As filed with the Securities and Exchange Commission on March 16, 1999.
                                                                
Securities and Exchange Commission
Washington, D.C. 20549
_______________________

FORM S-8
Registration Statement Under The Securities Act of 1993
________________________

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)

AGREEMENTS FOR SERVICES
(Full title of the plan)

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

(561) 844-7701
(Telephone Number, including area code, of agent for service)
Copy to:CHARLES A. CLEVELAND, P.S.Charles A. Cleveland, Esquire1212 North 
Washington, Suite 304Spokane, Washington 99201-2401(509) 326-1029
If any of the  securities  being  registered on this Form are to be offered 
on a delayed or continuous  basis  pursuant to Rule 415 under the  Securities
  Act of 1933, other than securities offered only in connection with dividend
 or interest reinvestment plans, check the following line: X
 Calculation Of Registration Fee 
Proposed  	Proposed 
                                   			maximum   	maximum
                                   			offering price 	aggregate offering
Title of Securities 		Amount to be   	price per      	price  per share		
Amount of
to be registered    		registered     	share [1] price [1]   price[1]
   			registration fee

Common Stock,
$0.001 par value     	950,000 shares 	$1.20[1]   	$950,000       		$ 264.01[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              				Statement and Cover Page
 of     
     	of Prospectus                             					Prospectus

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

3.  	 Summary Information, Risk                 				Not Applicable
     	Factors 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 
Shareholders

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

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

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

PROSPECTUSDEFINITION, LTD.950,000 Shares of Common Stock($0.001 par value per
 share)                                       Issued and to be Issued 
Pursuant to Agreements for Services
                                
This Prospectus is part of a Registration Statement which registers 950,000
 shares of Common Stock, $0.001 par value per shares (the "Common Stock"), 
of Definition, Ltd., a Nevada corporation (the "Company"), which are issued,
 as described herein, to: (1) Orville Baldridge ("Baldridge"), Consultant to
 the Company, pursuant to a Consulting Agreement under which the Company will
 issue 931,000 shares of Common Stock to Baldridge (the "Baldridge 
Securities"); (2) Lana R. Dieringer, Attorney At Law, ("Dieringer"
, pursuant to an agreement as to unpaid legal services, under which the 
Company will issue 5,000 shares of Common Stock to Dieringer (the "Dieringer
 Securities"); (3) Neil M. Leibman, ("Leibman"), legal counsel and consultant
 to the Company, under which the Company will issue 5,000 shares of Common 
Stock to Liebman (the "Liebman Securities"); and (4) Charles A. Cleveland, 
P.S., Attorney At Law, ("Cleveland"), legal counsel to the Company, pursuant
 to an Engagement Agreement under which the Company will issu
to Cleveland (the "Cleveland Securities"). Baldridge Dieringer, Liebman, and 
Cleveland are selling shareholders under this Prospectus and are collectively
 referred to herein as the "Selling Shareholders".  

All of the Baldridge Securities were issued to Orville Baldridge pursuant to
 a written compensation contract which provides for the issuance of the 
Baldridge Securities. All of the Dieringer and Liebman Securities will be 
issued as repayment of indebtedness for certain legal and consulting services
 previously rendered. All of the Cleveland Securities will be issued in 
return for legal services in connection with this Registration Statement. 
 None of the securities are or will be issued pursuant to any progr
ministered by either the Board of Directors of the Company or any committee
 of the Board of Directors organized for that purpose.

The Company has been advised by the Selling Shareholders that they may sell 
all or a portion of their 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 price 
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 Dieringer Securities under the 
terms of the aforementioned Consulting and Legal Services Agreement shall, 
under any circumstance, create any implication that there has been 
 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 REPRESENTATION 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  March  19, 1999.

AVAILABLE INFORMATION
                                
The Company (File No. 0-20598) 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, proxy and 
information statements filed pursuant to the Exchange Act and other 
information filed with the Commission can be inspected and copied at the 
public reference facilities maintained by the Commission. Copies of such 
t prescribed rates from the Public Reference Section of the Commission at 
its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, 
D.C. 20549, and at the following Regional Offices of the Commission: Chicago 
Regional Office, Kluczynski Federal Building, 230 South Dearborn Street, 
Chicago, Illinois 60604; and New York Regional Office, 75 Park Place, 14th 
Floor, New York, New York 10007. The Commission maintains a Web site that 
contains reports, proxy and information statements and other i
s that file electronically with the Commission at the following address: 
(http://www.sec.gov). In addition, the reports of, proxy and information 
statements filed pursuant to  the Exchange Act by, and other information 
concerning, the Company, whose securities are included in the Over-the-
Counter Bulletin Board ("OTCBB"), can be inspected at the offices f the 
National Association of Securities Dealers, Inc., 1735 R Street, N.W., 
Washington, D.C. 20006.

