110,246 and $236,463 for the three and nine months ended
September 30, 2004, respectively. TVTN Service revenue was $94,982 and
$156,089 for the three and nine months ended September 30, 2005, respectively,
compared to $10,000 and $16,000 for the three and nine months ended September
30, 2004, respectively.  Cost of revenues for the TVTN Service increased
$110,410 and $240,818 for the three and nine months ended September 30, 2005,
respectively, compared to the same periods of 2004, mainly as a result of
payroll for additional production and design personnel.  Selling expenses
related to the TVTN Service increased $176,788 and $530,822 for the three and
nine months ended September 30, 2005, respectively, when compared to the same
periods of 2004.  The increase is predominately a result of additional sales
personnel hired to aggressively market and sell the TVTN Service as well as
travel expenses related to sales.  As with many start-up ventures, management
anticipates that expenses will continue to grow as the operations and
marketing efforts increase.  To help speed TVTN penetration, shorten the sale
cycle, and assist clients in finding funding for the TVTN Service, TelVue
began offering in January 2005 a sponsorship program that finds regional and
local businesses as sponsors or underwriters for TVTN clients to help defray
TVTN charges.  In return, the TVTN client places an acknowledgement of the
sponsor's support on its town or school's access channel. TelVue believes that
many towns will adopt this method of funding TVTN charges.  As of September
30, 2005, TVTN was serving thirty four customers and had twelve closed sales
in production.  A majority of the closed sales in production are from clients
under the new sponsorship model.  TelVue is marketing the TVTN Service
nationally with a primary focus in New Jersey, Pennsylvania and Delaware.
TelVue has sold the service to one customer in California and one in Virginia;
the remainder are in the New Jersey, Pennsylvania and Delaware areas.  TVTN
general and administrative expenses increased $191,572 and $188,469 for the
three and nine months ended September 30, 2005, respectively.  This is
primarily a result of allocating a larger portion, approximately 80%, of rent
and other operational expenses to the TVTN segment beginning July 1, 2005.
Included in the TVTN expenses for the nine months ended September 30, 2004,
was a consulting fee of $50,000 paid to The Heller Group, a firm who was
engaged to develop a business strategy for the TVTN product and service (see
Note 10 of TelVue's accompanying financial statements).  No such expense was
incurred during the nine months ended September 30, 2005.

	There was a loss from discontinued operations before income tax benefit
from the Source segment of $6,175 and $436,888 for the nine months ended
September 30, 2005 and 2004, respectively.  Included in the net loss for the
nine months ended September 30, 2004, was a goodwill impairment charge of
$350,000 (see Note 3 to TelVue's accompanying financial statements).  There
was a provision for income tax benefit related to the Source discontinued
segment of $0 and $169,670 for the nine months ended September 30, 2005 and
2004, respectively.

	TelVue had a net loss of $775,957 and $77,042 for the nine months ended
September 30, 2005 and 2004, respectively.  TelVue recorded an income tax
benefit before valuation allowance increase of $336,572 for the nine months
ended September 30, 2005 and income tax expense of $86,083 for the nine
months ended September 30, 2004.  At December 31, 2004, TelVue recorded a
valuation allowance of $660,531 to reduce its deferred tax asset to zero.
TelVue has also recorded an increase in valuation allowance of $336,572 for
the nine months ended September 30, 2005.  The valuation allowances were
recorded due to the uncertainty as to whether future net income would be
generated that would utilize TelVue's net operating loss carry forward.
TelVue's federal net operating loss carry forward was approximately
$2,430,000 on a tax-reporting basis as of September 30, 2005 (see Note 6
of TelVue's accompanying financial statements).

	During the nine months ended September 30, 2005, TelVue purchased
$334,698 of equipment compared to $137,031 purchased during the nine months
ended September 30, 2004.  The majority of the equipment purchased during the
nine months ended September 30, 2005 and 2004, was for custom programming and
equipment related to the TVTN Service.  Depreciation and amortization expense
increased $12,637 for the nine months ended September 30, 2005, as a result of
the purchases. Depreciation and amortization accounted for 7% of total
operating expenses for both the nine months ended September 30, 2005 and 2004.

