SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                   

FORM 10-KSB/A - 2

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended November 30, 1996

Commission File No. 1-13830

TELESOFT CORP.
(Exact name of Registrant as specified in its charter)
	Arizona	86-0431009
	(State of Incorporation)	(IRS Employer Identification No.)

	3216 North Third Street
	Phoenix, Arizona	85012
	(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (602) 265-6311

Securities registered pursuant to Section 12(b) of the Act:

	Title of Class	Name of each exchange on which registered

	Common Stock, No Par Value	Pacific Stock Exchange, Inc.



Securities registered pursuant to Section 12(g) of the Act :   None
                        
Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.   
YES      X       NO            

Check if there is no disclosure of delinquent filings in this Form and no 
disclosure will be contained in the definitive Proxy Statement incorporated 
by reference in Part III of this Form 10-KSB/A.       X   

Issuer's revenues for its fiscal year:  $23,313,280

As of April 8, 1997, the number of shares of Common Stock outstanding was 
3,818,333 and the aggregate market value of the Common Stock (based on the 
closing price on that date) held by non-affiliates of the Registrant was 
approximately $7,517,000.

Documents Incorporated By Reference

Exhibit Index		Page 10



PART III

ITEM 9.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

	The following sets forth certain information with respect to 
directors and executive officers of the Company with the year in which 
each director's term expires in parentheses.

Name                     Age        Position With Company and Tenure

Joseph W. Zerbib          61     President and Director since 1982.  (1997)

Thierry E. Zerbib         35     Vice President - Software/Systems, Secretary 
                                 and Director since 1982.  (1997)

Brian H. Loeb             35     Vice President - Marketing/Sales and 
                                 Operations and Director since 1992.  (1997)

Michael F. Zerbib         30     Vice President - Finance, Treasurer and 
                                 Director since 1990.  (1997)

Cecile Silverman          72     Director since 1995.  (1997)

Kalvan Swanky             33     Director since 1995.  (1997)

			

	Directors hold office until the next annual meeting of shareholders 
and until their successors are elected and qualified or until their prior 
resignation.  The terms of the executive officers are continuous, subject to 
the authority of the Company's Board of Directors.  

	Joseph W. Zerbib was born in Algeria and has lived in the Middle 
East, Europe and the United States.  From 1982 to the present, Mr. 
Zerbib has been the President of the Company.  He concentrates on 
strategic planning and financial, accounting and human resources 
management.  From 1975 to 1982 Mr. Zerbib managed a large 
supermarket chain in Israel.  From 1960 to 1975 Mr. Zerbib owned and 
managed a full service drug store and blood analysis laboratory in Paris, 
France. 

	Thierry E. Zerbib has been with the Company since 1982.  His 
responsibilities include day-to-day supervision of software/hardware 
customer service, system configuration, system implementation, research 
and development, and quality control.  He holds dual degrees in computer 
science and math from the University of Tel Aviv, Israel.  

	Brian H. Loeb has been with the Company since 1982.  His 
responsibilities include day to day supervision of sales, marketing, 
customer service, and service bureau implementation.

	Michael F. Zerbib has been with the Company since 1990 with 
main emphasis on service bureau sales and financial reporting.  He holds 
a Bachelor of Science degree in finance and a Masters degree in taxation 
and financial accounting from Arizona State University.  

	Cecile Silverman is a certified public accountant employed by the 
firm of Schwartz, Cohen & Co.  She was a partner/shareholder of such 
firm from 1975 to 1989 and is now employed with the firm on a part-time 
basis.  Ms. Silverman specializes in tax planning for corporations and 
individuals, as well as representing clients before various governmental 
agencies.  She graduated from Syracuse University with a degree in public 
accounting.

	Kalvan Swanky has been employed for the past eleven years by 
Storage Technology Corporation, which develops, manufacturers and 
distributes computer memory devices.  Mr. Swanky has held a number of 
positions with Storage Technology, most recently as Direct Sales 
Manager for Arizona and Nevada.  He received a Bachelor of Science 
degree from the University of Colorado.  

	Joseph W. Zerbib is the father of Thierry E. Zerbib and 
Michael F. Zerbib and the father-in-law of Brian H. Loeb.  Accordingly, 
Thierry E. Zerbib and Michael F. Zerbib are brothers and Brian H. Loeb 
is the brother-in-law of Thierry and Michael Zerbib.

Business of the Board of Directors

	During the fiscal year ended November 30, 1996, the Company's 
board of directors held five meetings.  All directors attended these 
meetings, except Ms. Silverman who missed one meeting.  