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 950,000 shares of the Company's Common 
Stock, issued to consultants and attorneys for the Company pursuant to 
agreements for services.  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.  Refere
 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 Statements, with exhibits,
 may be obtained from the Commission's office located in Washington, D.C. 
(at the 
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:

The Company's latest Annual Report on Form 10-KSB for the year ended December
31, 1997. 
The Company's Quarterly Report on Form 10-QSB for the period ended 
March 31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1998.
The Company's Quarterly Report on Form 10-QSB for the period ended  September 
30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1997
The Company's Quarterly Report on Form 10-QSB for the period ended September 30,
 1997.
The Company's Annual Report on Form 10-KSB for the year ended  December 31, 
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1997.
The Company's Quarterly Report on Form 10-QSB for the period ended  June 30, 
1996;
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  September 
30, 1996. 
The Company's Amended Annual Report on Form 10KSB for the year ended December 
31, 1996; and 
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.






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 fo
o 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, modified 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;

No dealer, salesman, or any other person has been authorized to give any 
information or to make any representation not contained in this Prospectus, 
and, if given or made, such information and representation must not be relied
 upon as having been authorized by Definition, Ltd..  This Prospectus does 
not constitute an offer to sell or a solicitation of an offer to buy any of 
the securities offered hereby in any state to any person to whom it is 
unlawful to make such offer in such state.  Neither the delivery
es made hereunder shall, under any circumstances, create any implication that
 there has been no change in the affairs of  Definition, Ltd. since the date 
hereof

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 utili
op 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. 

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 copyrig

ewsreels, music books and educational footage. The Company 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.

The Company is seeking to develop customers and sales utilizing the 
"Internet".  It is operating under a letter of intent with World Wide 
Marketing, a Europe-based firm ("WWM"), in a business venture involving the 
important 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 
expecte
es and sales involving both large and small vendors and craftsmen located 
primarily in the Verona, Italy, area.



AGREEMENTS FOR SERVICES
AND ISSUANCE OF COMMON STOCK
                                
General

On March 9, 1999, the Company entered into a Consulting Agreement with 
Orville Baldridge ("Baldridge"), (individually a Selling Shareholder).  The 
Company will issue 931,000 shares of Company Common Stock pursuant to such 
Consulting Agreement. Under the terms of the Consulting Agreement, Baldridge
 has agreed to provide consulting services with respect to identification of
 merger and acquisition candidates as well as to assist in the proper 
structure of any such acquisition opportunities for the Company.

During 1998 the Company used the legal services of Lana R. Dieringer  to 
assist the Company in certain litigation involving the Company.  Because the 
Company has limited income and cash flow for fiscal year 1998,  it was not 
able to pay for the services rendered by Ms. Dieringer. As of the date of 
filing this Registration Statement, the Company was indebted to Dieringer in 
the total  amount of  $6,285.  The Company has obligated  itself to pay that 
 indebtedness by the issuance of shares of its Common  Stoc
s  agreed to accept 5,000  shares  of  the  Company's  Common  Stock  in  
satisfaction  of  this indebtedness for services previously rendered. The 
Company will issue 5,000 shares of Common Stock of the Company pursuant to
 such agreement.

On March 9, 1999, the Company issued 5,000 shares of Company Common Stock to 
Neil Leibman, as compensation to Mr. Leibman for providing consulting and 
legal services to the Company. As of the date of filing this Registration 
Statement, the Company was indebted to Leibman in the total  amount of  
$5,975. The Company has obligated  itself to  compensate for such consulting
 and legal services by the issuance of shares of its Common  Stock  and 
Leibman has  agreed to accept 5,000  shares  of  the  Company's  Co
tisfaction  of  this indebtedness for services previously rendered. 

On March 16, 1999, the Company is expected to issue 9,000 shares of Company
 Common Stock to Charles A. Cleveland, P.S., attorneys at law, in return for 
the performance of certain legal services related to this Registration 
Statement.

