EXHIBIT INDEX APPEARS ON PAGE         



                     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 June 30, 1997

                          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:(609) 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     
    ------   ------

Number of shares of registrant's common stock outstanding as of July 28, 
1997: 23,794,500 shares.

Transitional Small Business Disclosure Form:  Yes       No   X  
                                                  ------   ------
This report includes a total of 16 pages.

                                TELVUE CORPORATION
 
                                       INDEX
    
                                                                      PAGE
                                                                       NO.
                                                                      -----

PART I.   FINANCIAL INFORMATION


          Item 1.  Financial Statements

          Balance Sheets as of June 30, 1997
          (unaudited) and as of December 31, 1996

          Statements of Operations for the three 
          months ended June 30, 1997 (unaudited)
          and June 30, 1996 (unaudited)

          Statements of Operations for the six
          months ended June 30, 1997 (unaudited)
          and June 30, 1996 (unaudited)

          Statements of Cash Flows for the six
          months ended June 30, 1997 (unaudited)
          and June 30, 1996 (unaudited)             

          Notes to Financial Statements (unaudited)            


PART II.  OTHER INFORMATION

          Item 6.  Exhibits and Reports on Form 8-K                         
              














<PAGE>
<TABLE>

PART I.  Financial Information
ITEM I.  Financial Statements

                                 TELVUE CORPORATION
                                   BALANCE SHEETS

                                                   June 30,      December 31,
                                                     1997            1996
                                                 -------------   ----------- 
<S>                                              <C>             <C>        

ASSETS                                            (Unaudited)              *
        
CURRENT ASSETS
  Cash and cash equivalents                      $   692,687     $   668,367
  Accounts receivable - trade                        959,136         913,106
  Other receivables                                      835         289,342
  Other current assets                                19,474          12,964
                                                 -----------      -----------
     TOTAL CURRENT ASSETS                          1,672,132       1,883,779

PROPERTY AND EQUIPMENT
  Machinery and equipment                          4,356,549       4,111,240
  Less accumulated depreciation                    2,275,620       1,872,504
                                                 -----------     -----------
                                                  2,080,929        2,238,736

DEFERRED TAXES, net                               1,820,000             -

SECURITY DEPOSITS                                      9,300           8,800
                                                 -----------     -----------
                                                 $ 5,582,361     $ 4,131,315
                                                 ===========     ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Notes payable-majority stockholder-current     $   750,000     $ 1,000,000
  Accounts payable - trade                           374,311         220,415
  Accounts payable - equipment                           -            98,559
  Accrued expenses                                   202,807         164,876
  Accrued dividends                                  179,138            -
  Deferred trunk credit                              127,500         190,800
                                                  -----------    -----------
     TOTAL CURRENT LIABILITIES                     1,633,756       1,674,650

NOTES PAYABLE - MAJORITY STOCKHOLDER               4,669,712       5,369,712

ACCRUED INTEREST - MAJORITY STOCKHOLDER            2,151,670       1,902,964

REDEEMABLE CONVERTIBLE PREFERRED STOCK, $1 par
  value, 6,900,000 shares authorized,
  2,985,636 shares issued and outstanding          2,985,636       2,985,636

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock, $.01 par value, 100,000,000 
  shares authorized, 23,794,500 shares
  issued and outstanding                             237,945         237,945
  Additional paid-in capital                       1,515,535       1,515,535
  Accumulated deficit                             (7,611,893)     (9,555,127)
                                                 -----------     -----------
                                                 (5,858,413)      (7,801,647)
                                                 -----------     -----------
                                                 $ 5,582,361     $ 4,131,315
                                                 ===========     ===========



*  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 June 30,
                                             --------------------------------
                                                     1997            1996
                                                     ----            ----
REVENUES                                         $ 1,616,541     $ 1,279,733
        
OPERATING EXPENSES
  Service                                            842,565         706,685
  Selling and marketing                              149,436         169,557
  General and administrative                         165,090         140,046
  Depreciation                                       205,140         226,355
                                                 -----------     -----------
                                                   1,362,231       1,242,643
                                                 -----------     -----------

