UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE SIX MONTH PERIOD			 		COMMISSION FILE ENDED JUNE 30, 1997					 	NUMBER 033-26427 TELECOMMUNICATIONS GROWTH & INCOME FUND L.P. (Name of small business issuer in its charter) Virginia						 		54-1482898 (State of other jurisdiction of 		 		(I.R.S. Employer incorporation or organization) 			Identification Number) 1525 Wilson Boulevard, Arlington, VA 				 	22209 (Address of principal executive offices)		 		(Zip Code) (703) 247-2900 (Issuer's telephone number) Securities registered pursuant to Section 12(b) of the Exchange Act: None (Title of class) Securities registered pursuant to Section 12(g) of the Act: Name of each exchange		 		Title of each class on which registered 			Limited Partnership Interest 	None Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past ninety days.Yes x No___ Page 1 of 14 TELECOMMUNICATIONS GROWTH & INCOME FUND L.P. FORM 10-QSB For the Six Month Period Ended June 30, 1997 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION 										Page Item 1. Financial Statements						 7 Item 2. Management's Discussion and Analysis or Plan of Operation					 12 PART II - OTHER INFORMATION						 13 Signatures								 	14 Part I - Financial Information Item 1. Financial Statements Telecommunications Growth & Income Fund L.P. CONSOLIDATED FINANCIAL STATEMENTS INDEX CONSOLIDATED BALANCE SHEETS June 30, 1997 (Unaudited) and December 31, 1996 (Audited)	 4-5 CONSOLIDATED STATEMENTS OF OPERATIONS Three months ended June 30, 1997 and 1996 (Unaudited)		 6 Six months ended June 30, 1997 and 1996 (Unaudited)			 6 CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) For the year ended December 31, 1996 (Audited) and for the six months ended June 30, 1997 (Unaudited)			 7 CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, 1997 and 1996 (Unaudited) 8-9 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	 		 10-11 TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P. CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 AND DECEMBER 31, 1996 ASSETS 	 				 	 June 30, 1997	 Dec. 31,1996 							 (Unaudited) (Audited) CASH AND CASH EQUIVALENTS	 		$ 124,586	$ 135,527 RECEIVABLES: 	Rent	 						8,874	 	10,336 	Affiliates					 	1,844		 1,844 	Other	 					 20,087	 	22,755 			 			 30,805	 	34,935 	 Total current assets	 		 155,391	 170,462 LAND						 	 74,624	 	74,624 BUILDINGS, net of accumulated depreciation of $104,371 and $97,802 	 162,274	 168,943 COMMUNICATIONS TOWERS, net of accumulated depreciation of $488,992 and $452,284 	 860,923	 897,630 INTANGIBLE ASSETS, net of accumulated amortization of $863,334 and $858,334	 121,666	 126,666 							 1,219,487	 1,267,863 	 OTHER ASSETS: Note receivable				 	 1,500,000 1,700,000 Additional consideration receivable	 446,594	 429,140 Other assets	 				5,448	 	11,809 							 1,952,042	 2,140,949 	Total Assets				 $3,326,920	 $3,579,274	 The accompanying notes are an integral part of these consolidated financial statements. TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P. CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 1997 AND DECEMBER 31, 1996 LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) 				 June 30, 1997 Dec. 31, 1996 				 		 (Unaudited) (Audited) CURRENT LIABILITIES: 	Accrued liabilities	 	$ 11,368	 $ 73,552	 Accounts payable-affiliates		 7,265	 	 7,154 	Deferred income	 			4,889		 14,362 	Security deposits	 			8,625	 8,625 	 Total current liabilities	 32,147 		103,693 MINORITY INTEREST IN TOWER VENTURES LIMITED PARTNERSHIP	 	 11,115		 10,969 MINORITY INTEREST IN UNITED MOBILE NETWORKS L.P.	 		 10,962		 10,257 PARTNERS' CAPITAL (DEFICIT): General Partner				 (29,856)	 (28,034) Investor Limited Partners		 3,302,552	 3,482,389 						 3,272,696	 3,454,355 Total Liabilities and Partners' 	 Capital (Deficit)		 $3,326,920	 $3,579,274 The accompanying notes are an integral part of these consolidated financial statements. TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED) 			 	 Three Months Ended	 Six Months Ended 		 June 30,	 June 30, 		 		 1997	 1996	 1997	 	1996 REVENUES: Rental income		 $179,262	$ 157,651	$ 349,214	 $ 316,675 COSTS AND EXPENSES: Operating, general and administrative	 36,935	 37,102	 77,008	 