This Prospectus relates to the 950,000 shares issued to Baldridge, Dieringer,
 Leibman, and Cleveland. 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 Baldridge,  Dieringer,  Liebman, and Cleveland Securities
 will result in the recognition of taxable income to the Selling Shareholders
  Correspondingly, the Company will be entitled to a deduction equal to the 
amount of ordinary income charged to the Selling Shareholders, namely, 
approximately $950,000.

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 SHAREHOLDERS
                                
The following table sets forth the names of the Selling Shareholders, the 
amount of shares of Common Stock held, directly or indirectly, the amount of 
Common Stock to be owned by the Selling Shareholders following sale of such 
shares of Common Stock and the percentage of shares of Common Stock to be 
owned by the Selling Shareholders following completion of such offering 
(based on 10.535,373 shares of Common Stock of the Company outstanding as of 
the date of this Prospectus).

                         		Number of               			Shares to      	Percentage


Name of                  	Shares    		Shares to     	Be Owned       	To Be Owned


Selling Shareholders      	Owned     		Be Offered    	After Offering 	After Offe

ring 

Orville Baldridge		Unknown	              931,000	  	    931,000                
       
100%
Charles A. Cleveland	-0-    			    9,000			-0-		-0-
Neil Leibman		Unknown		    5,000			-0-		-0-
Lana R. Dieringer        	Unknown	    	    5,000		             - 0 -         	 
           
 - 0 -


DESCRIPTION OF SECURITIES
                                
Common Stock

The Company is authorized to issue up to 100,000,000 shares of Common Stock, 
$0.001 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 ele
he 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 by 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 Corporate
 Stock Transfer, 370 17th Street Suite 2350, Denver, Colorado 80202.

INDEMNIFICATION

Nevada law provides that Nevada corporations may include within their 
articles of incorporation provisions eliminating or limiting the personal 
liability of their directors and officers in shareholder actions brought to 
obtain damages 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 t
corporation 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 
e 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 Nevada Revised Statures, 78.300.  In addition, Nevada Revised 
Statutes, 78.751 and Article VII of the Bylaws of the Company, u
vided 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 of 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
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
by the Indemnitee in connection with any Proceeding.  The rights to 
indemnification specifically include the right to reimbursement 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

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) o
ment of a letter of credit, guaranty or surety.

The Company and Interactive Systems, Inc., the Company's wholly-owned 
subsidiary (ISI), have entered 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
y 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 
 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 Charles A. Cleveland, P.S., Spokane, Washington.

EXPERTS 
                                
The consolidated financial statements and financial statement schedules of 
the Company included in the Company's Annual Report and Amended Annual Report
on Form 10-KSB and 10-KSB/A for the year ended December 31, 1997, 
incorporated by reference in this Prospectus, have been incorporated herein 
in reliance on the report of Clancy & Co., PLLC, 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 (k) 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 Stateme 
the date of filing of such documents.

(a)  	The Company's latest Annual Report on Form 10-KSB for the year ended 
December 31, 1997. 
(b)  	The Company's Quarterly Report on Form 10-QSB for the period ended  March 
31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1998.
(d)  	The Company's Quarterly Report on Form 10-QSB for the period ended  
September 30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1997
The Company's Quarterly Report on Form 10-QSB for the period ended September 30,
 1997.
(f)  	The Company's Annual Report on Form 10-KSB for the year ended  December 
31, 1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1997.
The Company's Quarterly Report on Form 10-QSB for the period ended  June 30, 
1996;
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  September 
30, 1996. 
(j)  	The Company's Amended Annual Report on Form 10KSB for the year ended 
December 31, 1996; and 
(k)	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, 
$0.001 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 ele
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 
conversation rights.  In the event of liquidation of the Company, the shares
 of Common Stock will be entitles 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 Shareholders are: (1) consultants to the Company; (2) legal 
counsel to the Company. Such Selling Shareholders will be receiving  an 
interest in the Registrant. The  931,000 shares of Common Stock to be issued 
to Orville Baldridge constitutes a significant interest, as that term is 
defined under Item 509 of Regulation S-K, since the fair market value of the 
securities to be received may exceed $1,117,200 (assuming a fair market value
 of $1.20 per share and issuance of 931,999 shares).

Item 6.  Indemnification from 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 consultants who received shares of Common Stock of the 
Company are knowledgeable, sophisticated and had access to comprehensive 
information relevant to the company, the transactions were undertaken in 
reliance on the exemption from registration provided by Section 4(2) of the 
Act.  As a condition precedent to such grants, the consultants are 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
t to an effective Registration Statement.