Compensation and Audit Committees

	The Board of Directors appointed Cecile Silverman and Kalvan 
Swanky to the Compensation and Audit Committees of the Board of 
Directors in June 1995 and they continue to serve in such capacity.  Such 
persons are not officers or employees of the Company and thus are 
Independent Directors.  Such individuals will not have any contractual or 
other relationships with the Company during the present fiscal year, 
except as directors.

	Audit Committee.  The functions of the Audit Committee are to 
receive reports with respect to loss contingencies, the public disclosure or 
financial statement notation of which may be legally required; annually 
review and examine those matters that relate to a financial and 
performance audit of the Company's employee plans; recommend to the 
Company's board of directors the selection, retention and termination of 
the Company's independent accountants; review the professional services, 
proposed fees and independence of such accountants; and provide for the 
periodic review and examination of management performance in selected 
aspects of corporate responsibility.  The Audit Committee held one 
meeting during the fiscal year ended November 30, 1996.  See 
"Compensation Committee Interlocks and Insider Participation" in the 
following section.  

	Compensation Committee.  The functions of the Compensation 
Committee are to review annually the performance of the chairman and 
president and of the other principal officers whose compensation is subject 
to the review and recommendation by the Committee to the Company's 
board of directors.  Additionally, the Compensation Committee is to 
review compensation of outside directors for service on the Company's 
board of directors and for service on committees of the Company's board 
of directors, and to review the level and extent of applicable benefits 
provided by the Company with respect to automobiles, travel, insurance, 
health and medical coverage, stock options and other stock plans and 
benefits.  The Compensation Committee had four meetings during the 
fiscal year ended November 30, 1996.  See "Compensation Committee 
Interlocks and Insider Participation" in the following section.  

	The Compensation Committee has adopted a policy that the 
Company should be competitive in total compensation and include as a 
part of total compensation opportunities for equity ownership and utilize 
incentives that offer competitive compensation.  Pursuant to these policies, 
the Compensation Committee, in 1996, requested that the Company and 
its agents obtain more specific information regarding the Company's 
competitors and the industry generally, with respect to compensation and 
options.  As a result of information received pursuant to this request, the 
Compensation Committee made recommendations regarding executive 
compensation to the board of directors and action was taken by the board 
at its 1996 annual meeting in response to such recommendations.

Compensation Committee Interlocks and Insider Participation

	Cecile Silverman and Kalvan Swanky serve as members of the 
Compensation Committee.  They were appointed in June 1995 and 
continue to serve in such capacity.  These persons are non-employee 
directors for purposes of administering the 1995 and 1996 Incentive Stock 
Option Plan under SEC Rule 16(b)(3).

Director Compensation

	Directors receive no compensation for their services as members 
of the Board of Directors.  However, the Company may reimburse the 
independent directors for their reasonable out-of-pocket expenses in 
connection with their attendance at meetings.  Also, in 1996 the Company 
issued 1,000 stock options each to Ms. Silverman and Mr. Swanky.  See 
Item 11, Security Ownership of Certain Beneficial Owners and 
Management.

ITEM 10.	EXECUTIVE COMPENSATION.

Summary Compensation Table

	The following table sets forth the total compensation received by 
the chief executive officer and each additional executive officer whose 
compensation exceeded $100,000, paid to the named individuals and 
group for services rendered in all capacities to the Company and its 
subsidiaries for the fiscal years ended November 30, 1996, 1995 and 
1994.
<TABLE>
<CAPTION>

<S>                   <C>    <C>         <C>      <C>           <C>         <C>       <C>       <C>                
                                                                Long Term Compensation (1)

                              Annual Compensation                      Awards         Payouts              
                                                   Other                                        All              
                                                   Annual       Restricted                      Other  
Name and                                           Compen-      Stock       Options/  LTIP      Compen-      
Principal Position    Year   Salary(2)    Bonus    sation       Awards      SARs      Payouts   sation 

Joseph W. Zerbib	     1996   $108,000       0        0            0          26,000     0       0 
President             1995   $120,000       0        0            0          41,000     0       0
                      1994   $144,000     $115,000   0            0          0          0       0

Thierry E. Zerbib	    1996   $126,000       0        0            0          21,000     0       0            
Vice President -      1995   $120,000       0        0            0          41,000     0       0       
Software/Systems and  1994   $144,000     $398,500   0            0          0          0       0    
Secretary

Michael F. Zerbib     1996	  $100,000       0        0            0          28,000     0       0        
Vice President -      1995   $120,000       0        0            0          41,000     0       0      
Finance and Treasurer 1994   $144,000     $398,500   0            0          0          0       0       

Brian H. Loeb	        1996   $126,000       0        0            0          21,000     0       0       
Vice President -      1995   $120,000       0        0            0          41,000     0       0        
Marketing, Sales and  1994   $144,000     $398,500   0            0          0          0       0         
Operations
	
<F1>
See Stock Option Grants in 1996 Fiscal Year and Stock Options 
and Restricted Stock Plans" below for additional information on 
options which were granted to these four officers.

