U.S. Securities and Exchange Commission
                        Washington, D.C.  20549
                                   
                              Form 10-QSB

(Mark One)

(X)       QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the quarterly period year ended November 30, 1996
          
(  )      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1943 (No Fee Required)
          For the transition period from _________________ to
           _________________

          Commission File number 33-18174-D


                      CHARTWELL CABLE FUND, INC.
-----------------------------------------------------------------------
            (Name of small business issuer in its charter)


           Colorado                                 84-1067172
-------------------------------         -----------------------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                20 Chase Street, Lakewood, Colorado 80226
                -----------------------------------------
                (Address of principal executive offices)

                              303/592-7077
                        -------------------------
                        Issuer's telephone number

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

     State the number of shares outstanding of each of the issuer's classes
of common equity as of the latest practicable date.

     500,000 shares of common stock were outstanding as of June 3, 1997.
     -------------------------------------------------------------------



<PAGE>

                                 PART I

Item 1.        Financial Statements
-------        --------------------
     See pages beginning F-1 attached hereto.  These unaudited financial
statements include all adjustments which in the opinion of management are
necessary in order to make the financial statements not misleading.

Item 2.        Management Discussion and Analysis of Financial Condition 
-------        ---------------------------------------------------------
and Results of Operation.
-------------------------
     The Company has not had any operations since September, 1994.  During
the fiscal year ended August 31, 1994 and in the first quarter of the
fiscal year ended August 31, 1995, the Company sold all of its operations
and has paid off substantially all of its liabilities.

     The proceeds of the sale of the discontinued operations were used to
pay off substantially all of the Company's liabilities.  In addition the
Company has transferred ownership of all of its subsidiaries to the
Company's parent corporation, Chartwell Capital Corp.  Management believes
that as restructured, the Company is an attractive candidate for a
privately held business seeking to reorganize with a publicly owned
corporation such as the Company.

LIQUIDITY:     As a result of the sale of the discontinued business and
payment of outstanding liabilities with the proceeds thereof, the Company
has eliminated the sources of continuing losses and presently has no
significant outstanding liabilities.

CAPITAL RESOURCES:  As a result of the sale of the Company's business and
the payment of liabilities curing the previously fiscal year, the Company
has minimal capital resources.

RESULTS OF OPERATIONS:        As of the date of this report, the Company's
only operations are to seek out and conclude a reorganization with a
privately held company.  Management anticipates that minor losses will
continue as a result of continuing general and administrative expenses but
that such losses shall be substantially covered by the agreement with One
Capital Corporation to bring the company current with its SEC filings, tax
returns and other necessary matters required to be a viable merger
candidate.


                                PART II

Item 1.        Legal Proceedings:       None
-------        -----------------

Item 2.        Charge in Securities:         None
-------        --------------------

Item 3.        Defaults on Senior Securities:          None
-------        -----------------------------

Item 4.        Submission of Matters to a Vote of Security Holders:  None
-------        ---------------------------------------------------

Item 5.        Other Information:       None
-------        -----------------



<PAGE>

                       CHARTWELL CABLE FUND, INC.
                             BALANCE SHEETS

                                                  30-NOV-96      31-AUG-96
                                                  ---------      ---------

                      ASSETS

Current Assets                                            -              - 
--------------                                   ----------     ---------- 
               Total Assets                      $        -     $        - 
                                                 ==========     ========== 


                                                  30-NOV-96      31-AUG-96
                                                  ---------      ---------
     LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
-------------------
     Accounts payable                            $    3,877     $    3,577 
     Accounts payable, related parties                    -              - 
                                                 ----------     ---------- 
               Total Current Liabilities              3,877          3,577 

Stockholders' Equity
--------------------
     Preferred stock, $.10 par value,
          10,000,000 shares authorized,
          none issued and outstanding                     -              - 
     Common stock, $.10 par value, 
          100,000,000 shares authorized,
          865,664 shares issued, 500,000
          and 865,664 shares outstanding,
          respectively                               50,000         86,566 
     Additional paid-in capital                   1,611,013      1,574,447 
     Accumulated (deficit)                       (1,664,890)    (1,664,590)
                                                 ----------     ---------- 
               Total Stockholders' Equity            (3,877)        (3,577)
                                                 ----------     ---------- 
                                                 $        -     $        - 
                                                 ==========     ========== 

             SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS




                                   F1

<PAGE>

               CHARTWELL CABLE FUND, INC. AND SUBSIDIARY'S
                  CONSOLIDATED STATEMENTS OF OPERATIONS


                                                     THREE MONTHS ENDED
                                                  ------------------------
                                                  30-NOV-96      30-NOV-95
                                                  ---------      ---------
Revenue
-------
     Interest income                             $        -     $    1,566 

Expenses
--------
     General and administrative                         300          7,698 
     Operating expense                                    -            109 
                                                 ----------     ---------- 
                                                        300          7,807 

Operating Income (Loss)                                (300)        (6,241)

Other Income (Expense)
----------------------
     Minority interest in loss of 
          consolidated subsidiary                         -            400 
                                                 ----------     ---------- 
                    Net Income (Loss)            $     (300)    $   (5,841)
                                                 ==========     ========== 

Net Income (Loss) Per Share Of Common Stock
-------------------------------------------
     Net (loss) per common share                 $        -     $    (0.01)
                                                 ==========     ========== 

     Weighted average number of common 
     shares outstanding during the period           500,000        865,664 
                                                 ==========     ========== 


           SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS      





                                   F2

<PAGE>

                       CHARTWELL CABLE FUND, INC.
                        STATEMENTS OF CASH FLOW


                                                     THREE MONTHS ENDED
                                                  ------------------------
                                                  30-NOV-96      30-NOV-95
                                                  ---------      ---------
Cash Flows From Operating Activities
------------------------------------
     Net income (loss)                           $     (300)    $   (5,841)
Items Not Requiring Cash
------------------------
     Depreciation and amortization                        -            109 
     Minority interest in loss                            -           (400)


Adjustments to reconcile operating activities
---------------------------------------------
     Increase (decrease) in accounts
          payable and accrued expenses                  300          2,042 
                                                 ----------     ---------- 

          Net Cash Used by Operating
           Activities                                     -         (4,090)
                                                 ----------     ---------- 

Cash Flows From Investing Activities
------------------------------------
     Additions to property and equipment                  -              - 
     Proceeds from sale of discontinued
     business                                             -              - 
     Cash used by discontinued business                   -              - 
                                                 ----------     ---------- 
          Net Cash Provided (Used) By
           Investing Activities                           -              - 


Cash Flows From Financing Activities
------------------------------------
     Debt repayment by discontinued
     business                                             -              - 
     Advances from notes payable,
     related parties                                      -              - 
                                                 ----------     ---------- 
          Net Cash Provided (Used) By
           Financing Activities                           -              - 

               Net Decrease In Cash At
                End of Period                    $ (169,445)    $   (4,090)
                                                 ==========     ========== 




             SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS



                                   F3

<PAGE>

                      CHARTWELL CABLE FUND, INC.
                     NOTES TO FINANCIAL STATEMENTS
                                   
                           November 30, 1996

1.   BASIS OF PRESENTATION AND ORGANIZATION
     --------------------------------------

The balance sheet as of November 30, 1996, the statements of operations and
the statements of cash flows for the three months ended November 30, 1996
and 1995, have been prepared by the Company.  In the opinion of management,
all adjustments (which include normal recurring adjustments) necessary to
present fairly the financial position, results of operations and changes in
cash flows at November 30, 1996, and for all periods presented have been
made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is recommended that these
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's August 31, 1996 Form
10KSB annual report.  The results of operations for the three months ending
November 30, 1996 and 1995 are not necessarily indicative of the operating
results for the full year.









<PAGE>

                              SIGNATURES


Pursuant to the requirement of the Securities Exchange Act of 1934, the
registratnt has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                      CHARTWELL CABLE FUND, INC.
                             (Registrant)



                     By: /s/ A. CLINTON OBER
                        -------------------------------
                          A. Clinton Ober, President
                          and Chief Financial Officer