73,745 Management fees - affiliates		 9,892	 9,213	 19,520	 18,517 - others			 18,165	 17,521	 35,316	 34,473 Depreciation and amortization	 	 24,189	 21,846	 48,377	 70,634 		 		 89,181	 85,682	 180,221	 197,369 OPERATING INCOME	 	 90,081	 71,969	 168,993	 119,306 OTHER INCOME (EXPENSES): Interest income		 40,202	 43,404	 82,814	 86,372 Interest expense	 - 	 - 	 - 	 (1,274) 		 		 40,202	 43,404	 82,814	 85,098 INCOME BEFORE ALLOCATION TO MINORITY INTERESTS	 130,283	 115,373	 251,807	 204,404 MINORITY INTEREST IN TOWER VENTURES LIMITED PARTNERSHIP (1,196)	 (1,011)	 (2,306)	 (1,742) MINORITY INTEREST IN UNITED MOBILE NETWORKS L.P.	 (345)	 (357)	 (706)	 (733) NET INCOME		 	$128,742	 114,005	 $248,795	 $201,929 ALLOCATION OF NET INCOME: General Partner		 $1,287	 $1,140	 $2,488	 $2,019 Investor Limited Partners		 $127,455	 $112,865 	$246,307	 $199,910 Net income per Investor Limited Partner Unit $23.89 $21.16 $46.18 $37.48 The accompanying notes are an integral part of these consolidated financial statements. TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P. CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 1996 (AUDITED) AND FOR THE SIX MONTHS ENDED JUNE 30, 1997 (UNAUDITED) 						 Investor 				 General	 Limited 				 Partner Partners Total BALANCE, January 1, 1996		 	$(28,218)	$3,464,052	$3,435,834 Distributions	 	 (4,312)	 (426,720) (431,032) Net Income	 		 4,496	 445,057	 449,553 BALANCE, December 31, 1996	 		 (28,034)	 3,482,389	 3,454,355 Distributions	 	 (4,310)	 (426,144)	 (430,454) Net Income	 	 2,488	 246,307	 248,795 BALANCE, June 30, 1997		 	$(29,856)	$3,302,552	$3,272,696 The accompanying notes are an integral part of these consolidated financial statements. TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED) 	Six Months Ended June 30,			 1997 1996 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income						 $ 248,795	$ 201,929 Adjustments to reconcile income to net cash provided by operating activities: Depreciation and amortization			 48,377	 70,634 Imputed interest on additional consideration receivable					 (17,454)	 (16,117) 	Changes in assets and liabilities: 		Decrease in receivables	 		 4,129	 9,385 		Decrease in accrued liabilities	 (62,184)	 (9,245) 		Decrease in deferred revenue		 (9,473)	 (3,894) 		Increase (decrease) in security deposits	 - 	 (1,000) 		Increase in minority interests	 	851	 1,165 		Increase (decrease) in accounts payable-affiliates			 	111		 (6) 		Decrease in deposits, prepaid 		 Expenses and other assets	 	 6,361	 10,026 Net cash provided by operating activities	 219,513	 262,877 CASH FLOWS FROM FINANCING ACTIVITIES: Collection of Note Receivable			 200,000		 - Distributions						 (430,454)	 (215,516) Repayment of borrowings	 			 - (76,523) Net cash used in financing activities	 (230,454) (292,039) DECREASE IN CASH AND CASH EQUIVALENTS		 (10,941)	 (29,162) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	 135,527	 175,561 CASH AND CASH EQUIVALENTS, END OF PERIOD	 	 $ 124,586	$ 146,399 The accompanying notes are an integral part of these consolidated financial statements. TELECOMMUNICATIONS GROWTH AND INCOME FUND L.P. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 (UNAUDITED) Six Months Ended June 30, 							 	 1997 1996 Supplementary information: 	Cash paid during the period for interest	 $ - 	$ 878 The following non-cash activities 	resulted from the sale of 	of UMN L.P. assets: 				 	Imputed interest receivable	 	 	$ 17,454	 $ 16,117 The accompanying notes are an integral part of these consolidated financial statements. TELECOMMUNICATIONS GROWTH & INCOME FUND L.P. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared on the accrual basis of accounting and include the accounts of the Partnership and its 99% owned subsidiary, Tower Ventures Limited Partnership, a Pennsylvania limited partnership ("Tower Ventures"), on a consolidated basis. The remaining 1% limited partnership interest in Tower Ventures is held by DCOA and Malarkey-Taylor in trust for the Partnership until the property is sold. On November 9, 1990, the Partnership purchased a 29.5% limited partnership interest in United Mobile Networks L.P. ("UMN L.P."), a Delaware limited partnership. On June 29, 1992, the Partnership's limited partnership interest increased to a 99% limited partnership interest, pursuant to the Third Amendment to the Limited Partnership Agreement of UMN L.P. As a result of the provisions of UMN L.P.'s partnership agreement, the Partnership was deemed to control UMN L.P. as of November 9, 1990 (date of purchase. Accordingly, the accompanying consolidated financial statements include the accounts of UMN L.P. since November 9, 1990 on a consolidated basis. 	