Definition, Ltd. Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549

Form 8-K

                             CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 15, 1997					  

Commission file number 0-20598

DEFINITION, LTD. 
                      (Name of Small Business Issuer in its Charter)
                                                                      

      NEVADA                                         75-2293489
    (State of other jurisdiction of                  ( I-R-S. Employer
    incorporation or organization)                Identification Number)

1334 South Killian Drive, Unite 4, Lake Park, Florida 33403
(Address of Principal Executive office, including zip code)
                                                  
	                                (561) 844-7701
(Issuer's telephone number, including area code)



















Item No. 1. Changes in Control of

No events to report.


Item No. 2. Acquisition or Disposition of Assets.

No events to report.


Item No. 3. Bankruptcy or Receivership.

No events to report.


Item No. 4.  Changes in Registrant's Certifying Accountant.

Pursuant to Item 304 of Regulation S-K, the Company makes the following 
representations:

Item 204(a)(1)

(i)    On December 10, 1997, Smith, Dance, and Company's contract as auditor
 of the Company was                 terminated by mutual agreement;

(ii)   On December 15, 1997, the Company reached an agreement with
Clancy and Co., P.L.L.C. whereby Clancy and Co., P.L.L.C. was engaged to 
act as the Company's auditors commencing with the Company's audit for the
 year ending December 31, 1997 and 1996;

(iii)  The principal accountant's report on the Company's financial 
statements for either of the past two (2) years has not contained either an 
adverse opinion or a disclaimer of opinion, nor was qualified or modified
as to uncertainty, audit scope, or accounting principles;

(iv)  The change in accountants was approved by the Board of Directors and
the Shareholders of the Company;

(v)   During the registrant's two most recent  fiscal years and subsequent
interim period up to the date of  the change of accountants, there were no
disagreements with the former accountant on any matter of accounting 
principle or practices, financial statement disclosure, or auditing
scope of procedure. (See Exhibit "I" - Former Accountant Letter).

Item 304(a)(2)

On December 15, 1997, Company reached its agreement with Clancy and Co., 
P.L.L.C. Prior to the engagement agreement date the Company had not
received any auditing, accounting or financial opinions.

Item No. 5.   Other Events

No events to report.



Item No. 6.    Resignation of Registrant's Directors,

No events to report.


Item No. 7.  Financial Statements.  Pro forma Financial Information and 
Exhibits,

Exhibit 1 - Former Accountant's Letter.
Exhibit 2 - Clancy and Co., P.L.L.C. Engagement Letter

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunto duly authorized, Definition, Ltd.

	By:       /s/ Charles Kiefner                        Dated: March 6, 1998
		Charles Kiefner, President