	As of September 30, 2005, TelVue maintained a bad debt reserve in the
amount of $80,147.  The majority of the reserve, $78,605, represents 50% of
the outstanding balance due from Adelphia as a result of the bankruptcy filing
date on June 25, 2002 (see Note 12 of TelVue's accompanying financial
statements).  It is unknown when TelVue will receive payment on these invoices
or what portion of the invoices will be paid.  TelVue's days for sales in
average accounts receivable, not including the outstanding Adelphia balances,
was 54 days at September 30, 2005, compared to 52 days at September 30, 2004.
TelVue does not offer incentives or discounts to its customers, nor has it
changed its credit terms with its customers.  TelVue had negative cash flow
from operating activities of $587,176 for the nine months ended September 30,
2005, compared to positive cash flow of $486,831 for the nine months ended
September 30, 2004.  The decrease in cash flow over 2004 was primarily due
to a reduction in ANI Service revenue and an increase in TVTN expenses (as
described above).

LIQUIDITY AND CAPITAL RESOURCES:

	Since November 2, 1989, TelVue has funded its expansion and operating
deficit from the proceeds of the sale of shares of TelVue's Common Stock and
Preferred Stock to Mr. H.F. Lenfest, TelVue's majority stockholder ("Mr.
Lenfest") and from loans from Mr. Lenfest. From November 1989 to February
1996, TelVue borrowed an aggregate of $6,128,712 from Mr. Lenfest. These
loans and accrued interest were repaid in their entirety during 2003.  On
March 5, 2001, TelVue borrowed $650,000 from Mr. Lenfest to fund a portion
of the Source acquisition, at an interest rate of prime plus one percent
(1%) compounded and due on or before January 1, 2004.  This loan was repaid
in its entirety in 2001.

	In addition to the borrowings noted above, during January 1995, Mr.
Lenfest purchased, from Science Dynamics Corporation ("Science"), TelVue's
non-interest bearing note in the amount of $541,000 (the "Science Note").
The Note was originally issued by TelVue to Science and was payable
December 31, 1996.  The maturity date of the Science Note had been
extended by TelVue and Mr. Lenfest on a yearly basis.  On June 16, 2005,
the independent members of the Board of Directors of TelVue and Mr.
Lenfest, extended the maturity date of the non-interest bearing Science
Note in the principal amount of $541,000 to January 1, 2011(see TelVue's
Forms 8-K and 8-K/A dated June 16, 2005 filed with the SEC).

	On March 9, 2001, with the acquisition of the assets of Source for
$1.3 million, TelVue paid $1,000,000 in cash and $300,000 pursuant to a
promissory note (the "Source Note") (see Note 7 of TelVue's accompanying
financial statements). The Source Note had a term of three years.
Interest only was payable monthly during year one at the rate of 8% per
annum. Beginning in year two, both principal and interest were payable
monthly at the rate of 5.06% per annum.  During the first quarter of
2004, TelVue paid the remaining balance on the Source Note in its entirety.

	On April 27, 2005, TelVue entered into a Line of Credit Note (the
"Note") with Mr. Lenfest.  The Note was secured to provide funding to
grow the TVTN Service.  Under the terms of the Note, TelVue may borrow,
from time to time, up to the maximum principal amount of the Note which
is $3,800,000.  The minimum advance under the Note is $100,000 and the
interest rate of the Note is equal to the prime rate plus one percent (1%).
The Note contains customary events of default, including, among others,
non-payment of principal and interest and in the event TelVue is involved
in certain insolvency proceedings.  In the event of a default, all of the
obligations of TelVue under the Note may be declared immediately due and
payable.  The Note is unsecured and will expire six years from the date
of the first advance under the Note unless extended or renewed.

	On June 16, 2005, Mr. Lenfest, the holder of all of TelVue's
outstanding Class A Redeemable Convertible Preferred Stock (the "Preferred
Stock"), informed TelVue of his intent to convert all of his 3,518,694
shares of Preferred Stock into TelVue's common stock, $0.01 par value
(the "Common Stock").  Each share of Preferred Stock was convertible into
6.667 shares of Common Stock.  The conversion of the Preferred Stock to
Common Stock occurred on August 2, 2005, upon Mr. Lenfest's delivery of
the Preferred Stock in the form of a lost certificate affidavit.  As a
result of the conversion, TelVue issued 23,459,133 shares of Common Stock
to Mr. Lenfest.  Mr. Lenfest's beneficial ownership interest in the Common
Stock of TelVue, after the cancellation of the Common Stock Warrants
described below, was approximately 76 percent as of September 30, 2005.
The Preferred Stock was eliminated and is included as 23,459,133 shares of
Common Stock in the stockholders' equity section of the balance sheet as
of September 30, 2005.