Item 8.	Exhibits

The following are filed as exhibits to this Registration Statement:
Sequentially
Numbered
Exhibit No.                   	Description                        		   Page
4.1	Instruments defining the rights of security holders including indentures
4.2			Amended and Restated Articles of Incorporation, dated January 13, 1995,
of  the Company.  Incorporated by reference to the                     		
Company's Annual Report on Form 10-KSB for the
Fiscal year ended December 31, 1996.

4.3 	By-laws of the Company, dated January 13, 1995.  Incorporated by 
reference
         to the Company's Annual Report on Form 10-K, for the fiscal year 
ended December 31, 1996.
5            			Opinion of Charles A. Cleveland, re: Legality
          10.1	Consulting Agreement, dated as  of  March 9, 1999, 
between Registrant and  Orville Baldridge

24.1  	Consent of Clancy and Co., PLLC, Certified Public Accountants
                                     

24.2	Consent of Charles A. Cleveland, Attorney At Law
25.1			Powers of Attorney (contained on Sequential page   of this 
Registration Statement)

Item 9.  Undertakings.

(a) 	Rule 415 Offering. The Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement: 

(A)	To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(B)	To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent 
individually or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement); (C)	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;
Provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not 
apply if the registration statement is on Form S-3 or Form S-8, and the 
information required to be included in a post-effective amendment filed by 
the Company pursuant to Section 13 of Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

(2) 	That, for the purpose of determining any liability under the Securities 
Act of 1933, 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. 
(3) 	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. 

(b)	Filings incorporating subsequent Exchange Act documents by reference. The
 undersigned Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the Company's 
annual report pursuant to Section 13(a) of Section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of any employee 
benefit plan's annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the r
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. 

(c)	Request for Acceleration of Effective Date or Filing of Registration 
Statement on Form S-8. Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 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 th
ification 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 wheth
s 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, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing of Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Lake Park, State of Florida, on the 19 day of  
March, 1999.
                                 DEFINITION, LTD.

                                 By:                                           
                  			 
                                     Charles Kiefner                           
Title: President, Chief Executive Officer, and Secretary
                                 By:                    
                                Elmer J. Jones                                
Title: Vice-President, Treasurer
Date:                   		  
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears 
below constitutes and appoints Charles Kiefner, as his true and lawful 
attorney-in-fact and agent, with full power of substitution, for him and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, therewith, with the Securities and Exchange
 Commission, and to make any and all state securities law or Blue Sky fil
nd agent, full power and authority to do and perform each and every act and 
thing requisite or necessary to be done in about the premises, as fully to 
all intents and purposes as he might or could do in person, hereby ratifying
 the confirming all that said attorney-in-fact and agent, or any substitute 
or substitutes, may lawfully do or cause to be done by virtue hereof. 
Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated: 

Signature			   					Title						Date
                                                		 	President and Director  		
March 19, 1999.
Charles Kiefner

                                                	 			Vice-President, Treasurer,
and	March 19, 1999.
Elmer J. Jones							 Director

                                                	 			Director  				
March 19, 1999.
William B. Turner			

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We consent to the incorporation by reference in the Registration Statement 
on Form S-8 of Definition, Ltd. of our report on examination of the financial
 statements of  Definition, Ltd.'s for the years ended December 31, 1997 and 
1996, dated September 21, 1998, appearing in the Annual Report to 
Stockholders for the year ended December 31, 1997 and incorporated in the 
Company's Annual Report on Form 10-KSB and to the use of our name, and the 
statements with respect to us, as appearing under the heading "Exper 
Clancy & Company, P.L.L.C. 
Certified Public Accountants 

Phoenix, Arizona 
March 19, 1999
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 42896}]
{"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": "333-74843", "film-number": "99570202"}, "business-address": {"street1": "1334 KILLIAN DR", "city": "LAKE PARK", "state": "FL", "zip": "33403", "phone": "5618400556"}, "mail-address": {"street1": "1334 S 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 March 16, 1999.
                                                                
Securities and Exchange Commission
Washington, D.C. 20549
_______________________

FORM S-8
Registration Statement Under The Securities Act of 1993
________________________

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)

AGREEMENTS FOR SERVICES
(Full title of the plan)

