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): January 19, 1999

Telecommunications Growth & Income Fund L.P.
(Exact name of registrant as specified in charter)


             Virginia	033-26427			59-1482898	
(State or other jurisdiction              (Commission	(IRS Employer
      of incorporation)	File Number)	Identification No.)

1525 Wilson Boulevard, Arlington, VA	22209
(Address of principal executive offices)	(Zip Code)


Registrant's telephone number, including area code: 703-247-290

Item 2.  Acquisition or Disposition of Assets.

	(b) The Asset Purchase Agreement.


	On January 19, 1999, Tower Ventures Limited Partnership (Tower Ventures 
or the Seller) entered into an asset purchase agreement to sell to Pinnacle 
Towers Inc., a Delaware corporation (Purchaser), all of the tangible and 
intangible assets used or held for use in connection with Tower Ventures' 
tower business (the Tower Business) located in Montgomery County,
Pennsylvania.  Pinnacle Towers Inc. is an unaffiliated third party.  The 
Tower Business includes a radio tower, associated buildings and equipment.
Closing was completed January 19, 1999 (the Closing Date).

	Telecommunications Growth & Income Fund L.P. (TGIF L.P. or the 
Partnership) owns a 99% general partnership interest in and controls Tower 
Ventures.

	Total consideration under the asset purchase agreement was $8,531,000 
(Purchase Price), which was paid by $7,906,000 in cash to Tower Ventures and 
$625,000 in cash to be held in escrow until distributed in accordance with the 
terms of an Escrow Agreement (the Escrow Agreement).  On January 19, 1999, 
Tower Ventures received cash at closing in the amount of $7,797,217, which was 
the Purchase Price of $8,531,000, net of closing costs of $86,395, the Escrow 
Deposit of $625,000, adjustments for the seller's pro rata share of 1999 
prepaid taxes of $1,582, and the buyer's pro rata share of January lease 
receipts of $23,970.  Additional closing costs of $266,229 were paid after 
closing for legal fees and sales commissions.  A balance of $28,100 in 
additional sales commissions is due upon collection of the Escrow Deposit.

During the period between the Closing Date and May 17, 1999, the 
Purchaser has the right to perform due diligence inspections of the Real 
Property and the Tower Business, to determine whether any latent defects exist 
in the structural integrity of the tower based on its use as of the Closing 
Date, and the validity of the Seller's representations in the Purchase 
Agreement.  Purchaser may provide Seller and the Escrow Agent with written 
notification, no later than May 17, 1999, of any adjustments, up to a maximum 
of $625,000, to the Purchase Price resulting from the inspection that 
materially adversely affect the Real Property or the Tower Business.  If 
Purchaser fails to provide Seller and the Escrow Agent with any such notice by 
May 17, 1999, then Purchaser shall be deemed to have waived any right to adjust 
the Final Payment, and the Escrow Agent shall release the entire Escrow Deposit 
and all interest thereon to Seller


Item 7.  Financial Statements and Exhibits

	(b) Pro Forma Financial Information

	The following Unaudited Pro Forma Condensed Consolidated Balance Sheet 
presents the financial position of the Partnership assuming the sale of the 
assets of Tower Ventures had occurred on December 31, 1998.  The following 
Unaudited Pro Forma Condensed Consolidated Statement of Operations reflects the 
results of operations for the 12 months ended December 31, 1998 as if the sale 
had been completed on January 1, 1998.  Such pro forma information is based 
upon the historical consolidated financial statements of the Partnership and 
the expected results of a transaction based on an Asset Purchase Agreement for 
the sale of the tangible and intangible assets used or held for use in 
connection with the operations of Tower Ventures.

	The Unaudited Pro Forma Condensed Consolidated Balance Sheet includes 
adjustments related to the sale of the assets of Tower Ventures.  The 
adjustments include elimination of the assets of Tower Ventures and the 
addition of proceeds in the form of cash and the Escrow Deposit resulting from 
the sale.  The net book value of the assets sold was approximately $1,123,799 
at December 31, 1998.

	Revenues and operating, general and administrative expenses presented in 
the Unaudited Pro Forma Condensed Consolidated Statement of Operations are 
based on the twelve month historical financial statements of the Partnership.  
The Pro Forma Condensed Consolidated Statement of Operations includes 
adjustments related to the elimination of the operations of Tower Ventures and 
related management fees payable to the general partner of the Partnership and 
the gain on sale of the assets of Tower Ventures.

	The Unaudited Pro Forma Condensed Consolidated Balance Sheet and 
Unaudited Pro Forma Combined Statement of Operations should be read in 
conjunction with the appropriate Notes to Unaudited Condensed Consolidated Pro 
Forma Financial Statements.

