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 March 31, 1999

                          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 April 19, 
1999: 24,194,500 shares.

Transitional Small Business Disclosure Form:  Yes       No   X  
                                                  ------   ------
This report includes a total of 15 pages.



                         TELVUE CORPORATION
 
                                       INDEX
    
                                                                      PAGE
                                                                       NO.
                                                                      -----

PART I.   FINANCIAL INFORMATION


          Item 1.  Financial Statements

          Balance Sheets as of March 31, 1999
          (unaudited) and as of December 31, 1998

          Statements of Operations for the three
          months ended March 31, 1999 (unaudited)
          and March 31, 1998 (unaudited)

          Statements of Cash Flows for the three
          months ended March 31, 1999 (unaudited)
          and March 31, 1998 (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

                                                 March 31,    December 31,
                                                   1999            1998
                                               -------------   ----------- 
<S>                                              <C>             <C>        
 
ASSETS                                         (Unaudited)              *
        
CURRENT ASSETS
  Cash and cash equivalents                     $   300,520     $  453,569
  Accounts receivable - trade                       863,851        786,083
  Other receivables                                   6,075          4,910
  Prepaid income taxes                                6,339           -
  Deferred tax asset                                285,935        285,935
  Other current assets                               39,892         11,626
                                                -----------     ----------
     TOTAL CURRENT ASSETS                         1,502,612      1,542,123

PROPERTY AND EQUIPMENT
  Machinery and equipment                         4,810,579      4,791,240
  Less accumulated depreciation                   3,669,887      3,462,823
                                                -----------     ----------
                                                  1,140,692      1,328,417

DEFERRED TAXES, net                               1,823,971      1,932,778

SECURITY DEPOSITS                                     9,300          9,300 
                                                 -----------    ----------
                                                 $4,476,575     $4,812,618
                                                 ===========    ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Notes payable-majority stockholder-current    $ 1,416,000    $ 1,380,000
  Accounts payable - trade                          312,074        512,047
  Accrued expenses                                  173,585        172,839
  Accrued dividends                                 527,805        422,244
  Income taxes payable                                  -            8,661
                                                -----------     ----------
     TOTAL CURRENT LIABILITIES                    2,429,464      2,495,791

NOTES PAYABLE - MAJORITY STOCKHOLDER                785,050      1,039,712

ACCRUED INTEREST - MAJORITY STOCKHOLDER           2,564,424      2,694,837

REDEEMABLE CONVERTIBLE PREFERRED STOCK, $1 par
  value, 6,900,000 shares authorized,
  3,518,694 shares issued and outstanding         3,518,694      3,518,694

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
  Common stock, $.01 par value, 100,000,000 
  shares authorized, 24,194,500 shares issued
  and outstanding                                   241,945        241,945
  Additional paid-in capital                      1,550,535      1,550,535
  Accumulated deficit                            (6,613,537)    (6,728,896)
                                                 -----------    -----------
                                                 (4,821,057)    (4,936,416)
                                                 -----------    -----------
                                                 $4,476,575    $ 4,812,618
                                                 ===========    ===========

*  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      
                                                       March 31,
                                               ----------------------------
                                                     1999            1998
                                                     ----            ----
REVENUES                                       $ 1,586,056     $ 1,601,353
        
OPERATING EXPENSES
  Service                                          623,689         754,015
  Selling and marketing                            161,214         169,781
  General and administrative                       163,333         160,654
  Depreciation                                     207,064         216,841
                                               -----------     -----------
                                                 1,155,300       1,301,291
                                               -----------     -----------

OPERATING INCOME                                   430,756         300,062 

OTHER INCOME (EXPENSE)
  Interest income                                    4,896           7,176
  Interest expense                                (100,925)       (140,204)
                                                -----------     -----------
                                                   (96,029)       (133,028)
                                                -----------     -----------

INCOME BEFORE INCOME TAXES                         334,727         167,034 

INCOME TAX                                        (113,807)        (74,000)
                                                ------------     ----------

NET INCOME                                         220,920          93,034

DIVIDENDS ON REDEEMABLE
  CONVERTIBLE PREFERRED STOCK                     (105,561)       (105,561)
                                                -----------    ------------

NET INCOME (LOSS) AVAILABLE TO 
  COMMON STOCKHOLDERS                           $  115,359     $   (12,527) 
                                                ===========    ============

NET INCOME (LOSS) PER COMMON SHARE  
  BASIC                                               $.01           ($.00)
                                                ============    ===========
  DILUTED                                             $.00           ($.00)
                                                ============   ===========  
    
