As Filed with the Securities and Exchange Commission on January 8, 1997
                                                                 
                                                                 

                Securities and Exchange Commission
                      Washington, D.C. 20549
                     _______________________

                             FORM S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933
                     _______________________

                         Definition, Ltd.
      (Exact name of Registrant as specified in its charter)

         NEVADA                                      75-2293489  
(State or other jurisdiction of                  (IRS Employer   
incorporation or organization)                Identification No.)

       1334 South Killian, Unit 4, Lake Park, Florida 33403
   (Address of principal executive offices, including zip code)

         ________________________________________________

             CONSULTING AND LEGAL SERVICES AGREEMENT
                     (Full title of the plan)
         ________________________________________________

                         Gerald L. Beeson
                     Chief Executive Officer
                         Definition, Ltd.
                    1334 South Killian, Unit 4
                     Lake Park, Florida 33403
             (Name and address of agent for service)

                             Copy to:

                    L. A. Newlan, Jr., Esquire
                         NEWLAN & NEWLAN
            5525 North MacArthur Boulevard - Suite 670
                       Irving, Texas 75038
                          (972) 518-1886
                                                                 
                                                                 

              Total Sequentially Numbered Pages: 25

   Index to Exhibits Located on Sequentially Numbered Page: 15<PAGE>
  
               CALCULATION OF REGISTRATION FEE


                                                                           

                                         Proposed    Proposed
                                         maximum     maximum
                                         offering    aggregate
Title of Securities      Amount to be    price per   offering  Amount of
to be registered         registered      share(1)    price(1)  registration fee
                                                                           

Common Stock,
$.001 par value          100,000 shares  $.90 (1)    $90,000     $100.00 (2)

                                                                           
(1)  The maximum offering price was calculated pursuant to Rule 457(c).
(2)  Minimum fee.
<PAGE>
                         DEFINITION, LTD.

 Cross Reference Sheet Required By Item 501(b) of Regulation S-K

Form S-8 Item Number and Caption             Caption in Prospectus

1.   Forepart of Registration Statement      Facing Page of Registration 
     and Outside Front Cover Page of         Statement and Cover Page of 
     Prospectus                              Prospectus

2.   Inside Front and Outside Back           Inside Cover Page of Prospectus and
     Cover Pages of Prospectus               Outside Cover Page of Prospectus

3.   Summary Information, Risk Factors       Not Applicable
     and Ratio of Earnings to Fixed
     Charges

4.   Use of Proceeds                         Not Applicable

5.   Determination of Offering Price         Not Applicable

6.   Dilution                                Not Applicable

7.   Selling Security Holders                Sales by Selling Shareholder

8.   Plan of Distribution                    Cover Page of Prospectus and 
                                             Sales by Selling Shareholder

9.   Description of Securities to            Grant of Stock Bonus; and
     be Registered                           Sales by Selling Shareholder

10.  Interest of Named Experts               Not Applicable
     and Counsel

11.  Material Changes                        Not Applicable

12.  Incorporation of Certain Information    Incorporation of Certain 
     by Reference                            Information by Reference

13.  Disclosure of Commission Position       Indemnification
     on Indemnification or Securities
     Act Liabilities<PAGE>
PROSPECTUS



                         Definition, Ltd.

                  100,000 Shares of Common Stock
                   ($.001 par value per share)

   Issued Pursuant to a Consulting and Legal Services Agreement

     This Prospectus is part of a Registration Statement which registers 
100,000 shares of Common Stock, $.001 par value per share (the "Common 
Stock"), of Definition, Ltd., a Nevada corporation (the "Company"), which 
have been issued, as described herein, to Newlan & Newlan, Attorneys at Law,
a Texas general partnership ("Newlan"), consultants and legal counsel to the
Company, pursuant to a Consulting and Legal Services Agreement under which 
the Company has issued 100,000 shares of Common Stock to Newlan (such 
securities being referred to herein as the "Newlan Securities").  Newlan is 
a selling shareholder under this Prospectus and is referred to herein as the
"Selling Shareholder".  All of the Newlan Securities were issued to the Selling
Shareholder pursuant to a written compensation contract which provided for 
the issuance of the Newlan Securities.  The Company has been advised by the 
Selling Shareholder that it may sell all or a portion of its shares of Common
Stock from time to time in the over-the-counter market in negotiated 
transactions, directly or through brokers, or otherwise, and that such shares
will be sold at market prices prevailing at the time of such sales or at 
negotiated prices.

     No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and,
if given or made, such information or representation must not be relied upon
as having been authorized by the Company.  Neither the delivery of this 
Prospectus nor the issuance of any of the Newlan Securities under the terms 
of the aforementioned Consulting and Legal Services Agreement shall, under 
any circumstances, create any implication that there has been no change in 
the affairs of the Company since the date hereof.
                           ____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENT-ATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.
                           ____________

     This Prospectus does not constitute an offer to sell securities in any 
state to any person to whom it is unlawful to make such offer in such state.

          The date of the Prospectus is January 8, 1997<PAGE>
                     


                        AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in 
accordance therewith, files reports and other information with the Securities 
and Exchange Commission (the "Commission").  Reports and other information filed
with the Commission can be inspected and copied at the Public Reference Section
of the Commission at its principal offices located at 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Company's Common Stock is traded in the 
over-the-counter market.

     The Company has filed with the Commission a Registration Statement on 
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as 
amended (the "Act"), with respect to 100,000 shares of the Company's Common 
Stock, issued to a consultant of the Company pursuant to a written Consulting
and Legal Services Agreement.  This Prospectus, which constitutes Part I of
the Registration Statement, omits certain information with respect to the 
Company and the shares of Common Stock offered by the Prospectus.  Reference
is made to the Registration Statement, including the exhibits thereto.  
Statements in this Prospectus as to any document are not necessarily
complete, and where any such document is an exhibit to the Registration 
Statement or is incorporated by reference herein, each such statement is 
qualified in all respects by the provisions of such exhibit or other 
document, to which reference is hereby made, for a full statement of the
provisions thereof.  A copy of the Registration Statement, with exhibits, 
may be obtained from the Commission's office located in Washington, D.C. 
(at the above address) upon payment of the fees prescribed by the Rules and 
Regulations of the Commission, or examined free of charge.