OPERATING INCOME                                     254,310          37,090 

OTHER INCOME (EXPENSE)
  Interest income                                     10,730             -
  Interest expense                                  (121,940)       (143,865)
  Loss on disposal of property and equipment             -            (2,028)
                                                   -----------   -----------
                                                    (111,210)       (145,893)
                                                   -----------   -----------

INCOME (LOSS) BEFORE INCOME TAXES                    143,100        (108,803)

INCOME TAX BENEFIT                                   750,000             -
                                                   ---------      -----------

NET INCOME (LOSS)                                    893,100        (108,803)

DIVIDENDS ON REDEEMABLE
  CONVERTIBLE PREFERRED STOCK                        (89,569)        (76,077)
                                                 ------------    ------------

NET INCOME (LOSS) AVAILABLE TO 
  COMMON STOCKHOLDERS                             $   803,531    $  (184,880)
                                                 ============    ============

NET INCOME (LOSS) PER COMMON SHARE                       $.03          $(.01)
                                                 ============    ============


WEIGHTED AVERAGE NUMBER OF COMMON 
  SHARES OUTSTANDING                               23,794,500      23,794,500
                                                  ===========     ===========






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

                                   TELVUE CORPORATION
                                STATEMENTS OF OPERATIONS
                                       (UNAUDITED)


                                                 Six Months Ended June 30,
                                             --------------------------------
                                                     1997            1996
                                                     ----            ----
REVENUES                                         $ 3,159,385     $ 2,584,115
        
OPERATING EXPENSES
  Service                                          1,613,889       1,436,856
  Selling and marketing                              283,968         327,891
  General and administrative                         327,335         301,961
  Depreciation                                       403,116         453,273
                                                 -----------     -----------
                                                   2,628,308       2,519,981
                                                 -----------     -----------

OPERATING INCOME                                     531,077          64,134 

OTHER INCOME (EXPENSE)
  Interest income                                     21,139             -
  Interest expense                                  (249,844)     (291,868)
  Loss on disposal of property and equipment           -            (9,640)
                                                   -----------   -----------
                                                   
                                                    (228,705)     (301,508)
                                                   -----------   -----------

INCOME (LOSS) BEFORE INCOME TAXES                    302,372      (237,374)

INCOME TAX BENEFIT                                 1,820,000             -
                                                   -----------   -----------

NET INCOME (LOSS)                                  2,122,372      (237,374) 

DIVIDENDS ON REDEEMABLE
  CONVERTIBLE PREFERRED STOCK                       (179,138)     (151,974)
                                                 ------------    ------------

NET INCOME (LOSS) AVAILABLE TO 
  COMMON STOCKHOLDERS                            $ 1,943,234   $  (389,348)
                                                 ============    ============

NET INCOME (LOSS) PER COMMON SHARE                      $.08         $(.02)
                                                 ============    ============


WEIGHTED AVERAGE NUMBER OF COMMON 
  SHARES OUTSTANDING                              23,794,500      23,794,500
                                                 ===========     ===========






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

                                   TELVUE CORPORATION
                                STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)


                                              Six Months Ended June 30,     
                                           -------------------------------
                                                     1997            1996   
                                                     ----            ---- 

CASH FLOWS FROM OPERATING ACTIVITIES 
  Net Income (Loss)                              $ 2,122,372     $  (237,374)
  Adjustments to reconcile net income (loss) to 
   net cash provided by operating activities:
    Depreciation                                     403,116         453,273
    Loss on disposal of property and equipment           -             9,640
    Provision for deferred taxes, net             (1,820,000)            -  
 Changes in assets and liabilities:
   Decrease (increase) in -
    Accounts receivable - trade                      (46,030)        18,401 
    Other receivable                                 288,507            981 
    Other current assets                              (6,510)       (19,426)
    Security deposits                                   (500)            -
   Increase (decrease) in -
    Accounts payable - trade                         153,896        (25,792)
    Accounts payable - equipment                     (98,559)        10,373 
    Accrued expenses                                  37,931       (113,925)
    Deferred trunk credit                            (63,300)            -
    Accrued interest - majority stockholder          248,706        291,868
                                                 -----------     -----------
    NET CASH PROVIDED BY OPERATING
    ACTIVITIES                                     1,219,629        388,019
                                                 -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES 
  Purchases of property and equipment               (245,309)       (364,292)
                                                 -----------     -----------


CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from notes payable - majority stockholder     -           143,000
  Debt reduction:
    Notes payable - majority stockholder            (950,000)            -
                                                 -----------     -----------
    NET CASH PROVIDED BY (USED BY)          
    FINANCING ACTIVITIES                            (950,000)        143,000

NET INCREASE IN CASH AND
  CASH EQUIVALENTS                                    24,320         166,727 

CASH AND CASH EQUIVALENTS, 
  BEGINNING OF PERIOD                                668,367         216,409
                                                 -----------     -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD         $   692,687     $   383,136
                                                 ===========     ===========






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

<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 generally accepted
accounting principles 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 June 30, 1997, the results of
operations for the three and six months ended June 30, 1997 and 1996 and cash
flows for the six months ended June 30, 1997 and 1996.

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 fiscal year ended December 31,
1996 as filed with the Securities and Exchange Commission.

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

2.  SUPPLEMENTAL CASH FLOW INFORMATION:
    -----------------------------------

For purposes of Statements of Cash Flows, the Company considers investment
instruments with an original maturity of three months or less to be cash
equivalents.

Supplemental disclosures of cash paid during the period-

                                                     1997          1996
                                                     ----          ----  
             Income taxes                            $  0          $  0
             Interest                                $  0          $  0

Non-cash Investing and Financing Transactions
---------------------------------------------
The Company accrued dividends on its redeemable convertible preferred stock
of 179,138 and 151,974 during the six months ended June 30, 1997 and 1996,
respectively.  During the six months ended June 30, 1997 and 1996, no shares
of preferred stock were issued in payment of preferred stock dividends.

3.  NET INCOME (LOSS) PER COMMON SHARE:
    -----------------------------------

The net income (loss) per Common Share is based on the weighted average
number of shares of Common Stock outstanding during each period. 

4.  DIVIDENDS ON REDEEMABLE CONVERTIBLE PREFERRED STOCK:
    ----------------------------------------------------

As of June 30, 1997, undeclared dividends on outstanding preferred stock
amounted to $179,138.


5.  CORPORATE INCOME TAXES:
    -----------------------

The Company uses the asset and liability method of accounting for income
taxes in accordance with Financial Accounting Standards Board Statement
(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 benefit consist of the following components:

                                                  1997              1996
                                              -----------        ----------
Current                                       $     -            $    -
Deferred
 Federal                                         (107,500)            -
 State                                            (32,500)            -
 Decrease in valuation allowance                1,960,000
                                              -----------        ----------
                                                1,820,000             -
                                              ===========        ==========

The Company has a net operating loss ("NOL") carryforward of approximately
$6,250,000 on a tax reporting basis.  The carryforward will begin to expire
in 2004, if not utilized.  Prior to 1997, the Company believed it was more
likely than not that the NOL would expire unused and, therefore, recorded a
100% valuation allowance against the net deferred tax asset.  However, as a
result of pre-tax income of $302,372 for the six months ended June 30, 1997,
the Company has reassessed the likelihood that it may utilize the NOL to
offset corporate taxable income.

As a result, the Company has recorded a net deferred tax asset of $1,820,000
at June 30, 1997, by reducing the valuation allowance it had previously
provided to offset the income tax benefit of the NOL.  At June 30, 1996, any
tax benefit of the loss carryforward and of other cumulative temporary
differences were offset by a valuation allowance of the same amount.

Differences between the actual income tax rate and the statutory federal
income tax rate were primarily the result of the valuation allowance decrease
in 1997 and the valuation allowance increase in 1996.