WEIGHTED AVERAGE NUMBER OF COMMON 
SHARES OUTSTANDING
   BASIC                                         24,194,500      23,814,500
                                                 ==========      ==========
   DILUTED                                       82,043,370            -  
                                                 ==========      ==========
  
  


 


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





<PAGE>

                                   TELVUE CORPORATION
                                STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)


                                                      Three months Ended    
                                                          March 31,         
                                                    ---------------------
                                                     1999            1998  
                                                     ----            ---- 

CASH FLOWS FROM OPERATING ACTIVITIES 
  Net Income                                    $   220,920       $ 93,034 
  Adjustments to reconcile net income to 
   net cash provided by operating activities:
    Depreciation                                    207,064        216,841
    Deferred taxes                                  108,807         74,000
Changes in assets and liabilities:
   Decrease (increase) in -
    Accounts receivable - trade                     (77,768)       (22,701)
    Other receivables                                (1,165)           578 
    Prepaid income taxes                             (6,339)       (13,000)
    Other current assets                            (28,266)       (18,348)
    Security deposits                                   -             -
   Increase (decrease) in -
    Accounts payable                               (199,973)       (40,704)
    Accrued expenses                                    746          7,417
    Income taxes payable                             (8,661)       (12,000)
    Deferred trunk credit                             -            (31,650) 
    Accrued interest - majority stockholder        (130,413)       140,204
                                                 -----------    -----------
    NET CASH PROVIDED BY OPERATING
    ACTIVITIES                                       84,952        393,671
                                                 -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES 
  Purchases of property and equipment               (19,339)       (86,833)
                                                 -----------    -----------


CASH FLOWS FROM FINANCING ACTIVITIES
   Debt reduction:
    Notes payable - majority stockholder           (218,662)      (550,000)
                                                 -----------     ----------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                 (153,049)      (243,162) 

CASH AND CASH EQUIVALENTS, 
  BEGINNING OF PERIOD                               453,569        445,368
                                                 ----------     ----------
CASH AND CASH EQUIVALENTS, END OF PERIOD         $  300,520     $  202,206
                                                 ==========     ==========







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 March 31, 
1999, the results of operations for the three months ended March 31, 1999 
and 1998 and cash flows for the three months ended March 31, 1999 and 1998.

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, 1998, 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:
    -----------------------------------

Supplemental disclosures of cash paid during the period-

                                                       1999         1998
                                                       ----         ----  
             Income taxes                            $ 20,000      $25,000
             Interest                                $231,338         $  0

Non-cash Investing and Financing Transactions
---------------------------------------------
The Company accrued dividends on its redeemable convertible preferred stock 
of 105,561 for each of the three months ended March 31, 1999 and 1998.  
During the three months ended March 31, 1999 and 1998, no shares of 
preferred stock were issued in payment of preferred stock dividends.


3.  EARNINGS (LOSS) PER COMMON SHARE:
    --------------------------------

Earnings (loss) per common share amounts are based upon the weighted average 
number of common and common equivalent shares outstanding during the year.  
Common equivalent shares are excluded from the computation in periods in 
which they have an antidilutive effect.

In February 1997, the Financial Accounting Standards Board issued SFAS 128 
Earnings per Share ("SFAS 128"), which specifies the computation, 
presentation, and disclosure requirements for earnings per share ("EPS").  
It replaces the presentation of primary and fully diluted EPS with basic and 
diluted EPS.  Basic EPS excludes all dilution.  It is based upon the 
weighted average number of common shares outstanding during the period.  
Diluted EPS reflects the potential dilution that would occur if securities 
or other contracts to issue common stock were exercised or converted into 
common stock.

The following is reconciliation from basic earnings per share to diluted 
earnings per share for the three months ended March 31, 1999.  Because of 
the net loss available to common stockholders for the three months ended 
March 31, 1998, 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.



                                       Net Income                           
                                         (Loss)
                                       Available      Average               
                                        to Common     Shares      Earnings
                                      Stockholders   Outstanding  Per Share
                                      ------------   -----------  --------


1999                                  $  115,359     24,194,500    $ .01
Effect of dilution
  Warrants                                           29,915,160
  Convertible preferred stock            105,561     26,978,009
  Convertible accrued interest              -           955,701
                                      -----------    ----------    --------
Diluted                               $  220,920     82,043,370    $ .00
                                      ===========    ==========    ========

1998                                  $  (12,527)    23,814,500    $ .00
                                      ===========    ==========    ========


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

As of March 31, 1999, undeclared dividends on outstanding preferred stock 
amounted to $527,805.