All intercompany transactions have been eliminated in consolidation. 	Cash Equivalents 	For purposes of the statement of cash flows, the Partnership considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. Cash equivalents include an investment in a mutual fund investing in short-term U.S. Treasury obligations of $64,796 and $88,601 at June 30, 1997 and December 31, 1996, respectively. 	Income Taxes 	No provision has been made for Federal and state income taxes since the Partnership's profits and losses are reported by the individual partners on their respective income tax returns. 	Deferred Income 	Deferred income represents prepayments of rent by certain tenants of the communications tower owned by Tower Ventures that are recognized as revenue in subsequent months. 	Minority Interest in Tower Ventures Limited Partnership 	Minority interest in Tower Ventures Limited Partnership, as shown on the balance sheet, reflects the remaining capital account balances attributable to the 1% interest in Tower Ventures owned by DCOA and Malarkey-Taylor Associates, Inc. 	For the six months ended June 30, 1997 and 1996, Tower Ventures reported net income of $230,593 and $174,239, respectively. The minority interest's 1% share in this net income is $2,306 and $1,742, respectively, and is reflected on the balance sheet as Minority Interest in Tower Ventures. 	Minority Interest in United Mobile Networks L.P. 	Minority interest in United Mobile Networks L.P. ("UMN L.P."), as shown on the balance sheets, reflects the capital account balances attributed to the 1% interest in UMN L.P. in consolidation and represents the portion of UMN L.P. not owned by the Partnership. 	For the six months ended June 30, 1997 and 1996, UMN L.P. reported net income of $70,585 and $73,321, respectively. The minority interest's 1% share in this net income is $706 and $733, respectively, and is reflected on the balance sheet as Minority Interest in UMN L.P. 	Depreciation and Amortization 	Buildings and the communications tower are stated at cost and depreciated over estimated useful lives of 20 years using the straight-line method. Costs assigned to intangible assets are being amortized using the straight-line method over the remaining estimated useful lives of from 4 months to 20 years (see Note 4). Loan fees are amortized on a straight-line basis over the term of the loan and were fully amortized as of March 31, 1996. 	Income per Investor Limited Partner Unit 	Income per Investor Limited Partner Unit is calculated by dividing the allocation of income (loss) to Investor Limited Partners by the weighted average number of units outstanding during the six months ended June 30, 1997 and 1996 of 5,334 units. 2. RELATED PARTY TRANSACTIONS 	The General Partner is entitled to a management fee of 5% of the gross revenues, not including proceeds from the sale, exchange or other disposition of the businesses. Management fees for the six months ended June 30, 1996 and 1996 were $19,520 and $18,517, respectively. 	 Item 2.	Management's Discussion and Analysis or Plan of Operation Results of Operations	 For the six months ended June 30, 1997, Partnership operations consisted of operating the communications tower owned by Tower Ventures. 	Rental revenues from the communications tower (Tower Ventures) increased $32,539 and costs and expenses decreased $17,148 for the six months ended June 30, 1996 and 1997, respectively. For the six months ended June 30, 1997, rental revenue of $349,214 was earned from 31 tenant leases. 	 