	The Preferred Stock had a par value of $1 per share and provided for
a cumulative 6 percent semiannual dividend.  The dividend was payable in
cash or additional shares of Preferred Stock at $1 per share, at the option
of the Company.  TelVue had accrued dividends on the Preferred Stock since
the beginning of 1998, but no dividends had been paid.  On June 16, 2005,
Mr. Lenfest agreed to relinquish his right to all accrued but unpaid
dividends attributable to the Preferred Stock.  Therefore, $3,061,269 of
accrued dividends was reversed and is included in stockholders' equity as
a decrease to TelVue's accumulated deficit at September 30, 2005.

	On June 16, 2005, the independent members of the Board of Directors
of TelVue and Mr. Lenfest agreed to terminate a Warrant Agreement
between Mr. Lenfest and TelVue.  Pursuant to the Warrant Agreement, Mr.
Lenfest had the right to purchase up to 29,915,160 shares of TelVue's
Common Stock for $.01 per share, the fair market value of the Common Stock
on the grant date.   The Warrant Agreement was entered into on March 15,
1991, in connection with a prior line of credit to TelVue provided by Mr.
Lenfest.

	TelVue's ability to fully fund its operating expenses has suffered
by the loss of a large number of its subscriber base for the ANI Service.
As discussed above, TelVue anticipates a continued decrease in revenue and
an increase in net loss for the immediate future.  In order to continue to
fund a majority of its ANI operating expenses, TelVue needs to retain a
reasonable subscriber base level.  Management believes that over time,
continued erosion will occur in the subscriber base.  As discussed above,
during the nine months ended September 30, 2005, TelVue added 16,000
subscribers to its service but had 12.7 million subscribers cancel service.
The cable operators cancelled the ANI Service primarily as a result of moving
their subscribers onto two-way digital service.  Dish Network cancelled the
TelVue ANI service as a result of moving its satellite subscribers onto its
internal network for ANI order processing.

	TelVue anticipates fully utilizing its current cash balance during
2005 mainly as a result of funding the TVTN Service.  TelVue has therefore
secured financing from Mr. Lenfest in the form of the Note described above.
The Note will help to fund the growth of the TVTN Service as well as fund
the ANI Service in the event it becomes cash flow negative.  While
maintaining the ANI pay-per-view ordering business, TelVue intends to
aggressively market and sell the new TVTN Service to government officials
and the cable industry.  However, there can be no assurance that its
marketing efforts will be successful.

ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.  TelVue's Chief
Executive Officer and its Treasurer (Controller), have evaluated the
effectiveness of TelVue's disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended) as of the end of the period
covered by this report.  Based upon that evaluation, TelVue's Chief
Executive Officer and its Treasurer (Controller) have concluded that
TelVue's disclosure controls and procedures were adequate and effective to
ensure that material information relating to TelVue would be made known to
them by others within TelVue, particularly during the period in which this
quarterly report on Form 10-QSB was being prepared.

(b) Changes in Internal Controls. During the quarterly period covered by
this report, there were no changes in TelVue's internal control over
financial reporting that has materially affected, or is reasonably likely
to materially affect TelVue's internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS

       Exhibits

3.1    Certificate of Incorporation of TelVue (incorporated by
       reference to TelVue's Registration Statement on Form S-8, filed
       with the Securities and Exchange Commission on April 20, 1989
       (the "Registration Statement"), File No. 333-28263).

3.2    Bylaws of TelVue (incorporated by reference to TelVue's
       Registration Statement, File No. 333-288263).

3.3    Certificate of Amendment of Certificate of Incorporation of TelVue,
       dated April 11, 1990 (incorporated by reference to TelVue's Annual
       Report on Form 10-K for the year ended December 31, 1991, (the
       "1991 Form 10-K"), File No. 000-17170).

3.4    Certificate of Amendment of Certificate of Incorporation of TelVue,
       dated March 15, 1991 (incorporated by reference to the 1991
       Form 10-K, File No. 000-17170).

3.5    Form of copy of Amendment of Certificate of Incorporation of
       TelVue, filed September 25, 1995 (incorporated by reference to the
       TelVue's Form 10-QSB for the period ended September 30, 1995, (the
       September 30, 1995 Form 10-QSB, File No. 000-17170).

4.1    The TelVue Corporation 1999 Stock Option Plan (incorporated by
       reference to Exhibit 99 of TelVue's Registration Statement on
       Form S-8, dated September 23, 1999), (the "1999 Stock Option
       Plan") File No. 000-17170).

4.2    Form of ISO Option Agreement issued pursuant to the 1999 Stock
       Option Plan (incorporated by reference to TelVue's Annual
       Report on Form 10-KSB for the year ended December 31, 1999, (the
       "1999 Form 10-KSB") File No. 000-17170).

4.3    Form of NQSO Option Agreement issued pursuant to the 1999 Stock
       Option Plan (incorporated by reference to the 1999 Form 10-KSB,
       File No. 000-17170).