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 (expense) consist of the following 
components:

                                                  1999              1998
                                              -----------        ----------
Current
 Federal                                       $  (5,000)        $    -
 State                                              -                 -
                                              -----------        ----------
                                                  (5,000)             -
Deferred
 Federal                                        (108,807)          (59,000)
 State                                               -             (15,000)
                                               ----------        ----------
                                               $(113,807)        $ (74,000)
                                               ==========        ========== 

The Company has a net operating loss carryforward of approximately 
$3,200,000 on a tax reporting basis.  The carryforward will begin to expire 
in 2004, if not utilized. 

Differences between the effective income tax rate and the statutory federal 
income tax rate were primarily the result of the change in the valuation 
allowance.
 
6.  NOTES PAYABLE AND ACCRUED INTEREST - MAJORITY STOCKHOLDER:
    ----------------------------------------------------------

As of March 31, 1999, the Company had various outstanding notes due to the 
majority stockholder in the aggregate principal amount of $2,201,050 and 
accrued interest due on these notes in the aggregate amount of $2,564,424.  
Effective as of March 31, 1999, the Company obtained from the majority 
stockholder an extension to January 1, 2001, 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 in the amount of $150,000 through 
December 31, 1999.  Effective January 1, 1999, the Company began to make 
current interest payments from the $150,000 monthly payment.  The balance of 
the payment is applied to loan principal. The Company may make monthly 
payments in excess of $150,000 when, in the opinion of management, the 
Company has excess cash that is not needed to fund operations.  The Company 
made payments of $450,000 during the three months ended March 31, 1999.  The 
Company has classified twelve estimated principal payments of $118,000 each 
as a current liability on the balance sheet.

7.  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 to 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.  No notice of 
alleged infringement has been received by the Company from such third 
party. The Company has retained independent patent counsel to review the 
terms and the alleged infringement.  The Company is unable at this time to 
determine the amount or extent of liability, if any, to the cable operator.

<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's equipment for 
providing the Service nationwide is located at the Company's home office in 
Mt. Laurel, New Jersey.  The equipment 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 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").  The Company serves cable 
television systems across the United States via trunk lines and data 
circuits that it currently leases from MCIWorldcom. The Company believes it 
receives a favorable trunk usage rate from MCIWorldcom.  

     Income before income taxes was $334,727 for the quarter ended March 
31, 1999, compared $167,034 for the quarter ended March 31, 1998.  The 
Company experienced a decrease in the average monthly buy rate from 19.5% 
for the quarter ended March 31, 1998, to 15.5% for the quarter ended March 
31, 1999.  The drop in the buy rate caused the pay-per-view buy revenue to 
decrease approximately $73,000. The Company believes a somewhat weak movie 
product is one of  the reasons for the  decrease in the buy rates for the 
quarter ended March 31, 1999. Although the pay-per-view buy revenue 
decreased, the Company had an increase in feature revenue of $77,897 as a 
result of the Company serving approximately 1,800,000 more full-time 
subscribers at March 31, 1999, when compared to March 31, 1998.  PPV+ 
service revenue decreased $43,712 for the quarter ended March 31, 1999, 
because included in the 1998 PPV+ revenue was $41,435 of club promotion 
revenue.  The club promotion revenue was written off as uncollectable in 
September 1998.  No club promotion revenue was generated or recorded during 
the first quarter of 1999.
 
     The Company had net income of $220,920 for the quarter ended March 31, 
1999, compared to $93,034 for the quarter ended March 31, 1998.  Included in 
net income is income tax of $113,807 for the quarter ended March 31, 1999, 
compared to $74,000 for the quarter ended March 31, 1998. As of March 31, 
1999, the Company's net operating loss carryforward is approximately 
$3,200,000 on a tax reporting basis (see Note 5 to the Company's financial 
statements).

     Service expenses decreased $130,326 for the quarter ended March 31, 
1999.  This is a result of a decrease in trunk expense due to the buy rate 
decrease (see above) and a reduction in the telephone rates charged by 
MCIWorldcom.

     As of March 31, 1999, the Company was serving approximately 11,600,000 
full-time cable subscribers and 1,253,000 part-time subscribers, compared to 
approximately 9,800,000 full-time cable subscribers and 1,300,000 part-time 
subscribers served as of March 31, 1998.  The part-time subscribers did not 
significantly contribute to the revenue or service expenses for the quarters 
ended March 31, 1999 and 1998.  However, during the quarter ended March 31, 
1999, 58,000 part-time subscribers converted to using the Company's service 
on a full-time basis.