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are 
incorporated herein by reference and made a part hereof:

     1.   The Company's Annual Report on Form 10-KSB for the year ended 
          December 31, 1995;

     2.   The Company's Quarterly Report on Form 10-QSB for the period ended 
          March 31, 1996;

     3.   The Company's Quarterly Report on Form 10-QSB for the period ended
          June 30, 1996;

     4.   The Company's Registration Statement on Form S-8 filed on July 1,
          1996;

     5.   The Company's Quarterly Report on Form 10-QSB for the period ended
          September 30, 1996; and

     6.   The Company's Amended Quarterly Report on Form 10-QSB/A for the 
          period ended September 30, 1996.


     All reports and documents filed by the Company pursuant to Section 13, 
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold or 
which de-registers all securities then remaining unsold, shall be deemed to 
be incorporated by reference herein and to be a part hereof from the respective
date of filing of each such document.  Any statement incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement.  Any statement 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus.

     The Company hereby undertakes to provide, without charge, to each 
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on the written request of any such person, a copy of any or 
all of the documents referred to above which have been or may be incorporated
by reference in this Prospectus, other than exhibits to such documents.  
Written requests for such copies should be directed to:Corporate Secretary, 
Definition, Ltd., 1334 South Killian, Lake Park, Florida 33403; telephone
(561) 840-0558.

                           THE COMPANY

     The Company was incorporated on March 13, 1989, in the State of Nevada.  
The Company acquired the exclusive right and license to sell and exploit 
commercially a patented stone hot plate that operated without electrical 
connection, in the United States, Canada, Mexico and the West Indies.  The 
Company also obtained and further enhanced proprietary operational guidelines 
and procedures for the development, decoration, establishment and operation of 
restaurants in the United States and such other countries utilizing the Stone 
Grill for tabletop cooking. From 1989 to 1993, the Company engaged in various
marketing and sales activities related to the promotion of Stone Grill 
cooking and its Stone Grill products, and in 1991 established a pilot restaurant
facility.  During 1993, the Company determined not to go forward with the 
Stone Grill-related restaurant business. The Company sold all of its holdings
in Stone Grill Restaurants, Inc., a wholly-owned subsidiary, and ceased its 
activities in this field.

     During 1994, the Company began acquisition of assets and sought business
opportunities related to interactive media and communications.  In 
furtherance of these plans, the Company acquired programming, a broadcast 
film library, computers, video, studio, broadcast and cable equipment and 
pre-paid air time.  In early 1995, the Company's wholly-owned subsidiary, 
Interactive Systems, Inc. ("ISI"), acquired an office and studio complex in 
Lake Park, Florida.

     The Company's business includes the production of direct response 
programming, and interactive programming for world wide application, 
including educational software, infomercials, interactive computer media, 
video and the sale of television advertising (utilizing broadcast air time
through WAQ-TV 19, West Palm Beach, Florida).  The Company also sells from 
time to time, primarily into foreign markets, copies of video, film clips and
programming from its broadcast film library, which includes certain 
copyrighted programs, documentaries, newsreels, music books and educational 
footage.  ISI is currently involved in a computer-based, interactive educational
network with Academy Concepts.  This project is currently making no progress
due to a dispute concerning obligations of the parties under the agreement 
between them, and litigation may be necessary to resolve this situation.  ISI is
involved with the production of television programs for broadcast in the West
Palm Beach, Florida, and the Dallas/Fort Worth, Texas, metropolitan areas, and
in the production of one-hour infomercials for video and cable television 
broadcast.

     ISI is seeking to develop customers and sales utilizing the "Internet".
It is operating under a letter of intent with WorldWide Marketing, a 
Europe-based firm ("WWM"), in a business venture involving the importation 
into the United States of substantial amounts of art, art objects and craft 
items from Italy, which are being sold at auction by Sotheby Auctioneers in 
cooperation with Hofstra University, Hempstead, New York.  This program, 
known as the "Messagio d'amore", or Message of Love, is expected to create 
purchases and sales involving both large and small vendors and craftsmen 
located primarily in the Verona, Italy, area. 

             CONSULTING AND LEGAL SERVICES AGREEMENT
                   AND ISSUANCE OF COMMON STOCK

General

     On December 19, 1996, the Company entered into a Consulting and Legal 
Services Agreement with Newlan & Newlan, Attorneys at Law, a Texas general 
partnership (the Selling Shareholder).  The Company has issued 100,000 
shares of Company Common Stock pursuant to such Consulting and Legal Services
Agreement.  This Prospectus relates to the 100,000 shares issued to Newlan.
Under the terms of the Consulting and Legal Services Agreement, the Selling
Shareholder has agreed to provide consulting services with respect to 
financing opportunities and the acquisition of business opportunities and 
operating assets related to the wireless cable industry and related 
industries.  None of the securities to which this Prospectus relates is issued
pursuant to any program or plan and are not being administered by either the
Board of Directors of the Company or any committee of the Board of Directors
organized for that purpose.

Federal Income Tax Effects

     The issuance of the Newlan Securities will result in the recognition of
taxable income to the Sellig Shareholder.  Correspondingly, the Company will
be entitled to a deduction equal to the amount of ordinary income charged to
the Selling Shareholder, $40,000.

Restrictions Under Securities Laws

     The sale of any shares of Common Stock issued under the Consulting and
Legal Services Agreement must be made in compliance with federal and state 
securities laws.  Officers, directors and 10% or greater shareholders of the 
Company, as well as certain other persons or parties who may be deemed to be 
"affiliates" of the Company under Federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective Registration 
Statement, Rule 144 or any other applicable exemption.



                   SALES BY SELLING SHAREHOLDER

     The following table sets forth the name of the Selling Shareholder, the 
amount of shares of Common Stock held, directly or indirectly, the amount of 
Common Stock to be owned by the Selling Shareholder following sale of such 
shares of Common Stock and the percentage of shares of Common Stock to be 
owned by the Selling Shareholder following completion of such offering (based
on 4,891,842 shares of Common Stock of the Company outstanding as of the date of
this Prospectus).

                                                 Shares to       Percentage
Name of Selling     Number of      Shares to     Be Owned        To be Owned
Shareholder         Shares Owned   Be Offered    After Offering  After Offering

Newlan & Newlan     100,000        100,000          -0-             -0-  


                    DESCRIPTION OF SECURITIES

Common Stock

     The Company is authorized to issue up to 100,000,000 shares of Common 
Stock, $.001 parvalue per share.  The holders of Company Common Stock will be 
entitled to one vote per share on each matter submitted to a vote at any meeting
of shareholders.  Shares of Common Stock do not carry cumulative voting 
rights and, therefore, a majority of the shares of outstanding Common Stock
will be able to elect the entire Board of Directors of the Company and, if 
they do so, minority shareholders would not be able to elect any persons to 
the Board of Directors.  The Company's bylaws provide that a majority in 
number of the issued and outstanding shares of the Company shall constitute 
a quorum for shareholders' meetings, except with respect to certain matters 
for which a greater percentage quorum is required by statute or the bylaws.