	All of the following unaudited pro forma financial information is based 
on the January 19, 1999 asset purchase agreement described above and estimated 
expense adjustments.  The actual results may vary from those presented in the 
Unaudted Pro Forma Condensed Consolidated Financial Statements.

	The Unaudited Pro Forma Condensed Consolidated Balance Sheet and 
Statement of Operations do not purport to represent what actual financial 
position and results of operations of the Partnership would have been assuming 
such transactions had been completed as set forth above, nor do they purport to 
represent the results of future periods.

TELECOMMUNICATIONS GROWTH & INCOME FUND L.P.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
(UNAUDITED)
  

                                      Condensed      Pro Forma   Pro Forma
                                      Historical     Adjustments   Amount 

Assets:
  Cash and cash equivalents          $1,978,000   $7,525,276 (1) $9,503,276
  Receivables                            13,761      625,000 (1)    638,761   
  Net investments in communications 
    Businesses                        1,017,133   (1,017,133)(1)      -  
  Other                                 113,602     (106,666)(1)      6,936  
                                     $3,122,496  $,7,026,477    $10,148,973  

Liabilities and Partners' Capital
    (Deficit):
 Current liabilities                    $42,804                     $42,804

  Minority interest in 
     Tower Ventures L.P.                  9,959                       9,959 
 
  Minority interest in UMN L.P.          12,877                      12,877    

 Partners' capital (deficit)

    General partner                     (32,010)     762,538  (1)   730,528
  
    Limited partners                  3,088,866    6,263,939  (1) 9,352,805

                    						            3,056,856    7,026,477	    10,083,333

                                     $3,122,496   $7,026,477    $10,148,973


Pro Forma Condensed Consolidated Balance Sheet

	In preparing the Unaudited Pro forma Condensed Consolidated Balance Sheet, the 
following adjustment has been made, as if the sale of the assets of Tower 
Ventures had occurred on December 31, 1999:
(1) Reflects the adjustments to the net assets resulting from a sale of Tower
Ventures.


TELECOMMUNICATIONS GROWTH & INCOME FUND L.P.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(UNAUDITED)


                                     					Condensed  	Pro Forma	    Pro Forma
						                                    Historical	 Adjustments	    Amount

Revenues:			                              $775,913  $ (775,913) (1) $   -
Costs and expenses:
  Operating, general and administrative	   157,191	    (83,723) (1)     73,468
  Management fees
    - Affiliates	                      			  41,996	    (36,780) (2)      5,216
    - Others					                           80,874	    (68,874) (1)     12,000
  Depreciation and amortization		           99,551	    (98,010) (1)      1,541

                                       			 379,612	   (287,387)         92,225

Operating income (loss)	                		 396,301    (488,526)       (92,225)

Other income			                         		 144,720       		           144,720
Minority interest in Tower Ventures	        (5,253)	     5,253 (1)	       - 

Minority interest in UMN L.P.    	          (1,216)                    (1,216)

Net income (loss)	                     			$534,552	  $(483,273)	   $   51,279


Gain on sale of To6wer Ventures			                  $7,071,015 (3) $7,071,015

Allocations of net income before gain:
  General Partner			                        $5,345			                  $  513
  Limited Partners			                     $529,207			                 $50,766
  Per Limited Partner Unit	              		$ 99.21                     $ 9.52

Allocations of gain on sale of Tower Ventures:
  General Partner								                                            $787,619
  Limited Partners							                                          $6,283,396
  Per Limited Partner Unit				                                  			$ 1,177.99

Pro Forma Condensed Consolidated Statements of Operations
	
	In preparing the Unaudited Pro Forma Condensed Statements of Operations 
for the Twelve Months Ending December 31, 1998, the following adjustments have 
been made as if the sale of the assets of Tower Ventures had occurred on 
January 1, 1998:
(1) Elimination of operations of Tower Ventures for the twelve months 
ended December 31, 1998.
(2) Elimination of management fees payable to TGIF, the general partner 
of the Partnership, that are based on the gross revenues of Tower 
Ventures for the twelve months ended December 31, 1998.
(3) Represents the gain resulting from the sale of the assets of Tower 
Ventures as if the sale had occurred on January 1, 1998.


SIGNATURES


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

Date:  March 29, 1999


				Telecommunications Growth and Income Fund L.P.
				Registrant


By:	Telecommunications Growth and Income Fund 
Management Limited Partnership
					General Partner

				By:	Telecommunications Growth and Income Fund, 
Inc.
					General Partner

				By:	/s/___________________________________
					Name: B. Eric Sivertsen
					Title: Vice-President, Secretary, Director,
            And Chief Financial and Accounting    
            Officer