      The Company's operations had required a substantial purchase of 
equipment by the Company.  During the quarter ended March 31, 1999, the 
Company purchased $19,339 of equipment compared to $86,833 purchased during 
the quarter ended March 31, 1998.  Depreciation accounted for 18% of total 
operating expenses for the quarter ended March 31, 1999, compared to 17% for 
the quarter ended March 31, 1998.  For the quarter ended March 31, 1999, 
selling and marketing expenses decreased 5% as a result of a decrease in 
advertising expense and cable show expense. General and administrative 
expenses increased approximately 2% due to small increases in various 
expense categories.

      Total liabilities decreased $451,402 and total assets decreased 
$336,043 for the quarter ended March 31, 1999.  The decrease in total 
liabilities was partially as result of a decrease in accounts payable of 
$199,973.  The accounts payable at December 31, 1998, was higher than usual 
as a result of an $84,000 equipment purchase and DS3 trunk invoices of 
approximately $100,000 that were on hold due to incorrect billing.  There 
was also a decrease in notes payable - majority stockholder of $218,662 and 
a decrease in accrued interest - majority stockholder of $130,413 due to 
debt repayment.  Partially offsetting the above decreases is an increase in 
accrued dividends on preferred stock of $105,561.  The decrease in assets is 
partially attributable to a decrease in deferred tax asset of $108,807 (see 
above and Note 5 to the financial statements), and an increase in 
accumulated depreciation of $207,064.  The Company's days for sales in 
accounts receivable is 47 days for the quarter ended March 31, 1999, 
compared to 52 days for the quarter ended March 31, 1998.  The Company does 
not offer incentives/discounts to its customers, nor has it changed its 
credit terms with its customers.

      The Company had positive cash flow from operations of $84,952 for the 
quarter ended March 31, 1999 compared to $393,671 for the quarter ended 
March 31, 1998.  Ignoring changes in operating assets and liabilities that 
result from timing issues, and considering only adjustments to reconcile net 
income to net cash provided by operating activities, the Company would have 
positive cash flow from operating activities of $536,791 for the quarter 
ended March 31, 1999, compared to positive cash flow from operating 
activities of $383,875 for the quarter ended March 31, 1998.  Cash flow for 
the quarter ended March 31, 1999, increased mainly as a result of a 
reduction in trunk expense due to a decrease in the MCI rates during the 
first quarter of 1999 (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.  From November 1989 to February 1996, the 
Company borrowed an aggregate of $6,128,712 from Mr. Lenfest.  The interest 
rates on the loans range from a floating rate based on the prime rate of PNC 
Bank to a fixed rate of 12%.  Interest on one of the loans in the principal 
amount of $1,471,272 as of March 31, 1999, is payable quarterly and, at the 
option of the Company 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.  Interest due on this loan prior to 1998, in the 
amount of $473,682 has been paid with 473,682 shares of Preferred Stock.  No 
Preferred Stock has been issued for 1998 or 1999 accrued interest.  In 
addition, during January 1995, Mr. Lenfest purchased from Science Dynamics 
Corporation (the Company's former parent company) the Company's non-interest 
bearing note in the amount of $541,000. 

     The Company remains dependent upon the deferral of a lump sum repayment 
of principal and interest due to Mr. Lenfest, to fund operations and capital 
expenditures from operating cash flow. Effective as of March 31, 1999, 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, 2001.  Nevertheless, the Company intends to 
continue to voluntarily make monthly payments of $150,000 to Mr. Lenfest. On 
January 1, 1999, the Company began to pay current monthly interest payments 
to Mr. Lenfest from the $150,000 monthly payment.  The balance of the 
payment is applied to loan principal.  During the first quarter of 1999, the 
Company made total payments of $450,000 to Mr. Lenfest. 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, 1999.  The aggregate outstanding loan balance due to Mr. 
Lenfest as of March 31, 1999, is $2,201,050 in loan principal and $2,564,424 
in accrued interest.

     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 
a lump sum 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 or that it will retain its current customers.  In 
addition, revenues are affected by the "buy rates" of subscribers connected 
to the Service.  The Company has no control over the buy rates. As noted 
above, the Company experienced a decrease in the average monthly buy rate 
from 19.5% for the quarter ended March 31, 1998, to 15.5% for the quarter 
ended March 31, 1999.  Hence, there can be no assurance that buys rates will 
increase or will remain at their current level.