6.  NOTES PAYABLE AND ACCRUED INTEREST - MAJORITY STOCKHOLDER:
    ----------------------------------------------------------

As of June 30, 1997, the Company had various outstanding notes due to the
majority stockholder in the aggregate principal amount of $5,419,712 and
accrued interest due on these notes in the aggregate amount of $2,151,670. 
Effective as of March 31, 1997, the Company obtained from the majority
stockholder an extension to January 1, 1999, of his prior agreement not to
demand repayment of his loans or the accrued interest on the loans.  The
Company has decided to voluntarily make, and the majority stockholder has
agreed to accept, monthly payments against loan principal in the amount of
$50,000 through December 31, 1997.  The Company may make monthly principal
payments in excess of $50,000 when, in the opinion of management, the Company
has excess cash that is not needed to fund operations.  The Company made
principal payments of $950,000 during the six months ended June 30, 1997. 
During July 1997, the Company made a principal payment to the majority
stockholder of $200,000.  The Company has therefore classified $750,000 of
the notes payable to the majority stockholder as a short-term liability and
has classified the remaining balance on the notes payable and the accrued
interest as long-term liabilities.

7.  COMMITMENTS AND CONTINGENCIES
    -----------------------------

A former employee ("the Plaintiff") of the Company has filed suit against the
Company and its majority stockholder.  The Plaintiff alleges breach of
contract,  breach of implied covenant of good faith and fair dealing,
detrimental reliance and unjust enrichment.  The suit seeks damages in an
unspecified amount for compensation and compensatory and punitive damages. 
Based upon correspondence from plaintiff's counsel prior to filing the suit,
the Company's counsel believes that the plaintiff is seeking actual damages
of approximately $400,000 for commissions, unpaid salary, stock options and
other benefits. The Company believes that the Plaintiff's claims are without
merit and intends to vigorously defend the suit brought against it.  The
Company believes that the likelihood of an unfavorable outcome is low.

<PAGE>
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
        
     TelVue Corporation (the "Company") is a marketing and service company
primarily selling automatic number identification ("ANI") telecommunications
services to the cable television industry for the automated ordering of
pay-per-view features and events (the "Service").  The Company provides the
Service through equipment it purchases. The Company also leases trunk
telephone lines from local and long distance telephone companies to connect
present cable television subscribers to the Company's Points of Presence
("POPs") for ordering the Service from their local cable television systems. 
The Company also leases data circuits from local and long distance telephone
companies to link the POPS to the cable systems' billing vendors.

     Since May 1992, the Company has had a POP which is located at the
Company's home office in Mt. Laurel, New Jersey (the "National POP").  The
National POP provides enhanced service features.  These enhanced service
features, which identify the cable operator by name ("Custom Greeting") and,
on accepted orders, speaks the movie or event title, start-time and channel
appearance ("Title Speak"), are necessary, the Company believes, for it to
remain competitive within the pay-per-view ANI industry.  The National POP
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").  The National POP serves cable television systems across the
United States via trunk lines and data circuits which it currently leases
from MCI Telecommunications Corporation ("MCI").  The Company's amended lease
agreement with MCI expires July 10, 2001.  The Company believes it receives
a favorable trunk usage rate from MCI.  

      As described in the Form 10-KSB for the period ended December 31, 1996
("Report on Form 10-KSB"), on September 27, 1994, the Company entered into a
service agreement with Box Worldwide, Inc., formerly known as Video Jukebox
Network, Inc. ("VJN").  The agreement provided that the Company would act as
a 900 call service bureau to facilitate the ordering, by VJN customers, of
music videos on the cable or home dish of the VJN customer.  In July 1996,
VJN informed the Company that VJN wanted to terminate the agreement and
agreed to reimburse the Company $284,619, which amount covers costs incurred
by the Company for software development, costs incurred to convert hardware
originally purchased to service VJN, and accrued interest expense as of July
31, 1996, that the Company incurred on the VJN Loan.  On January 10, 1997,
VJN paid the Company $284,619.  The management of the Company believes that
the termination of the VJN contract will not have a material effect on the
Company's operations.