4.4    Certificate of Designation of Class A Preferred Stock (incorporated
       by reference to the September 30, 1990 Form 10-Q, File No. 000-
       17170).

4.5    Warrant Termination Agreement, dated June 16, 2005, by and between
       TelVue and H.F. (Gerry) Lenfest (incorporated by reference to the
       June 30, 2005 Form 10-QSB, File No. 000-17170).

4.6    Waiver by H.F.(Gerry) Lenfest, waiving the right to receive past,
       present or future dividends with respect to the TelVue's Class A
       Redeemable Convertible Preferred Stock (incorporated by reference
       to the June 30, 2005 Form 10-QSB, File No.000-17170).

10.1   Distributorship Agreement, dated November 2, 1989, between the
       Company and Science (incorporated by reference to the 1989 Form
       10-K, File No. 000-17170).

10.2   Stock Purchase Agreement, dated November 2, 1989, between the
       Company and H.F. Lenfest (incorporated by reference to the
       Company's Report on Form 8-K, dated November 15, 1989, (the "1989
       Form 8-K"), File No. 000-17170).

10.3   Shareholders' Agreement, dated November 2, 1989, among TelVue
       and certain of its stockholders (incorporated by reference to the
       Company's 1989 Form 8-K, File No. 000-17170).

10.4   Option Agreement, dated November 2, 1989, among TelVue and
       certain of its stockholders (incorporated by reference to the 1989
       Form 8-K, File No. 000-17170).

10.5   Lease Agreement for office space and the First Amendment to Lease
       dated March 30, 1994 ("Office Lease Agreement"), between TelVue
       and Bloom Associates (incorporated by reference to the 1994 Form
       10-KSB, File No. 000-17170).

10.6   Second Amendment to Office Lease Agreement Dated May 5, 1999,
       between TelVue and Bloom Associates (incorporated by reference
       to the 1999 Form 10-KSB, File No. 000-17170).

10.7   Asset Purchase Agreement by and among TelVue and J.D. Kraengel
       and Associates, Inc. f/k/a Dacon Corporation d/b/a Source
       Communications Group and Jeffrey Kraengel, dated February 14, 2001
       (incorporated by reference to the March 26, 2001 Form 8-K, File No.
       000-17170).

10.8   Retirement Agreement dated April 29, 2004 between TelVue and Frank
       J. Carcione (incorporated by reference to the December 31,
       2004 Form 10-KSB (the "2004 Form 10-KSB"), File No. 000-17170).

10.9   Summary of Director Compensation (incorporated by reference to the
       2004 Form 10-KSB, File No. 000-17170).

10.10  Summary of Executive Compensation, as amended (incorporated by
       reference to the June 30, 2005 Form 10-QSB, File No. 000-17170).

10.11  Line of Credit Note, dated April 27, 2005,  between H.F. (Gerry)
       Lenfest and TelVue (incorporated by reference to the Form 8-K
       filed on May 3, 2005, File No. 000-17170).

10.12  Amended and Restated Promissory Note, in the principal amount of
       $541,000, dated June 16, 2005, between H.F. (Gerry) Lenfest and
       TelVue (incorporated by reference to the June 30, 2005 Form 10-QSB,
       File No. 000-17170).

11.    Statement re:  Computation of Per Share Earnings (see TelVue's
       September 30, 2005 Financial Statements included herein).

17     Director Resignation Letter from Neil Heller (incorporated by
       reference to the 2004 Form 10-KSB, File No. 000-17170).

23.    Consent of Pressman Ciocca Smith LLP, Independent Registered Public
       Accounting Firm (incorporated by reference to the 2004 Form 10-KSB,
       File No. 000-17170).

31.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
       Section 1350 as adopted pursuant to Section 302 of the Sarbanes-
       Oxley Act of 2002(included herein).

31.2   Certification of Controller pursuant to 18 U.S.C. Section 1350 as
       adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
       (included herein).

32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
       Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
       Oxley Act of 2002 (included herein).

32.2   Certification of Controller pursuant to 18 U.S.C. Section 1350 as
       adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
       (included herein).


SIGNATURES

       Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

                                                   TELVUE CORPORATION


DATED: 11/09/05                   By:   /s/Joseph M. Murphy
                                        ----------------------------------
                                        Joseph M. Murphy
                                        President (Chief Executive Officer)


DATED: 11/09/05                   By:   /s/Irene A. DeZwaan
                                        ----------------------------------
                                        Irene A. DeZwaan
                                        Treasurer (Controller)



                                  EXHIBIT INDEX

31.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350 as adopted pursuant to Section 302 of the Sarbanes-
      Oxley Act of 2002.