     Shareholders of the Company will have no preemptive rights to acquire 
additional shares of Common Stock or other securities.  The Common Stock will
not be subject to redemption and will carry no subscription or conversion 
rights.  In the event of liquidation of the Company, the shares of Common 
Stock will be entitled to share equally in corporate assets after satisfaction
of all liabilities.  The shares of Common Stock, when issued, will be fully
paid and non-assessable.

     Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends.  The Company intends to expand its business through
reinvestment of profits, if any, and does not anticipate that it will pay 
dividends in the foreseeable future.

     The Board of Directors has the authority to issue the authorized but 
unissued shares without action by the shareholders.




Transfer Agent

     The transfer agent for the shares of Common Stock of the Company is 
Continental Stock Transfer & Trust Company, 2 Broadway, New York, 
New York 10004.

                         INDEMNIFICATION

     Nevada law provides that Nevada corporations may include within their 
articles of incorporaiton provisions eliminating or limiting the personal 
liability of their directors and officers in shareholder actions brought to 
obtain damages for alleged for alleged breaches of fiduciary duties, as long
as the alleged acts or omissions did not involve intentional misconduct, fraud,
a knowing violation of law or payment of dividends in violation of the Nevada
statutes.  Nevada law also allows Nevada corporations to include in their 
articles of incorporation or bylaws provisions to the effect that expenses of
officers and directors incurred in defending a civil or criminal action must be
paid by the corporation as they are incurred, subject to an undertaking on
behalf of the officer or director that he or she will repay such expenses if
it is ultimately determined by a court of competent jurisdiction that such 
officer or director is not entitled to be indemnified by the corporation 
because such officer or director did not act in good faith and in a manner 
reasonably believed to be in or not opposed to the best interests of the 
corporation.

     Nevada law provides that Nevada corporations may eliminate or limit the 
personal liability of its directors and officers.  This means that the 
articles of incorporation could state a dollar maximum for which directors 
would be liable, either individually or collectively, rather than eliminating
total liability to the full extent permitted by the law. 

     The Company's Charter provides that a director or officer of the Company 
shall not be personally liable to the Company or its shareholders for damages
for any breach of fiduciary duty as a director or officer, except for 
liability for (i) acts or omissions which involve intentional misconduct, 
fraud or a knowing violation of law, or (ii) the payment of distribution in 
violation of NRS 78.300.  In addition, NRS 78.751 and Article VII of the 
Bylaws of the Company, under certain circumstances, provided for the 
indemnification of the officers and directors of the Company against 
liabilities which they may incur in such capacities.  A summary of the 
circumstances in which such indemnification is provided for is set forth in
the following paragraph, but such summary is qualified in its entirety by 
reference to Article VII of the Bylaws of the Company.

     In general, any director or officer of the Company (an "Indemnitee") who
was or is a party to, or is threatened to be made a party to, or is otherwise
involved in any threatened, pending or completed action or suit (including, 
without limitation, an action, suit or proceeding by or in the right 
of the Company), whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that the Indemnitee is or was a director
or officer of the Company or is or was serving in any capacity at the request
of the Company as a director, officer, employee, agent, partner or fiduciary
of, or in any other capacity for, another corporation or any partnership, 
joint venture, trust or other enterprise shall be indemnified and held 
harmless by the Company for actions taken by the Indemnitee and for all 
omissions to the full extent permitted by Nevada law against all expense, 
liability and loss (including, without limitation, attorneys' fees, 
judgments, fines, taxes, penalties and amounts paid or to be paid in 
settlement) reasonably incurred or suffered by the Indemnitee in connection 
with any Proceeding.  The rights to indemnification specifically include the 
right to reimbursement from the Company for all reasonable costs and expenses 
incurred in connection with the Proceeding and indemnification continues as 
to an Indemnitee who has ceased to be a director or officer.  The Board of 
Directors may include employees and other persons as though they were 
Indemnitees.  The rights to indemnification are not exclusive of any other 
rights that any person may have by law, agreement or otherwise.

     The Bylaws also provide that the Company may purchase and maintain 
insurance or make other financial arrangements on behalf of any person who 
otherwise qualifies as an Indemnitee under the foregoing provisions.  Other 
financial arrangements to assist the Indemnitee are also permitted, such as 
the creation of a trust fund, the establishment of a program of 
self-insurance, the securing of the Company's obligation of indemnification
by granting a security interest or other lien on any assets (including cash)
of the Company and the establishment of a letter of credit, guaranty or surety.

     The Company and Interactive Systems, Inc., the Company's wholly-owned 
subsidiary (ISI), intend to enter into agreements with each of their 
respective directors, executive officers and significant employees providing
for indemnification by the Company and by ISI of each of them to the extent
permitted by their respective Charters and Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the Act), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or 
controlling person of the Company in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue. 

                          LEGAL MATTERS

     Legal matters in connection with the securities being offered hereby will 
be passed upon for the Company by Newlan & Newlan, Attorneys at Law, Irving,
Texas.

                             EXPERTS

     The consolidated financial statements and financial statement schedules of
the Company included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Smith, Dance & Company,
Certified Public Accountants, independent certified public accountants, given on
the authority of that firm as experts in auditing and accounting.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents listed in (a) through (e) below are incorporated by 
reference in this Registration Statement.  All documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 and 14(d) of the 
Securities Exchange Act of 1934 (the Exchange Act), prior to the filing of a
post-effective amendment which indicates that all securities offered have been 
sold or which de-registers all securities then remaining unsold, shall be 
deemed to be incorporated by reference in the Registration Statement and to 
be part thereof from the date of filing of such documents.

     (a)  The Company's latest Annual Report on Form 10-KSB for the year 
          ended December 31, 1995, filed pursuant to the Exchange Act.

     (b)  The Company's Quarterly Report on Form 10-QSB for the period ended
          March 31, 1996.
 
     (c)  The Company's Quarterly Report on Form 10-QSB for the period ended 
          June 30, 1996.

     (d)  The Company's Registration Statement on Form S-8 filed July 1, 1996.

     (e)  The Company's Quarterly Report on Form 10-QSB for the period ended 
          September 30, 1996.

     (f)  The Company's amended Quarterly Report on Form 10-QSB/A for the 
          period ended September 30, 1996.

     (g)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
          Exchange Act since the end of the fiscal year covered by the Company's
          Annual Report referred to above.

Item 4.  Description of Securities.