      The Company had net income before income taxes of $143,100 for the
second quarter ended June 30, 1997, compared to a net loss before income
taxes of $108,803 for the second quarter ended June 30, 1996.  The Company
had net income before income taxes of $302,372 for the six months ended June
30, 1997, compared to a net loss before income taxes of $237,374 for the six
months ended June 30, 1996.  The Company experienced a decrease in  the
average monthly buyrate from 24.7% and 25.4% for the second quarter and six
months ended June 30, 1996, respectively to 22.2% and 23.2% for the second
quarter and six months ended June 30, 1997, respectively.  Although the
buyrates decreased the Company still had an increase in service revenue of
$336,808 and $575,270 for the second quarter and six months ended June 30,
1997, respectively, over the comparable periods of 1996.  The growth in
service revenues is partially attributable to the Company serving
approximately 1,370,000 more full-time cable subscribers during the six
months ended June 30, 1997 compared to June 30, 1996.  The service revenue
increase is also a result of an increase in installation and data circuit
revenue of $36,086 for the second quarter of 1997 and $95,422 for the six
months ended June 30, 1997, over comparable periods from the prior year. The
increase in installation and data circuit revenue is a result of customer
additions to the National POP.  In addition, the Company had National POP
feature revenue of $264,177 and $489,492 for the second quarter and six
months ended June 30, 1997, respectively, compared to $131,609 and $242,054
for the second quarter and six months ended June 30, 1996.  National POP
feature revenue increased as a result of both new and existing customers
using more optional features.  The Company had PPV+ revenue of $229,584 and
$369,404 for the second quarter and six months ended June 30, 1997,
respectively, compared to $154,922 and $73,997 for the second quarter and the
six months ended June 30, 1996.  The PPV+ revenue increased over 1996 as a
result of customer additions and more previously existing customers using the
PPV+ Service.

       The Company had net income of $893,100 and $2,122,372 for the second
quarter and the six months ended June 30, 1997, respectively.  Included in
the net income is $750,000 and $1,820,000 in income tax benefits as a result
of the recognition of net deferred tax assets for the second quarter and six
months ended June 30, 1997, respectively.  The Company's income before income
taxes is $143,100 and $302,372 for the second quarter and six months ended
June 30, 1997, respectively.  Because of such pre-tax income, the Company
reduced its deferred tax asset valuation allowance since the Company now
believes that it will benefit, in part, from the utilization of its net
operating losses.  As of January 1, 1997, the Company's net operating loss
carryforward was approximately $6,250,000 on a tax reporting basis (see Note
5 to the financial statements).

       Service expenses for the second quarter and the six months ended June
30, 1997, increased $135,880 and 177,033, respectively from the comparable
1996 periods.  The increase in service expenses for the quarter is primarily
attributable to an increase in trunk usage expense of $125,926 and $196,897
for the second quarter and the six months ended June 30, 1997, respectively
as a result of an increase in full-time subscribers, PPV+ usage and feature
usage.  The trunk usage increase occurred predominately during the second
quarter as a result of increased usage associated with the Tyson versus
Holyfield boxing match.

     As of June 30, 1997, the Company was serving approximately 9,050,000
full-time cable subscribers on the National POP compared to approximately
7,700,000 full-time cable subscribers served as of June 30, 1996.  In
November 1996, the Company began serving cable subscribers on a part-time
basis ("Part-time Subscribers").  Part-time Subscribers are subscribers who
only use the Company's ANI service for major special events, such as boxing,
wrestling and concerts.  The Company is marketing and providing service to
subscribers on a part-time basis because it wants customers who are using
alternate pay-per-view ordering services to become familiar and comfortable
with the Company's ANI service in anticipation that these customers may
choose to use the Company's ANI service on a full-time basis.  As of June 30,
1997, the Company was serving approximately 1,800,000 Part-time Subscribers. 
The Part-time Subscribers did not significantly contribute to the revenue or
service expense increases for the six months ended June 30, 1997.