<F2>
The Company extended one-year employment agreements with 
annualized salaries of $144,000 to Joseph W. Zerbib, Thierry E. 
Zerbib, and Brian H. Loeb and $96,000 to Michael F. Zerbib, 
effective July 1, 1996 in the cases of Joseph W. Zerbib and Brian 
H. Loeb and April 15, 1996 in the cases of Thierry E. Zerbib and 
Michael F. Zerbib.

</TABLE>

Option Grants in 1996 Fiscal Year

	The following executive officers were granted stock options by 
the Company in fiscal 1996 in recognition of their past contributions to 
the Company.  In each case, the option price was in excess of the fair 
market value of the Common Stock on the date of grant.
<TABLE>
<CAPTION>
<S>                         <C>                   <C>                 <C>                <C>          
                                                  Percentage of
                                                  Total Options
                            No. of                Granted
                            Shares Underlying     to employees in                        Expiration
Name                        Options Granted       Fiscal Year (1)      Exercise Price    Date(2)       

Joseph W. Zerbib            10,000                                     $ 3.30            10/22/01   
                            16,000                   10.95               5.23             8/06/01

Thierry E. Zerbib            5,000                                       3.30            10/22/01 
                            16,000                    8.85               5.23             8/06/01   

Brian H. Loeb                5,000                                       3.30            10/22/01    
                            16,000                    8.85               5.23             8/06/01    

Michael F.  Zerbib          12,000                                       3.30            10/22/01    
                            16,000                   11.79               5.23             8/06/01   

<F1>			
Percentage figure aggregates all stock options granted to 
respective individual during fiscal year 1996.

<F2>
Options expiring on August 6, 2001 become exercisable one 
fourth on April 14, 1997, one fourth on April 14, 1998, one 
fourth on April 14, 1999, and one fourth on April 14, 2000.   
Options expiring on October 22, 2001 become exercisable one 
fourth on October 22, 1997, one fourth on October 22, 1998, one 
fourth on October 22, 1999 and one fourth on October 22, 2000.
</TABLE>

Option Exercises in 1996 Fiscal Year

	There were no exercises of outstanding stock options in fiscal 
1996.

Stock Option and Restricted Stock Plans

	1995 and 1996 Incentive Stock Option Plans.  The Board of 
Directors adopted the 1995 Incentive Stock Option Plan (1995 ISO 
Plan) on February 1, 1995 and the 1996 Incentive Stock Option Plan 
(1996 ISO Plan) on April 15, 1996 (The 1995 ISO Plan and 1996 ISO 
Plan are collectively referred to as the Plans). The terms and conditions 
of the 1995 ISO Plan and the 1996 ISO Plan are substantively similar, 
therefore the following description is valid for both Plans.

	Under the Plans, 260,000 and 264,000 shares are reserved for issuance 
subject to options granted under the 1996 ISO Plan and 1995 ISO Plan, 
respectively, for a total of 524,000 shares. Each of the Plans authorizes 
the Company to grant to key employees of the Company (i) incentive stock 
options to purchase shares of Common Stock and (ii) non-qualified stock 
options to purchase shares of Common Stock.

	The objectives of the Plans are to provide incentives to key 
employees to achieve financial results aimed at increasing stockholder 
value and attracting talented individuals to the Company.  The 
Compensation Committee, which is comprised of non-employee Directors, 
has the discretion to make awards of stock options.  Although the Plans do 
not specify what portion of the shares may be awarded in the form of 
incentive stock options or non-statutory options, at the time of adoption it 
was anticipated that a substantially greater number of incentive stock 
options would be awarded under the Plans.  The incentive stock options 
are qualified stock options under the Internal Revenue Code.  Further, the 
Plans are stock option plans meeting the requirements of Rule 16b-3 
promulgated under the Exchange Act.  Persons eligible to participate in 
the Plans will be those employees of the Company whose performance, in 
the judgment of the Compensation Committee, can have significant effect 
on the success of the Company.