     The Company is authorized to issue up to 100,000,000 shares of Common 
Stock, $.001 par value per share.  The holders of Company Common Stock will 
be entitled to one vote per share on each matter submitted to a vote at any 
meeting of shareholders.  Shares of Common Stock do not carry cumulative 
voting rights and, therefore, a majority of the shares of outstanding Common 
Stock will be able to elect the entire Board of Directors of the Company and,
if they do so, minority shareholders would not be able to elect any persons 
to the Board of Directors.  The Company's bylaws provide that a majority in 
number of the issued and outstanding shares of the Company shall constitute 
a quorum for shareholders' meetings, except with respect to certain matters 
for which a greater percentage quorum is required by statute or the bylaws.

     Shareholders of the Company will have no preemptive rights to acquire 
additional shares of Common Stock or other securities.  The Common Stock will
not be subject to redemption and will carry no subscription or conversion 
rights.  In the event of liquidation of the Company, the shares of Common 
Stock will be entitled to share equally in corporate assets after satisfaction
of all liabilities.  The shares of Common Stock, when issued, will be fully 
paid and nonassessable.

     Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends.  The Company intends to expand its business through
reinvestment of profits, if any, and does not anticipate that it will pay 
dividends in the foreseeable future.

     The Board of Directors has the authority to issue the authorized but 
unissued shares without action by the shareholders.

Item 5.  Interests of Named Experts and Counsel.

     The Selling Shareholder is legal counsel to the Company.

Item 6.  Indemnification of Directors and Officers.

     Nevada Revised Statutes 78.037 is incorporated herein by this reference.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934 or the Rules and 
Regulations of the Securities and Exchange Commission thereunder may be 
permitted under said indemnification provisions of the law, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange 
Commission, any such indemnification is against public policy and is, 
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Inasmuch as the consultant who received shares of Common Stock of the 
Company is knowledgeable, sophisticated and had access to comprehensive 
information relevant to the Company, such transaction was undertaken in 
reliance on the exemption from registration provided by Section 4(2) of the 
Act.  As a condition precedent to such grant, the consultant was  required to
express an investment intent and consent to the imprinting of a restrictive 
legend on each stock certificate to be received from the Company in the 
absence of sale pursuant to an effective Registration Statement.

Item 8.  Exhibits.

     Exhibit   Description

     5.1       Opinion of Newlan & Newlan, Attorneys at Law, re: Legality


     10.1      Consulting and Legal Services Agreement, dated as of December 19,
               1996, between Registrant and Newlan & Newlan, Attorneys of 
               Law, a Texas general partnership

     24.1      Consent of Smith, Dance & Company, Certified Public Accountants

     24.2      Consent of Newlan & Newlan, Attorneys at Law

Item 9.  Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

          (a)  To file, during any period in which offerings or sales are being
               made, a post-effective amendment to this Registration Statement 
               to include any material information with respect to the plan of 
               distribution not previously disclosed in the Registration 
               Statement or any material change to such information in 
               the Registration Statement;

          (b)  That, for the purposes of determining any liability under the 
               Act, each such post-effective amendment shall be deemed to be a 
               new Registration Statement relating to the securities offered 
               therein, and the offering of such securities at that time 
               shall be deemed to be the initial bona fide offering thereof; and

          (c)  To remove from registration by means of a post-effective 
               amendment any of the securities being registered which remain 
               unsold at the termination of the offering.

     (2)  The undersigned Registrant hereby undertakes that, for purposes of 
          determining any liability under the Act, each filing of the 
          Registrant's annual report pursuant to Section 13(a) or Section 
          15(d) of the Exchange Act that is incorporated by reference in the
          Registration Statement shall be deemed to be a new Registration 
          Statement relating to the securities offered therein, and the 
          offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (3)  Insofar as indemnification for liabilities arising under the Act may
          be permitted to Directors, officers and controlling persons of 
          Registrant pursuant to the foregoing provisions, or otherwise, 
          Registrant has been advised that in the opinion of the Securities 
          and Exchange Commission, such indemnification is against public policy
          as expressed in the Act and is, therefore, unenforceable.  In the 
          event that a claim for indemnification against such liabilities 
          (other than the payment by Registrant of expenses incurred or paid
          by a Director, officer or controlling person of the Registrant in 
          the successful defense of any action, suit or proceeding) is 
          asserted by such Director, officer or controlling person in 
          connection with the securities being registered, Registrant will, 
          unless in the opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate 
          jurisdiction the question whether such indemnification by it is 
          against public policy as expressed in the Act and will be governed
          by the final adjudication of such issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, on the dates shown below.


                            DEFINITION, LTD.




                              By:  /s/ Gerald L. Beeson  
                                   Gerald L. Beeson
                                   Chief Executive Officer
   
Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement on Form S-8 has been signed by the following persons 
in the capacities and on the dates indicated:
                                   
Signatures                 Title                              Date 


/s/ Gerald L. Beeson       Executive Vice President, Chief    December 20, 1996
Gerald L. Beeson           Executive Officer, Principal
                           Financial and Accounting
                           Officer and Director


/s/ Michael DeLuise        Director                           December 20, 1996
Michael DeLuise


/s/ David L. Holt          Director                           December 20, 1996
David L. Holt


<PAGE>
                        INDEX TO EXHIBITS

                         DEFINITION, LTD.

                                                                 Sequentially
                                                                   Numbered  
Exhibit No.                     Description                          Page      

  5.1               Opinion of Newlan & Newlan, Attorneys
                    at Law, re: Legality                              16     

  10.1              Consulting and Legal Services Agreement, 
                    dated as of December 19, 1996, between 
                    Registrant and Newlan & Newlan, Attorneys 
                    at Law, a Texas general partnership               18        

  24.1              Consent of Smith, Dance & Company, 
                    Certified Public Accountants                      23        

  24.2              Consent of Newlan & Newlan, Attorneys at Law      25
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 36666}]
{"company-data": {"conformed-name": "DEFINITION LTD", "cik": "0000854877", "assigned-sic": "7812", "irs-number": "752293489", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19507", "film-number": "97503738"}, "business-address": {"street1": "1334 KILLIAN DR", "city": "LAKE PARK", "state": "FL", "zip": "33403", "phone": "2147411390"}, "mail-address": {"street1": "1334 KILLIAN DR", "city": "LAKE PARK", "state": "FL", "zip": "33403"}, "former-company": {"former-conformed-name": "STONE GRILL INTERNATIONAL INC", "date-changed": "19940720"}}
As Filed with the Securities and Exchange Commission on January 8, 1997
                                                                 
                                                                 

                Securities and Exchange Commission
                      Washington, D.C. 20549
                     _______________________

                             FORM S-8
                      Registration Statement
                              Under
                    The Securities Act of 1933
                     _______________________

                         Definition, Ltd.
      (Exact name of Registrant as specified in its charter)

         NEVADA                                      75-2293489  
(State or other jurisdiction of                  (IRS Employer   
incorporation or organization)                Identification No.)