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

(561) 844-7701
(Telephone Number, including area code, of agent for service)
Copy to:CHARLES A. CLEVELAND, P.S.Charles A. Cleveland, Esquire1212 North 
Washington, Suite 304Spokane, Washington 99201-2401(509) 326-1029
If any of the  securities  being  registered on this Form are to be offered 
on a delayed or continuous  basis  pursuant to Rule 415 under the  Securities
  Act of 1933, other than securities offered only in connection with dividend
 or interest reinvestment plans, check the following line: X
 Calculation Of Registration Fee 
Proposed  	Proposed 
                                   			maximum   	maximum
                                   			offering price 	aggregate offering
Title of Securities 		Amount to be   	price per      	price  per share		
Amount of
to be registered    		registered     	share [1] price [1]   price[1]
   			registration fee

Common Stock,
$0.001 par value     	950,000 shares 	$1.20[1]   	$950,000       		$ 264.01[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              				Statement and Cover Page
 of     
     	of Prospectus                             					Prospectus

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

3.  	 Summary Information, Risk                 				Not Applicable
     	Factors 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 
Shareholders

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

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

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

PROSPECTUSDEFINITION, LTD.950,000 Shares of Common Stock($0.001 par value per
 share)                                       Issued and to be Issued 
Pursuant to Agreements for Services
                                
This Prospectus is part of a Registration Statement which registers 950,000
 shares of Common Stock, $0.001 par value per shares (the "Common Stock"), 
of Definition, Ltd., a Nevada corporation (the "Company"), which are issued,
 as described herein, to: (1) Orville Baldridge ("Baldridge"), Consultant to
 the Company, pursuant to a Consulting Agreement under which the Company will
 issue 931,000 shares of Common Stock to Baldridge (the "Baldridge 
Securities"); (2) Lana R. Dieringer, Attorney At Law, ("Dieringer"
, pursuant to an agreement as to unpaid legal services, under which the 
Company will issue 5,000 shares of Common Stock to Dieringer (the "Dieringer
 Securities"); (3) Neil M. Leibman, ("Leibman"), legal counsel and consultant
 to the Company, under which the Company will issue 5,000 shares of Common 
Stock to Liebman (the "Liebman Securities"); and (4) Charles A. Cleveland, 
P.S., Attorney At Law, ("Cleveland"), legal counsel to the Company, pursuant
 to an Engagement Agreement under which the Company will issu
to Cleveland (the "Cleveland Securities"). Baldridge Dieringer, Liebman, and 
Cleveland are selling shareholders under this Prospectus and are collectively
 referred to herein as the "Selling Shareholders".  

All of the Baldridge Securities were issued to Orville Baldridge pursuant to
 a written compensation contract which provides for the issuance of the 
Baldridge Securities. All of the Dieringer and Liebman Securities will be 
issued as repayment of indebtedness for certain legal and consulting services
 previously rendered. All of the Cleveland Securities will be issued in 
return for legal services in connection with this Registration Statement. 
 None of the securities are or will be issued pursuant to any progr
ministered by either the Board of Directors of the Company or any committee
 of the Board of Directors organized for that purpose.

The Company has been advised by the Selling Shareholders that they may sell 
all or a portion of their 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 price 
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 Dieringer Securities under the 
terms of the aforementioned Consulting and Legal Services Agreement shall, 
under any circumstance, create any implication that there has been 
 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 REPRESENTATION 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  March  19, 1999.

AVAILABLE INFORMATION
                                
The Company (File No. 0-20598) 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, proxy and 
information statements filed pursuant to the Exchange Act and other 
information filed with the Commission can be inspected and copied at the 
public reference facilities maintained by the Commission. Copies of such 
t prescribed rates from the Public Reference Section of the Commission at 
its principal office at 450 Fifth Street, N.W., Judiciary Plaza, Washington, 
D.C. 20549, and at the following Regional Offices of the Commission: Chicago 
Regional Office, Kluczynski Federal Building, 230 South Dearborn Street, 
Chicago, Illinois 60604; and New York Regional Office, 75 Park Place, 14th 
Floor, New York, New York 10007. The Commission maintains a Web site that 
contains reports, proxy and information statements and other i
s that file electronically with the Commission at the following address: 
(http://www.sec.gov). In addition, the reports of, proxy and information 
statements filed pursuant to  the Exchange Act by, and other information 
concerning, the Company, whose securities are included in the Over-the-
Counter Bulletin Board ("OTCBB"), can be inspected at the offices f the 
National Association of Securities Dealers, Inc., 1735 R Street, N.W., 
Washington, D.C. 20006.