Operating, general and administrative expense consisted of operating costs of Tower Ventures and UMN L.P. in the amount of $40,928 and $2,203, respectively, for the six months ended June 30, 1997. The remaining $33,877 represents legal and accounting fees of $24,090 and other administrative costs of $9,787. Management fees during this six month period consisted of fees incurred by Tower Ventures and UMN L.P. of $29,316 and $6,000, respectively, and management fees of $19,520 to Telecommunications Growth and Income Fund Management Limited Partnership, the general partner. 	Operating income increased by $49,687 from $119,306 to $168,993 for the six months ended June 30, 1996 and 1997, respectively. Depreciation and amortization decreased $22,257, and operating, general and administrative expense increased $3,263. Management fees increased $1,846. 	Interest expense decreased $1,274, from $1,274 to $0 for the six months ended June 30, 1996 and 1997, respectively, as a result of the repayment of the Tower Ventures debt on March 18, 1996. Interest income represents income of $61,333 on the note receivable and $17,454 imputed interest income on the additional consideration receivable from the sale of the SMR business and $4,027 from cash investments. 	For the six months ended June 30, 1997, the Partnership had positive cash flow from operations of $219,513. During the six months ended June 30, 1997, the Partnership made distributions to investor limited partners in the amount of 8% of contributed capital. These distributions were funded from operating cash flow without considering amortization and depreciation and from a principal payment of $200,000 from the note receivable from the sale of the SMR businesses. Future distributions will be determined by management based on operating performance and available positive cash flow. Financial Condition	 On November 9, 1993, Tower Ventures entered into a $1,000,000 line of credit/ term agreement (the "Loan") with a commercial bank to finance repayment of advances from the Partnership, to pay certain fees and costs of obtaining the Loan in the amount of $33,500, and to provide financing for future capital expenditures. The loan was a line of credit which converted to a term loan at the end of the first year and was scheduled to mature on October 8, 1998. On March 18, 1996, Tower Ventures repaid the balance of the Loan from working capital. 	At the time of acquisition, the Communications Tower had twelve tenants with leases generating $34,208 per month. As of June 30, 1997, there were 31 tenant leases in effect with a current rent roll of $56,634 per month. Each lease has a cost of living adjustment resulting in annual increases ranging from 3% to 10%. Management continues to seek to acquire additional tenants for the Communications Tower and operating expenses are generally fixed and relatively low. Operating cash flow margins were 88% an tively, and are expected to range from 85% to 90% in the future. Operating cash flow is determined by subtracting operating expenses, excluding management fees, depreciation and amortization, from rental revenues.	The Partnership had current assets in excess of current liabilities of approximately $123,244 and $66,769 at June 30, 1997 and December 31, 1996, respectively. The Partnership expects to generate positive cash flows for 1997. The sale of UMN L.P. assets is expected to generate additional cash over the next five years of a minimum of $1,500,000. As a result, future cash flows are expected to be more than sufficient to cover the Partnership's cash flow needs. Part II - Other Information None. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.	 TELECOMMUNICATIONS GROWTH & INCOME FUND L.P. BY: TELECOMMUNICATIONS GROWTH 	 					& INCOME FUND MANAGEMENT 	 					 LIMITED PARTNERSHIP 	 					 General Partner 						BY: TELECOMMUNICATIONS GROWTH 	 			 		& INCOME FUND, INC. 	 					 General Partner DATE: August 14, 1997		 	BY: /s/ Randall N. Smith Randall N. Smith, President 	 				 	Chief Executive Officer and 	 	 				Director 	 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on the dates indicated. DATE: August 14, 1997			 BY: /s/ Randall N. Smith 		 				 Randall N. Smith, President, 		 				 Chief Executive Officer and 		 				 Director DATE: August 14, 1997			 BY: /s/ B. Eric Sivertsen 		 				 B. Eric Sivertsen, Vice- President, Secretary, Director and Chief Financial and Accounting Officer