       1334 South Killian, Unit 4, Lake Park, Florida 33403
   (Address of principal executive offices, including zip code)

         ________________________________________________

             CONSULTING AND LEGAL SERVICES AGREEMENT
                     (Full title of the plan)
         ________________________________________________

                         Gerald L. Beeson
                     Chief Executive Officer
                         Definition, Ltd.
                    1334 South Killian, Unit 4
                     Lake Park, Florida 33403
             (Name and address of agent for service)

                             Copy to:

                    L. A. Newlan, Jr., Esquire
                         NEWLAN & NEWLAN
            5525 North MacArthur Boulevard - Suite 670
                       Irving, Texas 75038
                          (972) 518-1886
                                                                 
                                                                 

              Total Sequentially Numbered Pages: 25

   Index to Exhibits Located on Sequentially Numbered Page: 15
CALCULATION OF REGISTRATION FEE

                                                                           

                                         Proposed    Proposed
                                         maximum     maximum
                                         offering    aggregate
Title of Securities      Amount to be    price per   offering  Amount of
to be registered         registered      share(1)    price(1)  registration fee
                                                                           

Common Stock,
$.001 par value          100,000 shares  $.90 (1)    $90,000     $100.00 (2)

                                                                           
(1)  The maximum offering price was calculated pursuant to Rule 457(c).
(2)  Minimum fee.
DEFINITION, LTD.

 Cross Reference Sheet Required By Item 501(b) of Regulation S-K

Form S-8 Item Number and Caption             Caption in Prospectus

1.   Forepart of Registration Statement      Facing Page of Registration 
     and Outside Front Cover Page of         Statement and Cover Page of 
     Prospectus                              Prospectus

2.   Inside Front and Outside Back           Inside Cover Page of Prospectus and
     Cover Pages of Prospectus               Outside Cover Page of Prospectus

3.   Summary Information, Risk Factors       Not Applicable
     and Ratio of Earnings to Fixed
     Charges

4.   Use of Proceeds                         Not Applicable

5.   Determination of Offering Price         Not Applicable

6.   Dilution                                Not Applicable

7.   Selling Security Holders                Sales by Selling Shareholder

8.   Plan of Distribution                    Cover Page of Prospectus and 
                                             Sales by Selling Shareholder

9.   Description of Securities to            Grant of Stock Bonus; and
     be Registered                           Sales by Selling Shareholder

10.  Interest of Named Experts               Not Applicable
     and Counsel

11.  Material Changes                        Not Applicable

12.  Incorporation of Certain Information    Incorporation of Certain 
     by Reference                            Information by Reference

13.  Disclosure of Commission Position       Indemnification
     on Indemnification or Securities
     Act Liabilities
PROSPECTUS

                         Definition, Ltd.

                  100,000 Shares of Common Stock
                   ($.001 par value per share)

   Issued Pursuant to a Consulting and Legal Services Agreement

     This Prospectus is part of a Registration Statement which registers 
100,000 shares of Common Stock, $.001 par value per share (the "Common 
Stock"), of Definition, Ltd., a Nevada corporation (the "Company"), which 
have been issued, as described herein, to Newlan & Newlan, Attorneys at Law,
a Texas general partnership ("Newlan"), consultants and legal counsel to the
Company, pursuant to a Consulting and Legal Services Agreement under which 
the Company has issued 100,000 shares of Common Stock to Newlan (such 
securities being referred to herein as the "Newlan Securities").  Newlan is 
a selling shareholder under this Prospectus and is referred to herein as the
"Selling Shareholder".  All of the Newlan Securities were issued to the Selling
Shareholder pursuant to a written compensation contract which provided for 
the issuance of the Newlan Securities.  The Company has been advised by the 
Selling Shareholder that it may sell all or a portion of its shares of Common
Stock from time to time in the over-the-counter market in negotiated 
transactions, directly or through brokers, or otherwise, and that such shares
will be sold at market prices prevailing at the time of such sales or at 
negotiated prices.

     No person has been authorized by the Company to give any information or
to make any representation other than as contained in this Prospectus, and,
if given or made, such information or representation must not be relied upon
as having been authorized by the Company.  Neither the delivery of this 
Prospectus nor the issuance of any of the Newlan Securities under the terms 
of the aforementioned Consulting and Legal Services Agreement shall, under 
any circumstances, create any implication that there has been no change in 
the affairs of the Company since the date hereof.
                           ____________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENT-ATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE.
                           ____________

     This Prospectus does not constitute an offer to sell securities in any 
state to any person to whom it is unlawful to make such offer in such state.

          The date of the Prospectus is January 8, 1997
AVAILABLE INFORMATION

     The Company is subject to the informational requirements of the 
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in 
accordance therewith, files reports and other information with the Securities 
and Exchange Commission (the "Commission").  Reports and other information filed
with the Commission can be inspected and copied at the Public Reference Section
of the Commission at its principal offices located at 450 Fifth Street, N.W.,
Washington, D.C. 20549.  The Company's Common Stock is traded in the 
over-the-counter market.

     The Company has filed with the Commission a Registration Statement on 
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as 
amended (the "Act"), with respect to 100,000 shares of the Company's Common 
Stock, issued to a consultant of the Company pursuant to a written Consulting
and Legal Services Agreement.  This Prospectus, which constitutes Part I of
the Registration Statement, omits certain information with respect to the 
Company and the shares of Common Stock offered by the Prospectus.  Reference
is made to the Registration Statement, including the exhibits thereto.  
Statements in this Prospectus as to any document are not necessarily
complete, and where any such document is an exhibit to the Registration 
Statement or is incorporated by reference herein, each such statement is 
qualified in all respects by the provisions of such exhibit or other 
document, to which reference is hereby made, for a full statement of the
provisions thereof.  A copy of the Registration Statement, with exhibits, 
may be obtained from the Commission's office located in Washington, D.C. 
(at the above address) upon payment of the fees prescribed by the Rules and 
Regulations of the Commission, or examined free of charge.

         INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Commission are 
incorporated herein by reference and made a part hereof:

     1.   The Company's Annual Report on Form 10-KSB for the year ended 
          December 31, 1995;

     2.   The Company's Quarterly Report on Form 10-QSB for the period ended 
          March 31, 1996;

     3.   The Company's Quarterly Report on Form 10-QSB for the period ended
          June 30, 1996;

     4.   The Company's Registration Statement on Form S-8 filed on July 1,
          1996;

     5.   The Company's Quarterly Report on Form 10-QSB for the period ended
          September 30, 1996; and

     6.   The Company's Amended Quarterly Report on Form 10-QSB/A for the 
          period ended September 30, 1996.

     All reports and documents filed by the Company pursuant to Section 13, 
14 or 15(d) of the Exchange Act, prior to the filing of a post-effective 
amendment which indicates that all securities offered hereby have been sold or 
which de-registers all securities then remaining unsold, shall be deemed to 
be incorporated by reference herein and to be a part hereof from the respective
date of filing of each such document.  Any statement incorporated by 
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any 
other subsequently filed document, which also is or is deemed to be incorporated
by reference herein, modifies or supersedes such statement.  Any statement 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute part of this Prospectus.