      The National POP and the Regional POPs had required a substantial
purchase of equipment by the Company.  During the six months ended June 30,
1997, the Company purchased $245,309 of equipment compared with $364,292
purchased during six months ended June 30, 1996.  Depreciation accounted for
15% of total operating expenses for the second quarter and six months ended
June 30, 1997 and 1996, respectively compared to 18% for the second quarter
and six months ended June 30, 1996.  For the six months ended June 30, 1997,
selling and  marketing expenses decreased 13% as a result of a decrease of
$23,092 in commission expense due to more commissions being paid on contract
renewals during the first half of 1996, and a decrease of $20,656 in payroll
taxes and benefits as a result of having one less marketing employee. 
General and administrative expenses increased 8% during the six months ended
June 30, 1997, primarily as a result of an increase in legal expense of
$28,605 related to the suit filed by a former employee (see Note 7 to the
financial statements).  

      Total liabilities decreased $492,188 and total assets increased
$1,451,046 for the six months ended June 30, 1997.  The decrease in total
liabilities was primarily a result of a decrease in notes payable - majority
stockholder of $950,000 due to debt repayment.  Partially offsetting the debt
repayment is an increase in accrued interest of $248,706 on outstanding loans
from Mr. H.F. Lenfest, the majority stockholder and Chairman of the Board of
Directors of the Company ("Mr. Lenfest"), and an increase in accounts payable
of $153,896.  Accounts payable increased as a result of including both the
May 1997 and June 1997 trunk usage bills, due to MCI billing the Company late
for its May 1997 trunk usage.   The increase in assets is attributable to an
increase in deferred taxes of $1,820,000 as a result of generating net income
before income taxes during the six months ended June 30, 1997 (see above and
Note 5 to the financial statements).  The increase in deferred taxes is
partially offset by a decrease in other receivables of $288,507 as a result
of the Company receiving a reimbursement from VJN of $284,619 during January
1997 (see above).  The Company's days for sales in accounts receivable is 53
days for the six months ended June 30, 1997, compared to 55 days for the six
months ended June 30, 1996. The Company believes the decrease of 2 days is
not material.  The Company does not offer incentives/discounts to its
customers, nor has it changed its credit terms with its customers.

     Shares of Common Stock that have had the same beneficial owner since
April 21, 1988, or that have had the same beneficial owner for a continuous
period in excess of two years prior to the record date of any meeting of
stockholders, are entitled to ten votes per share in any matters submitted
for vote, at a meeting of stockholders.  All other stockholders have one vote
per share unless this limitation is waived by the Board of Directors.  As of
June 30, 1997, 5,388,653 shares of the Company's Common Stock were entitled
to one vote per share.  The remaining 18,405,847 shares of Common Stock were
entitled to ten votes per share.  Mr. Lenfest owns 14,557,453 shares of
Common Stock that are entitled to ten votes per share.

       The Company had positive cash flow from operations of $1,219,629
during the six months ended June 30, 1997.  Ignoring changes in assets and
liabilities that result from timing issues, and considering only adjustments
to reconcile net income (loss) before income taxes to net cash provided by
operating activities, the Company would have positive cash flow from
operating activities of $705,488 for the six months ended June 30, 1997,
compared to positive cash flow from operating activities of $225,539 for the
six months ended June 30, 1996.  The increase in cash flow for the six months
ended June 30, 1997, is primarily a result of increased revenue (see above).

