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 May 31, 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 May 31, 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.
-------------------------
     As this report is being filed subsequent to the 10KSB for the year
ended August 31, 1996 of which this report covers the first quarter of such
year, please refer to such filing.


                                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. AND SUBSIDIARIES
                       CONSOLIDATED BALANCE SHEETS

                                                  31-MAY-96      31-AUG-95
                                                  ---------      ---------

                      ASSETS

Current Assets
--------------
     Cash                                        $      331     $  169,776 
     Accounts receivable other                        6,317         25,023 
     Accounts receivable, related parties           182,000          5,000 
                                                 ----------     ---------- 
               Total Current Assets                 188,648        199,799 

     Property and equipment, net of
          accumulated depreciation                      109            434 
                                                 ----------     ---------- 
                                                        109            434 

               Total Assets                      $  188,757     $  200,233 
                                                 ==========     ========== 


     LIABILITIES AND STOCKHOLDERS EQUITY

Current Liabilities
-------------------
     Accounts payable                            $    2,599     $      555 
     Accounts payable, related parties               30,000         30,000 
                                                 ----------     ---------- 
               Total Current Liabilities             32,599         30,555 

     Minority interest in
          consolidated subsidiary                    35,824         36,721 

Stockholders' Equity
--------------------
     Preferred stock, $.10 par value,
          10,000 shares authorized,
          none issued and outstanding                     -              - 
     Common stock, $.10 par value, 
          2,000,000 shares
          authorized, 865,664 shares 
          issued and outstanding                     86,566         86,566 


     Additional paid-in capital                   1,574,447      1,574,447 
     Accumulated (deficit)                       (1,540,680)    (1,528,056)
                                                 ----------     ---------- 
               Total Stockholders' Equity           120,333        132,957 
                                                 ----------     ---------- 
                                                 $  188,756     $  200,233 
                                                 ==========     ========== 

     SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   F1

<PAGE>

               CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                   THREE MONTHS ENDED         NINE MONTHS ENDED
                                 ----------------------    ----------------------
                                 31-MAY-96    31-MAY-95    31-MAY-96    31-MAY-95
                                 ---------    ---------    ---------    ---------
<S>                             <C>          <C>          <C>          <C>
Revenue
-------
  Interest income               $    3,192   $        -   $    8,410   $        - 

Expenses
--------
  General and administrative         6,211       20,814       21,603       96,522 
  Operating expenses                   109        4,652          327       11,547 
                                ----------   ----------   ----------   ---------- 
                                     6,320       25,466       21,930      108,069 
      Operating Income (Loss)       (3,128)     (25,466)     (13,520)    (108,069)


Other Income (Expense)
----------------------
  Minority interest in loss of 
  consolidated subsidiary              100        1,502          896        5,315 
                                ----------   ----------   ----------   ---------- 
    Income (Loss) Continuing
     Operations                     (3,028)     (23,964)     (12,624)    (102,754)

Discontinued Operations
-----------------------
  Income (loss) cable and golf           -       (9,882)           -      (89,227)
  Gain on sale of assets, net            -            -            -       99,036 
                                ----------   ----------   ----------   ---------- 
    Income (Loss) From 
      Discontinued Operations            -       (9,882)           -        9,809 

        Net Income (Loss)       $   (3,028)  $  (33,846)  $  (12,624)  $  (92,945)
                                ==========   ==========   ==========   ========== 

Net Income (Loss) Per Share Of
------------------------------
Common Stock
------------
  Continuing operations         $     0.00   $    (0.03)  $    (0.01)  $    (0.12)
  Discontinued operations                -        (0.01)           -         0.01 
                                ----------   ----------   ----------   ---------- 
    Net Gain (Loss) Per
     Common Share               $     0.00   $    (0.04)  $    (0.01)  $    (0.11)
                                ==========   ==========   ==========   ========== 

  Weighted average number of
  common shares during the
  period                           865,664      865,664      865,664      864,664 
                                ==========   ==========   ==========   ========== 
</TABLE>

       SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   F2

<PAGE>

                CHARTWELL CABLE FUND, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                     NINE MONTHS ENDED
                                                 -------------------------
                                                 31-MAY-96       31-MAY-95
                                                 ---------       ---------
Cash Flows From Operating Activities
------------------------------------
     Net income (loss)                          $   (12,624)    $  (92,945)
Items Not Requiring Cash
------------------------
     Depreciation and amortization                      327            956 
     Minority interest in loss                         (896)        (5,315)


Discontinued Business
---------------------
     Gain on sale of discontinued business                -         94,746 
     Decrease (increase) in accounts 
     receivable, accrued interest
     receivable and prepaids                       (158,296)       (24,101)
     Decrease (increase) in inventory                     -         64,282 
     Increase (decrease) in accounts 
     payable and accrued expenses                     2,044        (79,467)
                                                 ----------     ---------- 
          Net Cash Used by Operating
           Activities                              (169,445)       (41,844)
                                                 ----------     ---------- 

Cash Flows From Investing Activities
------------------------------------
     Proceeds from sale of discontinued
      business                                            -        826,000 
     Cash used by discontinued businesses                 -       (279,838)
                                                 ----------     ---------- 
          Net cash provided (used) by
           investing activities                           -        546,162 


Cash Flows From Financing Activities
------------------------------------
     Debt repayment by discontinued
     business                                             -       (337,132)
     Advances from notes payable,
     related parties                                      -              - 
                                                 ----------     ---------- 
          Net Cash Provided (Used) By
           Financing Activities                           -       (337,132)

               Net Increase In Cash At
                End of Period                    $ (169,445)    $  167,186 
                                                 ==========     ========== 

Supplemental Disclosures Of Cash
--------------------------------
Flow Information
----------------
     Interest received                           $       45     $    4,000 
     Interest paid                                        -         18,572 


     SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   F3

<PAGE>

              CHARTWELL CABLE FUND, INC. AND SUBSIDIARIES
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   
                              May 31, 1996

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

The consolidated balance sheet as of May 31, 1996, the consolidated
statements of operations and the consolidated statements of cash flows for
the three months ended May 31, 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 May 31, 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
May 31, 1996 and 1995 are not necessarily indicative of the operating
results for the full year.

2.   PRINCIPLES OF CONSOLIDATION
     ---------------------------

The consolidated financial statements of the Company at May 31, 1996 and
1995, and for the three months then ended, include the Cable of Colorado,
Inc., which was incorporated on September 2, 1998, and its 100% owned
subsidiary Chartwell Products, Inc., which was incorporated on November 8,
1993.  All material intercompany balances and transactions have been
eliminated.








<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