     The Company hereby undertakes to provide, without charge, to each 
person, including any beneficial owner, to whom a copy of this Prospectus has
been delivered, on the written request of any such person, a copy of any or 
all of the documents referred to above which have been or may be incorporated
by reference in this Prospectus, other than exhibits to such documents.  
Written requests for such copies should be directed to:Corporate Secretary, 
Definition, Ltd., 1334 South Killian, Lake Park, Florida 33403; telephone
(561) 840-0558.

                           THE COMPANY

     The Company was incorporated on March 13, 1989, in the State of Nevada.  
The Company acquired the exclusive right and license to sell and exploit 
commercially a patented stone hot plate that operated without electrical 
connection, in the United States, Canada, Mexico and the West Indies.  The 
Company also obtained and further enhanced proprietary operational guidelines 
and procedures for the development, decoration, establishment and operation of 
restaurants in the United States and such other countries utilizing the Stone 
Grill for tabletop cooking. From 1989 to 1993, the Company engaged in various
marketing and sales activities related to the promotion of Stone Grill 
cooking and its Stone Grill products, and in 1991 established a pilot restaurant
facility.  During 1993, the Company determined not to go forward with the 
Stone Grill-related restaurant business. The Company sold all of its holdings
in Stone Grill Restaurants, Inc., a wholly-owned subsidiary, and ceased its 
activities in this field.

     During 1994, the Company began acquisition of assets and sought business
opportunities related to interactive media and communications.  In 
furtherance of these plans, the Company acquired programming, a broadcast 
film library, computers, video, studio, broadcast and cable equipment and 
pre-paid air time.  In early 1995, the Company's wholly-owned subsidiary, 
Interactive Systems, Inc. ("ISI"), acquired an office and studio complex in 
Lake Park, Florida.

     The Company's business includes the production of direct response 
programming, and interactive programming for world wide application, 
including educational software, infomercials, interactive computer media, 
video and the sale of television advertising (utilizing broadcast air time
through WAQ-TV 19, West Palm Beach, Florida).  The Company also sells from 
time to time, primarily into foreign markets, copies of video, film clips and
programming from its broadcast film library, which includes certain 
copyrighted programs, documentaries, newsreels, music books and educational 
footage.  ISI is currently involved in a computer-based, interactive educational
network with Academy Concepts.  This project is currently making no progress
due to a dispute concerning obligations of the parties under the agreement 
between them, and litigation may be necessary to resolve this situation.  ISI is
involved with the production of television programs for broadcast in the West
Palm Beach, Florida, and the Dallas/Fort Worth, Texas, metropolitan areas, and
in the production of one-hour infomercials for video and cable television 
broadcast.

     ISI is seeking to develop customers and sales utilizing the "Internet".
It is operating under a letter of intent with WorldWide Marketing, a 
Europe-based firm ("WWM"), in a business venture involving the importation 
into the United States of substantial amounts of art, art objects and craft 
items from Italy, which are being sold at auction by Sotheby Auctioneers in 
cooperation with Hofstra University, Hempstead, New York.  This program, 
known as the "Messagio d'amore", or Message of Love, is expected to create 
purchases and sales involving both large and small vendors and craftsmen 
located primarily in the Verona, Italy, area. 

             CONSULTING AND LEGAL SERVICES AGREEMENT
                   AND ISSUANCE OF COMMON STOCK

General

     On December 19, 1996, the Company entered into a Consulting and Legal 
Services Agreement with Newlan & Newlan, Attorneys at Law, a Texas general 
partnership (the Selling Shareholder).  The Company has issued 100,000 
shares of Company Common Stock pursuant to such Consulting and Legal Services
Agreement.  This Prospectus relates to the 100,000 shares issued to Newlan.
Under the terms of the Consulting and Legal Services Agreement, the Selling
Shareholder has agreed to provide consulting services with respect to 
financing opportunities and the acquisition of business opportunities and 
operating assets related to the wireless cable industry and related 
industries.  None of the securities to which this Prospectus relates is issued
pursuant to any program or plan and are not being administered by either the
Board of Directors of the Company or any committee of the Board of Directors
organized for that purpose.

Federal Income Tax Effects

     The issuance of the Newlan Securities will result in the recognition of
taxable income to the Sellig Shareholder.  Correspondingly, the Company will
be entitled to a deduction equal to the amount of ordinary income charged to
the Selling Shareholder, $40,000.

Restrictions Under Securities Laws

     The sale of any shares of Common Stock issued under the Consulting and
Legal Services Agreement must be made in compliance with federal and state 
securities laws.  Officers, directors and 10% or greater shareholders of the 
Company, as well as certain other persons or parties who may be deemed to be 
"affiliates" of the Company under Federal securities laws, should be aware that
resales by affiliates can only be made pursuant to an effective Registration 
Statement, Rule 144 or any other applicable exemption.

                   SALES BY SELLING SHAREHOLDER

     The following table sets forth the name of the Selling Shareholder, the 
amount of shares of Common Stock held, directly or indirectly, the amount of 
Common Stock to be owned by the Selling Shareholder following sale of such 
shares of Common Stock and the percentage of shares of Common Stock to be 
owned by the Selling Shareholder following completion of such offering (based
on 4,891,842 shares of Common Stock of the Company outstanding as of the date of
this Prospectus).

                                                 Shares to       Percentage
Name of Selling     Number of      Shares to     Be Owned        To be Owned
Shareholder         Shares Owned   Be Offered    After Offering  After Offering

Newlan & Newlan     100,000        100,000          -0-             -0-  

                    DESCRIPTION OF SECURITIES

Common Stock

     The Company is authorized to issue up to 100,000,000 shares of Common 
Stock, $.001 parvalue per share.  The holders of Company Common Stock will be 
entitled to one vote per share on each matter submitted to a vote at any meeting
of shareholders.  Shares of Common Stock do not carry cumulative voting 
rights and, therefore, a majority of the shares of outstanding Common Stock
will be able to elect the entire Board of Directors of the Company and, if 
they do so, minority shareholders would not be able to elect any persons to 
the Board of Directors.  The Company's bylaws provide that a majority in 
number of the issued and outstanding shares of the Company shall constitute 
a quorum for shareholders' meetings, except with respect to certain matters 
for which a greater percentage quorum is required by statute or the bylaws.