     Since November 2, 1989, the Company has funded its expansion and
operating deficit from the $2,500,000 of proceeds from the sale of shares of
the Company's Common Stock and Preferred Stock to Mr. Lenfest and from
borrowings from Mr. Lenfest.  Through June 30, 1997, the Company had borrowed
an aggregate of $6,128,712 from Mr. Lenfest, as previously discussed in the
Report on Form 10-KSB.  Interest on $500,000 of the loans is set at 12% per
annum, interest on $411,173 is set at the floating prime interest rate of PNC
Bank plus 2%, and interest on $5,217,539 of the loans is set at the floating
prime interest rate of PNC Bank plus 1%.  Interest on the $1,471,272 of the
loans is to be paid, quarterly.  At the option of the Company, the interest
may be paid by the delivery of shares of the Company's Preferred Stock at the
rate of one share of Preferred Stock for each one dollar of accrued interest. 
During January 1995, Mr. Lenfest purchased from Science Dynamics Corporation
("Science") the Company's non-interest bearing note in the amount of $541,000
(the "Prior Science Note").

    Effective as of March 31, 1997, the Company obtained from Mr. Lenfest a
written agreement stating he will not demand repayment of his loans or the
cash payment of accrued interest on the loans through January 1, 1999.  The
deferring of the cash interest payments along with the increase in revenue
has enabled the Company to accumulate cash.  Interest expense due to Mr.
Lenfest amounted to $248,706 for the six months ended June 30, 1997, compared
to $291,868 for the six months ended June 30, 1996.  During 1996, the Board
of Directors of the Company (with Mr. Lenfest not participating) authorized
the Company to make monthly principal payments of $50,000 to Mr. Lenfest.  In
addition, the Board of Directors of the Company authorized that at
management's discretion, the Company may make monthly principal payments in
excess of $50,000 when the Company has excess cash not needed to fund
operations. Mr. Lenfest has agreed to accept payments of principal through
December 31, 1997.  During the first six months of 1997, the Company made
principal payments of $950,000 to Mr. Lenfest.  The outstanding loan balance
due to Mr. Lenfest as of June 30, 1997, is $5,419,712, of which $541,000
accrues no interest.

      The Company believes that increases in accrued interest under the loans
from Mr. Lenfest do not have a direct material effect on operations or
continued availability of credit.  Cash flow from operations is sufficient to
fund current operations but is insufficient to fund total debt repayment.   
The Company believes its suppliers look primarily to the Company's timely
payment of outstanding invoices.  Historically, the Company has paid all the
suppliers it deals with on a timely basis and, therefore, the cash flow from
operations has no effect on the Company's availability of credit from key
suppliers of goods and services.  The payment terms of the Company's
equipment and software providers are net 30 days.

      The Company's ability to fund its operating expenses primarily depends
on three factors:  the continued expansion of the Company's subscriber base,
the cable industry's buy rates, and the continued deferral by Mr. Lenfest of
the cash repayment of his loans to the Company.  Management believes its
present marketing strategies will further increase the customer base,
although there can be no assurances that the Company will be able to attract
any further customers.  In addition, revenues are affected by the "buy rates"
of subscribers connected to the Service.  The Company considers the buy rates
of its subscribers to be low compared to long term buy rates projected by
industry pay-per-view analysts.  Although cable industry buy rates have
increased each year for the last four years, the Company experienced a
decrease in the average monthly buy rate from 25.4% for the six months ended
June 30, 1996 to 23.2% for the six months ended June 30, 1997.  Hence, there
can be no assurance that buys rates will continue to increase or will remain
at their current level.

     The Company remains dependent upon the deferral of principal and
interest payments due to Mr. Lenfest to fund operations and capital
expenditures from operating cash flow.  Mr. Lenfest has agreed not to demand
the cash repayment of principal or accrued interest on the outstanding loans
through January 1, 1999.  Nevertheless, management intends to continue to
repay the outstanding principal amount of loans made by Mr. Lenfest from cash
not needed for operations.  Management believes that the Company will have
sufficient funds to continue such repayments and will be able to fund its
core business from operating cash flow through December 31, 1997.
      
      Although no equipment purchases are anticipated for the remainder of
1997 that can not be funded from cash flow generated by operations, should
the Company require additional funding, it will seek additional financing
from Mr. Lenfest and from other sources.  In the event that the Company is
unable to secure additional needed funds, the Company will take actions
necessary to continue operations with the funds available, including, without
limitation, reducing or deferring capital expenditures for the National POP.