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 950,000 shares of the Company's Common 
Stock, issued to consultants and attorneys for the Company pursuant to 
agreements for services.  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.  Refere
 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 Statements, with exhibits,
 may be obtained from the Commission's office located in Washington, D.C. 
(at the 
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:

The Company's latest Annual Report on Form 10-KSB for the year ended December
31, 1997. 
The Company's Quarterly Report on Form 10-QSB for the period ended 
March 31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1998.
The Company's Quarterly Report on Form 10-QSB for the period ended  September 
30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1997
The Company's Quarterly Report on Form 10-QSB for the period ended September 30,
 1997.
The Company's Annual Report on Form 10-KSB for the year ended  December 31, 
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1997.
The Company's Quarterly Report on Form 10-QSB for the period ended  June 30, 
1996;
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  September 
30, 1996. 
The Company's Amended Annual Report on Form 10KSB for the year ended December 
31, 1996; and 
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.

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 fo
o 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, modified 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;

No dealer, salesman, or any other person has been authorized to give any 
information or to make any representation not contained in this Prospectus, 
and, if given or made, such information and representation must not be relied
 upon as having been authorized by Definition, Ltd..  This Prospectus does 
not constitute an offer to sell or a solicitation of an offer to buy any of 
the securities offered hereby in any state to any person to whom it is 
unlawful to make such offer in such state.  Neither the delivery
es made hereunder shall, under any circumstances, create any implication that
 there has been no change in the affairs of  Definition, Ltd. since the date 
hereof

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 utili
op 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. 

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 copyrig

ewsreels, music books and educational footage. The Company 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.

The Company is seeking to develop customers and sales utilizing the 
"Internet".  It is operating under a letter of intent with World Wide 
Marketing, a Europe-based firm ("WWM"), in a business venture involving the 
important 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 
expecte
es and sales involving both large and small vendors and craftsmen located 
primarily in the Verona, Italy, area.

AGREEMENTS FOR SERVICES
AND ISSUANCE OF COMMON STOCK
                                
General

On March 9, 1999, the Company entered into a Consulting Agreement with 
Orville Baldridge ("Baldridge"), (individually a Selling Shareholder).  The 
Company will issue 931,000 shares of Company Common Stock pursuant to such 
Consulting Agreement. Under the terms of the Consulting Agreement, Baldridge
 has agreed to provide consulting services with respect to identification of
 merger and acquisition candidates as well as to assist in the proper 
structure of any such acquisition opportunities for the Company.

During 1998 the Company used the legal services of Lana R. Dieringer  to 
assist the Company in certain litigation involving the Company.  Because the 
Company has limited income and cash flow for fiscal year 1998,  it was not 
able to pay for the services rendered by Ms. Dieringer. As of the date of 
filing this Registration Statement, the Company was indebted to Dieringer in 
the total  amount of  $6,285.  The Company has obligated  itself to pay that 
 indebtedness by the issuance of shares of its Common  Stoc
s  agreed to accept 5,000  shares  of  the  Company's  Common  Stock  in  
satisfaction  of  this indebtedness for services previously rendered. The 
Company will issue 5,000 shares of Common Stock of the Company pursuant to
 such agreement.

On March 9, 1999, the Company issued 5,000 shares of Company Common Stock to 
Neil Leibman, as compensation to Mr. Leibman for providing consulting and 
legal services to the Company. As of the date of filing this Registration 
Statement, the Company was indebted to Leibman in the total  amount of  
$5,975. The Company has obligated  itself to  compensate for such consulting
 and legal services by the issuance of shares of its Common  Stock  and 
Leibman has  agreed to accept 5,000  shares  of  the  Company's  Co
tisfaction  of  this indebtedness for services previously rendered. 

On March 16, 1999, the Company is expected to issue 9,000 shares of Company
 Common Stock to Charles A. Cleveland, P.S., attorneys at law, in return for 
the performance of certain legal services related to this Registration 
Statement.

This Prospectus relates to the 950,000 shares issued to Baldridge, Dieringer,
 Leibman, and Cleveland. 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 Baldridge,  Dieringer,  Liebman, and Cleveland Securities
 will result in the recognition of taxable income to the Selling Shareholders
  Correspondingly, the Company will be entitled to a deduction equal to the 
amount of ordinary income charged to the Selling Shareholders, namely, 
approximately $950,000.