      The Company's software for its pay-per-view ANI ordering is "Year 
2000 Compliant".  The Company's long distance telecommunications provider, 
MCIWorldcom, has informed the Company that they have implemented a 
Strategic Year 2000 Compliance Plan in which appropriate remedial action to 
non-compliant elements is being performed. Many telecommunications 
providers use the same switch suppliers.  Telecommunications companies, 
including MCIWorldcom, will not be able to declare their systems compliant 
until these switch manufacturers have completed their compliance programs. 
MCIWorldcom is targeting all systems to be compliant by the second quarter 
1999 to allow full testing and monitoring.  Interconnect agreements formed 
with other telecommunications companies mean that some of MCIWorldcom's 
services are dependent on third party carriers.  All the major 
telecommunications companies, including MCIWorldcom, rely to some extent on 
interconnect agreements with third parties and need to validate the 
compliance of these third parties.  In the event that MCIWorldcom is not 
Year 2000 compliant, there exists the possibility that the Company would 
not be able to receive telephone calls from the cable operator subscribers, 
and therefore, could not process any orders.  If MCIWorldcom does not 
become fully Year 2000 compliant during 1999, the Company will switch to 
another long distance telephone service provider who is Year 2000 
compliant.  As a result of such switch the Company would incur duplicate 
facility and data link costs for a few months due to temporarily having 
redundant facilities in service.

     The Company has also requested Year 2000 compliance certificates from 
the cable operator billing vendors to whom the Company transmits the pay-
per-view ordering data.  In the event that the billing vendors do not 
become Year 2000 compliant, the Company would not be able to transfer 
information regarding pay-per-view orders, and therefore, no pay-per-view 
orders could be fulfilled.  To date, the billing vendors have indicated 
they are working on being Year 2000 compliant.  The Company has verified, 
through testing, that two billing vendors are Year 2000 compliant with 
regard to processing the pay-per-view ordering information transmitted by 
the Company.  The Company plans to test the remaining billing vendors 
during the second quarter of 1999.  The Company's contingency plan would be 
determined by the cable operator's decision with respect to selecting a 
different billing vendor.

     A majority of the Company's software that it uses for administrative 
purposes is Year 2000 compliant.   The software that creates the customer 
invoices is not presently Year 2000 compliant.  The vendor of such software 
has made available software to upgrade to Year 2000 compliancy.  The 
Company is currently working on upgrading the software.  In the unlikely 
event that such software does not get upgraded, the Company would have to 
create its invoices in another software program that would be time 
consuming and involve some manual effort.

     The Company has performed its Year 2000 compliance checks internally 
and therefore has not incurred any related costs.  The Company expects the 
fees to be nominal for converting its administrative software to be Year 
2000 compliant.

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 September 30, 1990 Form 10-Q).

10.1  Distributorship Agreement, dated November 2, 1989, between the        
      Company and Science Dynamics Corporation (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  Shareholders' 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, 1999, from H.F. Lenfest, waiving     
      the repayment of loans and accrued interest until January 1, 2001. 

11.   Statement re:  Computation of Per Share Earnings (see the Company's
      March 31, 1999 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: 5/06/99           By:  /s/Frank J. Carcione                          
                         --------------------------------------------
                         Frank J. Carcione
                         President (Chief Executive Officer)


Dated: 5/06/99           By:  /s/Irene A. DeZwaan
                         -------------------------------------------
                         Irene A. DeZwaan
                         Treasurer (Controller)





<PAGE>


                              EXHIBIT INDEX

10.13   Letter effective as of March 31, 1999, from H.F. Lenfest, waiving the 
  repayment of loans and accrued interest until January 1, 2001.



<PAGE>

                                              As of March 31, 1999


Frank Carcione, President
TelVue Corporation
16000 Horizon Way, Suite 500
Mt. Laurel, NJ 08054


Dear Frank: 

	At your request, this will continue our prior agreement.  Namely, 
absent any default under the terms of my loans to TelVue or any other 
obligations of TelVue to any other person, including, without limitation, 
any voluntary or involuntary bankruptcy or insolvency proceedings by or 
against TelVue, I agree not to demand repayment of the loans or payment in 
cash of the accrued interest prior to January 1, 2001. 

                                              Very truly yours,


                                              /s/H F Lenfest
                                              -------------------      
                                              H.F. (Gerry) Lenfest




<PAGE>



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