     Shareholders of the Company will have no preemptive rights to acquire 
additional shares of Common Stock or other securities.  The Common Stock will
not be subject to redemption and will carry no subscription or conversion 
rights.  In the event of liquidation of the Company, the shares of Common 
Stock will be entitled to share equally in corporate assets after satisfaction
of all liabilities.  The shares of Common Stock, when issued, will be fully
paid and non-assessable.

     Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends.  The Company intends to expand its business through
reinvestment of profits, if any, and does not anticipate that it will pay 
dividends in the foreseeable future.

     The Board of Directors has the authority to issue the authorized but 
unissued shares without action by the shareholders.

Transfer Agent

     The transfer agent for the shares of Common Stock of the Company is 
Continental Stock Transfer & Trust Company, 2 Broadway, New York, 
New York 10004.

                         INDEMNIFICATION

     Nevada law provides that Nevada corporations may include within their 
articles of incorporaiton provisions eliminating or limiting the personal 
liability of their directors and officers in shareholder actions brought to 
obtain damages for alleged for alleged breaches of fiduciary duties, as long
as the alleged acts or omissions did not involve intentional misconduct, fraud,
a knowing violation of law or payment of dividends in violation of the Nevada
statutes.  Nevada law also allows Nevada corporations to include in their 
articles of incorporation or bylaws provisions to the effect that expenses of
officers and directors incurred in defending a civil or criminal action must be
paid by the corporation as they are incurred, subject to an undertaking on
behalf of the officer or director that he or she will repay such expenses if
it is ultimately determined by a court of competent jurisdiction that such 
officer or director is not entitled to be indemnified by the corporation 
because such officer or director did not act in good faith and in a manner 
reasonably believed to be in or not opposed to the best interests of the 
corporation.

     Nevada law provides that Nevada corporations may eliminate or limit the 
personal liability of its directors and officers.  This means that the 
articles of incorporation could state a dollar maximum for which directors 
would be liable, either individually or collectively, rather than eliminating
total liability to the full extent permitted by the law. 

     The Company's Charter provides that a director or officer of the Company 
shall not be personally liable to the Company or its shareholders for damages
for any breach of fiduciary duty as a director or officer, except for 
liability for (i) acts or omissions which involve intentional misconduct, 
fraud or a knowing violation of law, or (ii) the payment of distribution in 
violation of NRS 78.300.  In addition, NRS 78.751 and Article VII of the 
Bylaws of the Company, under certain circumstances, provided for the 
indemnification of the officers and directors of the Company against 
liabilities which they may incur in such capacities.  A summary of the 
circumstances in which such indemnification is provided for is set forth in
the following paragraph, but such summary is qualified in its entirety by 
reference to Article VII of the Bylaws of the Company.

     In general, any director or officer of the Company (an "Indemnitee") who
was or is a party to, or is threatened to be made a party to, or is otherwise
involved in any threatened, pending or completed action or suit (including, 
without limitation, an action, suit or proceeding by or in the right 
of the Company), whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that the Indemnitee is or was a director
or officer of the Company or is or was serving in any capacity at the request
of the Company as a director, officer, employee, agent, partner or fiduciary
of, or in any other capacity for, another corporation or any partnership, 
joint venture, trust or other enterprise shall be indemnified and held 
harmless by the Company for actions taken by the Indemnitee and for all 
omissions to the full extent permitted by Nevada law against all expense, 
liability and loss (including, without limitation, attorneys' fees, 
judgments, fines, taxes, penalties and amounts paid or to be paid in 
settlement) reasonably incurred or suffered by the Indemnitee in connection 
with any Proceeding.  The rights to indemnification specifically include the 
right to reimbursement from the Company for all reasonable costs and expenses 
incurred in connection with the Proceeding and indemnification continues as 
to an Indemnitee who has ceased to be a director or officer.  The Board of 
Directors may include employees and other persons as though they were 
Indemnitees.  The rights to indemnification are not exclusive of any other 
rights that any person may have by law, agreement or otherwise.

     The Bylaws also provide that the Company may purchase and maintain 
insurance or make other financial arrangements on behalf of any person who 
otherwise qualifies as an Indemnitee under the foregoing provisions.  Other 
financial arrangements to assist the Indemnitee are also permitted, such as 
the creation of a trust fund, the establishment of a program of 
self-insurance, the securing of the Company's obligation of indemnification
by granting a security interest or other lien on any assets (including cash)
of the Company and the establishment of a letter of credit, guaranty or surety.

     The Company and Interactive Systems, Inc., the Company's wholly-owned 
subsidiary (ISI), intend to enter into agreements with each of their 
respective directors, executive officers and significant employees providing
for indemnification by the Company and by ISI of each of them to the extent
permitted by their respective Charters and Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the Act), may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as 
expressed in the Act and is, therefore, unenforceable.  In the event that a 
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or 
controlling person of the Company in the successful defense of any action, 
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by 
controlling precedent, submit to a court of appropriate jurisdiction the 
question whether such indemnification by it is against public policy as 
expressed in the Act and will be governed by the final adjudication of such 
issue. 

                          LEGAL MATTERS

     Legal matters in connection with the securities being offered hereby will 
be passed upon for the Company by Newlan & Newlan, Attorneys at Law, Irving,
Texas.

                             EXPERTS

     The consolidated financial statements and financial statement schedules of
the Company included in the Company's Annual Report on Form 10-KSB for the year
ended December 31, 1995, incorporated by reference in this Prospectus, have
been incorporated herein in reliance on the report of Smith, Dance & Company,
Certified Public Accountants, independent certified public accountants, given on
the authority of that firm as experts in auditing and accounting.

                             PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents listed in (a) through (e) below are incorporated by 
reference in this Registration Statement.  All documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 and 14(d) of the 
Securities Exchange Act of 1934 (the Exchange Act), prior to the filing of a
post-effective amendment which indicates that all securities offered have been 
sold or which de-registers all securities then remaining unsold, shall be 
deemed to be incorporated by reference in the Registration Statement and to 
be part thereof from the date of filing of such documents.

     (a)  The Company's latest Annual Report on Form 10-KSB for the year 
          ended December 31, 1995, filed pursuant to the Exchange Act.

     (b)  The Company's Quarterly Report on Form 10-QSB for the period ended
          March 31, 1996.
 
     (c)  The Company's Quarterly Report on Form 10-QSB for the period ended 
          June 30, 1996.

     (d)  The Company's Registration Statement on Form S-8 filed July 1, 1996.