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 SHAREHOLDERS
                                
The following table sets forth the names of the Selling Shareholders, the 
amount of shares of Common Stock held, directly or indirectly, the amount of 
Common Stock to be owned by the Selling Shareholders following sale of such 
shares of Common Stock and the percentage of shares of Common Stock to be 
owned by the Selling Shareholders following completion of such offering 
(based on 10.535,373 shares of Common Stock of the Company outstanding as of 
the date of this Prospectus).

                         		Number of               			Shares to      	Percentage

Name of                  	Shares    		Shares to     	Be Owned       	To Be Owned

Selling Shareholders      	Owned     		Be Offered    	After Offering 	After Offe

ring 

Orville Baldridge		Unknown	              931,000	  	    931,000                
       
100%
Charles A. Cleveland	-0-    			    9,000			-0-		-0-
Neil Leibman		Unknown		    5,000			-0-		-0-
Lana R. Dieringer        	Unknown	    	    5,000		             - 0 -         	 
           
 - 0 -

DESCRIPTION OF SECURITIES
                                
Common Stock

The Company is authorized to issue up to 100,000,000 shares of Common Stock, 
$0.001 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 ele
he 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 by 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 Corporate
 Stock Transfer, 370 17th Street Suite 2350, Denver, Colorado 80202.

INDEMNIFICATION

Nevada law provides that Nevada corporations may include within their 
articles of incorporation provisions eliminating or limiting the personal 
liability of their directors and officers in shareholder actions brought to 
obtain damages 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 t
corporation 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 
e 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 Nevada Revised Statures, 78.300.  In addition, Nevada Revised 
Statutes, 78.751 and Article VII of the Bylaws of the Company, u
vided 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 of 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
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
by the Indemnitee in connection with any Proceeding.  The rights to 
indemnification specifically include the right to reimbursement 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

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) o
ment of a letter of credit, guaranty or surety.

The Company and Interactive Systems, Inc., the Company's wholly-owned 
subsidiary (ISI), have entered 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
y 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 
 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 Charles A. Cleveland, P.S., Spokane, Washington.

EXPERTS 
                                
The consolidated financial statements and financial statement schedules of 
the Company included in the Company's Annual Report and Amended Annual Report
on Form 10-KSB and 10-KSB/A for the year ended December 31, 1997, 
incorporated by reference in this Prospectus, have been incorporated herein 
in reliance on the report of Clancy & Co., PLLC, 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 (k) 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 Stateme 
the date of filing of such documents.

(a)  	The Company's latest Annual Report on Form 10-KSB for the year ended 
December 31, 1997. 
(b)  	The Company's Quarterly Report on Form 10-QSB for the period ended  March 
31, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1998.
(d)  	The Company's Quarterly Report on Form 10-QSB for the period ended  
September 30, 1998.
The Company's Quarterly Report on Form 10-QSB for the period ended June 30, 
1997
The Company's Quarterly Report on Form 10-QSB for the period ended September 30,
 1997.
(f)  	The Company's Annual Report on Form 10-KSB for the year ended  December 
31, 1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1997.
The Company's Quarterly Report on Form 10-QSB for the period ended  June 30, 
1996;
The Company's Quarterly Report on Form 10-QSB for the period ended  March 31, 
1996.
The Company's Quarterly Report on Form 10-QSB for the period ended  September 
30, 1996. 
(j)  	The Company's Amended Annual Report on Form 10KSB for the year ended 
December 31, 1996; and 
(k)	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, 
$0.001 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 ele
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 
conversation rights.  In the event of liquidation of the Company, the shares
 of Common Stock will be entitles 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 Shareholders are: (1) consultants to the Company; (2) legal 
counsel to the Company. Such Selling Shareholders will be receiving  an 
interest in the Registrant. The  931,000 shares of Common Stock to be issued 
to Orville Baldridge constitutes a significant interest, as that term is 
defined under Item 509 of Regulation S-K, since the fair market value of the 
securities to be received may exceed $1,117,200 (assuming a fair market value
 of $1.20 per share and issuance of 931,999 shares).

Item 6.  Indemnification from 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 consultants who received shares of Common Stock of the 
Company are knowledgeable, sophisticated and had access to comprehensive 
information relevant to the company, the transactions were undertaken in 
reliance on the exemption from registration provided by Section 4(2) of the 
Act.  As a condition precedent to such grants, the consultants are 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
t to an effective Registration Statement.