31.2  Certification of Controller pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1  Certification of Chief Executive Officer pursuant to 18 U.S.C.
      Section 1350 as adopted pursuant to Section 906 of the Sarbanes-
      Oxley Act of 2002.

32.2  Certification of Controller pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


EXHIBIT 31.1
CERTIFICATION

	I, Joseph M. Murphy, certify that:

	1.	I have reviewed this quarterly report on Form 10-QSB of TelVue
Corporation;

	2.	Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

	3.	Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

	4.	The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
have:

		(a)	Designed such disclosure controls and procedures, or caused
		such disclosure controls and procedures to be designed under our
		supervision, to ensure that material information relating to the
		registrant, including its consolidated subsidiaries, is made
		known to us by others within those entities, particularly during
		the period in which this report is being prepared;

		(b)	Evaluated the effectiveness of the registrant's disclosure
		controls and procedures and presented in this report our
		conclusions about the effectiveness of the disclosure controls
		and procedures, as of the end of the period covered by this report
		based on such evaluation; and

		(c)	Disclosed in this report any change in the registrant's
		internal control over financial reporting that occurred during the
		registrant's most recent fiscal quarter (the registrant's fourth
		fiscal quarter in the case of an annual report) that has materially
		affected, or is reasonably likely to materially affect, the
		registrant's internal control over financial reporting; and

	5.	The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

		(a)	All significant deficiencies and material weaknesses in the
		design or operation of internal control over financial reporting
		which are reasonably likely to adversely affect the registrant's
		ability to record, process, summarize and report financial
		information; and

		(b)	Any fraud, whether or not material, that involves management
		or other employees who have a significant role in the registrant's
		internal control over financial reporting.

Date: 11/09/05

						/s/Joseph M. Murphy
						--------------------
						Joseph M. Murphy
						President (Chief Executive Officer)



EXHIBIT 31.2
CERTIFICATIONS

	I, Irene A. DeZwaan, certify that:

	1.	I have reviewed this quarterly report on Form 10-QSB of TelVue
Corporation;

	2.	Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

	3.	Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

	4.	The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:

		(a)	Designed such disclosure controls and procedures, or
		caused such disclosure controls and procedures to be designed
		under our supervision, to ensure that material information
		relating to the registrant, including its consolidated
		subsidiaries, is made known to us by others within those
		entities, particularly during the period in which this report
		is being prepared;

		(b)	Evaluated the effectiveness of the registrant's disclosure
		controls and procedures and presented in this report our
		conclusions about the effectiveness of the disclosure controls
		and procedures, as of the end of the period covered by this
		report based on such evaluation; and

		(c)	Disclosed in this report any change in the registrant's
		internal control over financial reporting that occurred during
		the registrant's most recent fiscal quarter (the registrant's
		fourth fiscal quarter in the case of an annual report) that has
		materially affected, or is reasonably likely to materially affect,
		the registrant's internal control over financial reporting; and

	5.	The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent
functions):

		(a)	All significant deficiencies and material weaknesses in
		the design or operation of internal control over financial reporting
		which are reasonably likely to adversely affect the registrant's
		ability to record, process, summarize and report financial
		information; and

		(b)	Any fraud, whether or not material, that involves management
		or other employees who have a significant role in the registrant's
		internal control over financial reporting.

Date:  11/09/05

						/s/Irene A DeZwaan
						---------------------
						Irene A DeZwaan
						Treasurer (Controller)



EXHIBIT 32.1

TELVUE CORPORATION


CERTIFICATION PURSUANT TO
18 U.S.C. sec. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of TelVue Corporation (the "Company")
on Form 10-QSB for the period ending September 30, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Joseph M. Murphy, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

       (1) The Report fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

       (2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.



Date:	11/09/05				/s/Joseph M. Murphy
						--------------------
						Joseph M. Murphy
						President (Chief Executive Officer)

EXHIBIT 32.2

TELVUE CORPORATION


CERTIFICATION PURSUANT TO
18 U.S.C. sec. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of TelVue Corporation (the "Company")
on Form 10-QSB for the period ending September 30, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Irene DeZwaan, Controller of the Company, certify, pursuant to 18 U.S.C.
sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002, that:

       (1) The Report fully complies with the requirements of section 13
(a) or 15(d) of the Securities Exchange Act of 1934; and

       (2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations
of the Company.



Date:	 11/09/05				/s/Irene A. DeZwaan
						-------------------
						Irene A. DeZwaan
						Treasurer (Controller)