     (e)  The Company's Quarterly Report on Form 10-QSB for the period ended 
          September 30, 1996.

     (f)  The Company's amended Quarterly Report on Form 10-QSB/A for the 
          period ended September 30, 1996.

     (g)  All other reports filed pursuant to Section 13(a) or 15(d) of the 
          Exchange Act since the end of the fiscal year covered by the Company's
          Annual Report referred to above.

Item 4.  Description of Securities.

     The Company is authorized to issue up to 100,000,000 shares of Common 
Stock, $.001 par value per share.  The holders of Company Common Stock will 
be entitled to one vote per share on each matter submitted to a vote at any 
meeting of shareholders.  Shares of Common Stock do not carry cumulative 
voting rights and, therefore, a majority of the shares of outstanding Common 
Stock will be able to elect the entire Board of Directors of the Company and,
if they do so, minority shareholders would not be able to elect any persons 
to the Board of Directors.  The Company's bylaws provide that a majority in 
number of the issued and outstanding shares of the Company shall constitute 
a quorum for shareholders' meetings, except with respect to certain matters 
for which a greater percentage quorum is required by statute or the bylaws.

     Shareholders of the Company will have no preemptive rights to acquire 
additional shares of Common Stock or other securities.  The Common Stock will
not be subject to redemption and will carry no subscription or conversion 
rights.  In the event of liquidation of the Company, the shares of Common 
Stock will be entitled to share equally in corporate assets after satisfaction
of all liabilities.  The shares of Common Stock, when issued, will be fully 
paid and nonassessable.

     Holders of Common Stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends.  The Company intends to expand its business through
reinvestment of profits, if any, and does not anticipate that it will pay 
dividends in the foreseeable future.

     The Board of Directors has the authority to issue the authorized but 
unissued shares without action by the shareholders.

Item 5.  Interests of Named Experts and Counsel.

     The Selling Shareholder is legal counsel to the Company.

Item 6.  Indemnification of Directors and Officers.

     Nevada Revised Statutes 78.037 is incorporated herein by this reference.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, the Securities Exchange Act of 1934 or the Rules and 
Regulations of the Securities and Exchange Commission thereunder may be 
permitted under said indemnification provisions of the law, or otherwise, the
Company has been advised that, in the opinion of the Securities and Exchange 
Commission, any such indemnification is against public policy and is, 
therefore, unenforceable.

Item 7.  Exemption from Registration Claimed.

     Inasmuch as the consultant who received shares of Common Stock of the 
Company is knowledgeable, sophisticated and had access to comprehensive 
information relevant to the Company, such transaction was undertaken in 
reliance on the exemption from registration provided by Section 4(2) of the 
Act.  As a condition precedent to such grant, the consultant was  required to
express an investment intent and consent to the imprinting of a restrictive 
legend on each stock certificate to be received from the Company in the 
absence of sale pursuant to an effective Registration Statement.

Item 8.  Exhibits.

     Exhibit   Description

     5.1       Opinion of Newlan & Newlan, Attorneys at Law, re: Legality

     10.1      Consulting and Legal Services Agreement, dated as of December 19,
               1996, between Registrant and Newlan & Newlan, Attorneys of 
               Law, a Texas general partnership

     24.1      Consent of Smith, Dance & Company, Certified Public Accountants

     24.2      Consent of Newlan & Newlan, Attorneys at Law

Item 9.  Undertakings.

     (1)  The undersigned Registrant hereby undertakes:

          (a)  To file, during any period in which offerings or sales are being
               made, a post-effective amendment to this Registration Statement 
               to include any material information with respect to the plan of 
               distribution not previously disclosed in the Registration 
               Statement or any material change to such information in 
               the Registration Statement;

          (b)  That, for the purposes of determining any liability under the 
               Act, each such post-effective amendment shall be deemed to be a 
               new Registration Statement relating to the securities offered 
               therein, and the offering of such securities at that time 
               shall be deemed to be the initial bona fide offering thereof; and

          (c)  To remove from registration by means of a post-effective 
               amendment any of the securities being registered which remain 
               unsold at the termination of the offering.

     (2)  The undersigned Registrant hereby undertakes that, for purposes of 
          determining any liability under the Act, each filing of the 
          Registrant's annual report pursuant to Section 13(a) or Section 
          15(d) of the Exchange Act that is incorporated by reference in the
          Registration Statement shall be deemed to be a new Registration 
          Statement relating to the securities offered therein, and the 
          offering of such securities at that time shall be deemed to be the
          initial bona fide offering thereof.

     (3)  Insofar as indemnification for liabilities arising under the Act may
          be permitted to Directors, officers and controlling persons of 
          Registrant pursuant to the foregoing provisions, or otherwise, 
          Registrant has been advised that in the opinion of the Securities 
          and Exchange Commission, such indemnification is against public policy
          as expressed in the Act and is, therefore, unenforceable.  In the 
          event that a claim for indemnification against such liabilities 
          (other than the payment by Registrant of expenses incurred or paid
          by a Director, officer or controlling person of the Registrant in 
          the successful defense of any action, suit or proceeding) is 
          asserted by such Director, officer or controlling person in 
          connection with the securities being registered, Registrant will, 
          unless in the opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate 
          jurisdiction the question whether such indemnification by it is 
          against public policy as expressed in the Act and will be governed
          by the final adjudication of such issue.

                            SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that is has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this 
Registration Statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, on the dates shown below.

                            DEFINITION, LTD.

                              By:  /s/ Gerald L. Beeson  
                                   Gerald L. Beeson
                                   Chief Executive Officer
   
Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement on Form S-8 has been signed by the following persons 
in the capacities and on the dates indicated:
                                   
Signatures                 Title                              Date 

/s/ Gerald L. Beeson       Executive Vice President, Chief    December 20, 1996
Gerald L. Beeson           Executive Officer, Principal
                           Financial and Accounting
                           Officer and Director

/s/ Michael DeLuise        Director                           December 20, 1996
Michael DeLuise

/s/ David L. Holt          Director                           December 20, 1996
David L. Holt
INDEX TO EXHIBITS

                         DEFINITION, LTD.

                                                                 Sequentially
                                                                   Numbered  
Exhibit No.                     Description                          Page      

  5.1               Opinion of Newlan & Newlan, Attorneys
                    at Law, re: Legality                              16     

  10.1              Consulting and Legal Services Agreement, 
                    dated as of December 19, 1996, between 
                    Registrant and Newlan & Newlan, Attorneys 
                    at Law, a Texas general partnership               18        

  24.1              Consent of Smith, Dance & Company, 
                    Certified Public Accountants                      23        

  24.2              Consent of Newlan & Newlan, Attorneys at Law      25