PART II.  OTHER INFORMATION

ITEM 6.   Exhibits and Reports on Form 8-K.

(a)    Exhibits

3.1    Certificate of Incorporation of the Company (incorporated by         
       reference to the Company's Registration Statement on Form S-8, dated 
       March 30, 1989 (the "Registration Statement")).

3.2    Bylaws of the Company (incorporated by reference to the Company's
       Registration Statement).

3.3    Certificate of Amendment of Certificate of Incorporation of the      
       Company, dated April 11, 1990 (incorporated by reference to the      
       Company's Annual Report on Form 10-K for the year ended December 31, 
       1991, (the "1991 Form 10-K")).

3.4    Certificate of Amendment of Certificate of Incorporation of the      
       Company, dated March 15, 1991 (incorporated by reference to the 1991 
       Form 10-K).

3.5    Form of copy of Amendment of Certificate of Incorporation of the     
       Company, filed September 25, 1995 (incorporated by reference to the  
       Company's Form 10-QSB for the period ended September 30, 1995, (the  
       September 30, 1995 Form 10-QSB)). 

4.1    Incentive Stock Option Plan (incorporated by reference to the        
       Company's Registration Statement).

4.2    Form of Stock Option Agreement (incorporated by reference to the     
       Company's Annual Report on Form 10-K for the year ended December 31, 
       1989, (the "1989 Form 10-K")).

4.3    Warrant Agreement, dated March 15, 1991, between the Company and     
       H.F. Lenfest (incorporated by reference to the Company's Annual      
       Report on Form 10-K for the year ended December 31, 1990, (the "1990 
       Form 10-K")).

4.4    Certificate of Designation of Class A Preferred Stock (incorporated  
       by reference to the June 30, 1990 Form 10-Q).

10.1   Distributorship Agreement, dated November 2, 1989, between the       
       Company and Science (incorporated by reference to the 1989 Form      
       10-K).

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")).

10.3   Shareholder's Agreement, dated November 2, 1989, among the Company   
       and certain of its stockholders (incorporated by reference to the    
       Company's 1989 Form 8-K).

10.4   Option Agreement, dated November 2, 1989, among the Company and      
       certain of its stockholders (incorporated by reference to the 1989   
       Form 8-K).

10.5   Form of Credit Agreement between the Company and H.F. Lenfest        
       (incorporated by reference to the 1990 Form 10-K).

10.7   Form of Line of Credit Agreement between the Company and H.F.        
       Lenfest (incorporated by reference to the 1990 Form 10-K).    

10.8   Subordinated Promissory Note, dated November 15, 1994 the principal  
       amount of $541,000 payable to Science Dynamics Corporation           
       (incorporated by reference to the 1994 Form 10-KSB).

10.10  Letter Agreement dated November 8, 1990 between Science Dynamics     
       Corporation and H.F. Lenfest (incorporated by reference to the       
       Company's Report on Form 8-K for November 16, 1990).

10.11  Loan Agreement dated December 24, 1991, between the Company and H.F. 
       Lenfest (incorporated by reference to the 1991 Form 10-K).

10.12  Lease Agreement for office space and the First Amendment to Lease    
       dated March 30, 1994, between the Company and Bloom Associates       
       (incorporated by reference to the 1994 Form 10-KSB).

10.13  Letter effective as of March 31, 1997, from H.F. Lenfest, waiving    
       the repayment of loans and accrued interest until January 1, 1999    
       (incorporated by reference to the Company's Form 10-QSB for the      
       period ended March 31, 1997).

11.    Statement re:  Computation of Per Share Earnings (see the Company's
       June 30, 1997 Financial Statements included herein).

                               SIGNATURES

     Pursuant to the requirements 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:                      By:  /s/Frank J. Carcione                       
                                 --------------------------------------------
                                 Frank J. Carcione, (Chief Executive Officer)


Dated:                      By:  /s/Irene A. DeZwaan
                                 -------------------------------------------
                                 Irene A. DeZwaan, Treasurer (Controller)


<PAGE>





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