TV COMMUNICATIONS NETWORK INC
10KSB/A, 1997-01-28
TELEVISION BROADCASTING STATIONS
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               U.S. SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C.  20549

                            FORM 10-KSB/A

     [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE
                             ACT OF 1934

              For the fiscal year ended March 31, 1996
                                  
                   Commission file number  0-18612
                                  
                   TV COMMUNICATIONS NETWORK, INC.
           (Name of small business issuer in its charter)

             Colorado                                84-1062555
     (State or other jurisdiction of            (I.R.S. Employer
    incorporation or organization)            Identification No.)
                                  
                   10020 E. Girard Avenue, Suite 300
        Denver, Colorado                                   80231
      (Address of principal executive offices)         (Zip Code)
                                  
   Issuer's telephone number, including area code  (303) 751-2900
                                  
    Securities registered pursuant to Section 12 (b) of the Act:
                                  
                       (Name of each exchange
      (Title of each class)                   on which registered)
                                  
           Common Stock                                  None
                                  
  Securities registered pursuant to Section 12 (g) of the Act: None

Check  whether the issuer (1) filed all reports required 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 _____

Check here if there is no disclosure of delinquent filers in response
to  Item 405 of Regulation S-B is not contained in this form, and  no
disclosure  will  be  contained, to  the  best  of  the  registrant's
knowledge, in definitive proxy or information statements incorporated
by  reference  in Part III of this Form 10- KSB or any  amendment  to
this Form 10-KSB. [x]

Issuer's operational revenues for its most recent fiscal year  ending
March 31, 1996, were $1,195,368.

The  aggregate market value of the issuer's voting stock held by non-
affiliates computed by reference to the average bid and asked  prices
of  such stock as of June 14, 1996, is $1,498,940 (based on 3,997,174
shares and on average of bid and asked prices of $0.375).

The  number of shares outstanding of each of the issuer's classes  of
common equity as of June 15, 1996:  17,981,133 shares of common stock

Transitional Small Business Disclosure Format (check one): Yes ___ No
[x]


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                       1,517,449
<SECURITIES>                                 2,186,883
<RECEIVABLES>                                   47,855
<ALLOWANCES>                                         0
<INVENTORY>                                    160,030
<CURRENT-ASSETS>                             7,136,684
<PP&E>                                       2,543,500
<DEPRECIATION>                                 303,348
<TOTAL-ASSETS>                              15,287,789
<CURRENT-LIABILITIES>                        4,742,525
<BONDS>                                              0
                                0
                                    960,813
<COMMON>                                         9,016
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                15,287,789
<SALES>                                        230,557
<TOTAL-REVENUES>                             1,195,368
<CGS>                                                0
<TOTAL-COSTS>                                3,583,696
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             185,891
<INCOME-PRETAX>                              1,015,700
<INCOME-TAX>                                   503,314
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   512,386
<EPS-PRIMARY>                                      .03
<EPS-DILUTED>                                      .02
        

</TABLE>


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