Item 8.	Exhibits

The following are filed as exhibits to this Registration Statement:
Sequentially
Numbered
Exhibit No.                   	Description                        		   Page
4.1	Instruments defining the rights of security holders including indentures
4.2			Amended and Restated Articles of Incorporation, dated January 13, 1995,
of  the Company.  Incorporated by reference to the                     		
Company's Annual Report on Form 10-KSB for the
Fiscal year ended December 31, 1996.

4.3 	By-laws of the Company, dated January 13, 1995.  Incorporated by 
reference
         to the Company's Annual Report on Form 10-K, for the fiscal year 
ended December 31, 1996.
5            			Opinion of Charles A. Cleveland, re: Legality
          10.1	Consulting Agreement, dated as  of  March 9, 1999, 
between Registrant and  Orville Baldridge

24.1  	Consent of Clancy and Co., PLLC, Certified Public Accountants
                                     

24.2	Consent of Charles A. Cleveland, Attorney At Law
25.1			Powers of Attorney (contained on Sequential page   of this 
Registration Statement)

Item 9.  Undertakings.

(a) 	Rule 415 Offering. The Registrant hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a 
post-effective amendment to this registration statement: 

(A)	To include any prospectus required by Section 10(a)(3) of the 
Securities Act of 1933;

(B)	To reflect in the prospectus any facts or events arising after the 
effective date of the registration statement (or the most recent 
individually or in the aggregate, represent a fundamental change in the 
information set forth in the registration statement); (C)	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;
Provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not 
apply if the registration statement is on Form S-3 or Form S-8, and the 
information required to be included in a post-effective amendment filed by 
the Company pursuant to Section 13 of Section 15(d) of the Securities 
Exchange Act of 1934 that are incorporated by reference in the registration 
statement.

(2) 	That, for the purpose of determining any liability under the Securities 
Act of 1933, 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. 
(3) 	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. 

(b)	Filings incorporating subsequent Exchange Act documents by reference. The
 undersigned Company hereby undertakes that, for purposes of determining any 
liability under the Securities Act of 1933, each filing of the Company's 
annual report pursuant to Section 13(a) of Section 15(d) of the Securities 
Exchange Act of 1934 (and, where applicable, each filing of any employee 
benefit plan's annual report pursuant to Section 15(d) of the Securities 
Exchange Act of 1934) that is incorporated by reference in the r
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. 

(c)	Request for Acceleration of Effective Date or Filing of Registration 
Statement on Form S-8. Insofar as indemnification for liabilities arising 
under the Securities Act of 1933 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 th
ification 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 wheth
s 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, the Registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing of Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the City of Lake Park, State of Florida, on the 19 day of  
March, 1999.
                                 DEFINITION, LTD.

                                 By:                                           
                  			 
                                     Charles Kiefner                           
Title: President, Chief Executive Officer, and Secretary
                                 By:                    
                                Elmer J. Jones                                
Title: Vice-President, Treasurer
Date:                   		  
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears 
below constitutes and appoints Charles Kiefner, as his true and lawful 
attorney-in-fact and agent, with full power of substitution, for him and in 
his name, place and stead, in any and all capacities, to sign any and all 
amendments (including post-effective amendments) to this Registration 
Statement, and to file the same, therewith, with the Securities and Exchange
 Commission, and to make any and all state securities law or Blue Sky fil
nd agent, full power and authority to do and perform each and every act and 
thing requisite or necessary to be done in about the premises, as fully to 
all intents and purposes as he might or could do in person, hereby ratifying
 the confirming all that said attorney-in-fact and agent, or any substitute 
or substitutes, may lawfully do or cause to be done by virtue hereof. 
Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement has been signed by the following persons in the 
capacities and on the dates indicated: 

Signature			   					Title						Date
                                                		 	President and Director  		
March 19, 1999.
Charles Kiefner

                                                	 			Vice-President, Treasurer,
and	March 19, 1999.
Elmer J. Jones							 Director

                                                	 			Director  				
March 19, 1999.
William B. Turner			

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the Registration Statement 
on Form S-8 of Definition, Ltd. of our report on examination of the financial
 statements of  Definition, Ltd.'s for the years ended December 31, 1997 and 
1996, dated September 21, 1998, appearing in the Annual Report to 
Stockholders for the year ended December 31, 1997 and incorporated in the 
Company's Annual Report on Form 10-KSB and to the use of our name, and the 
statements with respect to us, as appearing under the heading "Exper 
Clancy & Company, P.L.L.C. 
Certified Public Accountants 

Phoenix, Arizona 
March 19, 1999