1

                                                                    EXHIBIT 99.3
                           FORM OF LETTER TO CLIENTS
                               OFFER TO EXCHANGE
                 EVERY 13.75 OUTSTANDING SHARES OF COMMON STOCK
                                       OF
                             HARMONY HOLDINGS, INC.
                                      FOR
                          ONE SHARE OF COMMON STOCK OF
                             iNTELEFILM CORPORATION


THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., MINNEAPOLIS TIME, ON
                DECEMBER 21, 2000, UNLESS THE OFFER IS EXTENDED.


               , 2000

To Our Clients:

     Enclosed for your consideration are the Prospectus, dated                ,
2000, and the related Letter of Transmittal (which, together with any amendments
or supplements thereto, collectively constitute the "Offer") in connection with
the offer by iNTELEFILM Corporation, a Minnesota corporation ("iNTELEFILM"), to
exchange one share of iNTELEFILM common stock, par value $0.02 per share (the
"iNTELEFILM Common Stock") for every 13.75 outstanding shares of common stock,
par value $0.01 per share (the "Common Stock") (the "Harmony Shares"), of
Harmony Holdings, Inc., a Delaware corporation ("Harmony"). We are the holder of
record of Harmony Shares held for your account. A tender of such Harmony Shares
can be made only by us as the holder of record and pursuant to your
instructions. The enclosed Letter of Transmittal is furnished to you for your
information only and cannot be used by you to tender Harmony Shares held by us
for your account.

     We request instructions as to whether you wish us to tender any or all of
the Harmony Holdings, held by us for your account, upon the terms and subject to
the conditions set forth in the Offer.

     Your attention is invited to the following:


          1. The consideration per 13.75 Harmony Shares is one iNTELEFILM Common
     Share.


          2. The Offer is being made for all outstanding Harmony Shares.


          3. The Offer and withdrawal rights will expire at 11:59 p.m.,
     Minneapolis time, on Thursday, December 21, 2000, unless the Offer is
     extended.


          4. The Offer is subject to various conditions set forth in the
     Prospectus, which you should review in detail.


          5. Any stock transfer taxes applicable to the sale of Harmony Shares
     to iNTELEFILM pursuant to the Offer will be paid by iNTELEFILM, except as
     otherwise provided in the General Instructions to the Letter of
     Transmittal.


          Except as disclosed in the Prospectus, iNTELEFILM is not aware of any
     state in which the making of the Offer is prohibited by administrative or
     judicial action pursuant to any valid state statute. In any jurisdiction in
     which the securities, blue sky or other laws require the Offer to be made
     by a licensed broker or dealer, the Offer will be deemed to be made on
     behalf of iNTELEFILM by one or more registered brokers or dealers licensed
     under the laws of such jurisdiction.

          If you wish to have us tender any or all of your Harmony Shares,
     please so instruct us by completing, executing and returning to us the
     instruction form set forth on the reverse side of this letter. An envelope
     to return your instructions to us is enclosed. If you authorize the tender
     of your Harmony Shares, all such Harmony Shares will be tendered unless
     otherwise specified on the reverse side of this letter. Your instructions
     should be forwarded to us in sufficient time to permit us to submit a
     tender on your behalf prior to the expiration of the Offer.
   2

                        INSTRUCTIONS WITH RESPECT TO THE

                  OFFER TO EXCHANGE ONE SHARE OF COMMON STOCK

                                       OF

                             iNTELEFILM CORPORATION
                                      FOR

                 EVERY 13.75 OUTSTANDING SHARES OF COMMON STOCK

                                       OF

                             HARMONY HOLDINGS, INC.

     The undersigned acknowledge(s) receipt of your letter and the enclosed
Prospectus dated                      , 2000, and the related Letter of
Transmittal in connection with the Offer by iNTELEFILM Corporation, a Minnesota
corporation, to exchange one share of iNTELEFILM common stock, par value $0.02
per share for each outstanding share of common stock, par value $0.01 per share
of Harmony Holdings, Inc., a Delaware corporation (the "Harmony Shares").

     This will instruct you to tender the number of Harmony Shares indicated
below (or if no number is indicated below, all Harmony Shares) held by you for
the account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer. Number of Harmony Shares to be Tendered:*      shares


                                                      

Number of Harmony Shares to be                           -------------------------------------------------------------------
Tendered:*                Shares                         -------------------------------------------------------------------
                                                                                                                SIGNATURE(S)
Dated:                                                   -------------------------------------------------------------------
                                                                                                               PRINT NAME(S)
                                                         -------------------------------------------------------------------
                                                         -------------------------------------------------------------------
                                                                                                                 ADDRESS(ES)
                                                         -------------------------------------------------------------------
                                                                                              AREA CODE AND TELEPHONE NUMBER

--------------------------------------------------------
TAX ID OR SOCIAL SECURITY NUMBER




* Unless otherwise indicated, it will be assumed that all Harmony Shares held by
  us for your account are to be tendered.

                    PLEASE RETURN THIS FORM TO THE BROKERAGE
                         FIRM MAINTAINING YOUR ACCOUNT

                                        2