	The Plans are administered by the Compensation Committee, 
which has the authority to interpret their provisions, to establish and 
amend rules for their administration, to determine the types and amounts 
of awards to be made pursuant to the Plans, subject to the Plans 
limitations, and to approve recommendations made by management of the 
Company as to who should receive awards.

	Incentive stock options may be granted under the Plans for terms 
of up to ten years and at an exercise price at least equal to 100% of the 
fair market value of the Common Stock as of the date of grant, and 85% 
of the fair market value in the case of non-statutory options, except that 
incentive options granted to any person who owns stock possessing more 
than 10% of the combined voting power of all classes of the Company's 
stock or of any parent or subsidiary corporation must have an exercise 
price at least equal to 110% of the fair market value of the Company's 
Common Stock on the date of grant.  The aggregate fair market value, 
determined as of the time an incentive stock option is granted, of the 
Common Stock with respect to which incentive stock options are 
exercisable by an employee for the first time during any calendar year 
shall not exceed $100,000.  There is no aggregate dollar limitation on the 
amount of non-statutory stock options which may be exercisable for the 
first time by an employee during any calendar year.  Payment of the 
exercise price is to be in cash, although the Compensation Committee 
may, in its discretion, allow payment in the form of shares of the 
Company's Common Stock under certain circumstances.  Any option 
granted under the Plans will expire at the time fixed by the Committee, 
which will not be more than ten years after the date it is granted.  Any 
employee receiving a grant must remain continuously employed by the 
Company for a period of twelve months after the date of the grant, as a 
condition to the exercise of the option.  The Compensation Committee 
may also specify when all or part of an option becomes exercisable, but in 
the absence of such specification, the option will ordinarily be exercisable 
in whole or part at any time during its term.  In addition, optionees who 
are directors or executive officers of the Company may not exercise any 
portion of an option within six months of the date of grant.  Subject to the 
foregoing, the Compensation Committee may accelerate the exercisability 
of any option in its discretion.

	Options granted under the Plans are not assignable.  Options may 
be exercised only while the optionee is employed by the Company or 
within twelve months after termination by reason of death, within twelve 
months after the date of disability, or within ten days after termination for 
any other reason.

	The Company may assist optionees in paying the exercise price of 
options granted under the Plans by either the extension of a loan by the 
Company for payment by the optionee of the exercise price in 
installments, or a guarantee by the Company of a loan obtained by the 
optionee from a third party.  The terms of any loan, installment payments 
or guarantees, including the interest rate and terms of repayment and 
collateral requirements, if any, shall be determined by the Board of 
Directors in its sole discretion.

	The Company issued options under the 1995 ISO Plan to 
purchase 100,000 shares of Common Stock to certain key employees and 
options to purchase 164,000 shares to its four executive officers, Joseph 
W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb in 
June 1995.  Such options are exercisable commencing September 28, 
1995 through September 27, 2000.  The exercise price of the options 
granted to key employees is $6.00 per share.  The exercise price of the 
options granted to the executive officers is $6.60 per share.  See 
"Principal Shareholders" and "Certain Relationships and Related 
Transactions."

	The Company issued options under the 1996 ISO Plan to 
purchase 141,400 shares of Common Stock to certain key employees and 
options to purchase 96,000 shares of Common Stock to its four executive 
officers, Joseph W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and 
Brian H. Loeb in two grants, one in April 1996 and one in October 1996.  
The options granted in April 1996 are exercisable one fourth on April 14, 
1997, one fourth on April 14, 1998, one fourth on April 14, 1999, and one 
fourth on April 14, 2000.  The options granted on October 22, 1996 are 
exercisable one fourth on October 22, 1997, one fourth on October 22, 
1998, one fourth on October 22, 1999 and one fourth on October 22, 
2000.

	1995 and 1996 Restricted Stock Plans.  The Board of Directors 
adopted the 1995 Restricted Stock Plan on February 1, 1995 and the 1996 
Restricted Stock Plan on April 15, 1996.  The 1995 Restricted Stock Plan 
was approved by the stockholders at a Special Meeting of Stockholders 
which was held on February 1, 1995.  The 1996 Restricted Stock Plan 
was approved by the stockholders at the 1996 Annual Meeting held on 
August 7, 1996.  Under both Restricted Stock Plans, shares of Common 
Stock of the Company are reserved, in such amounts as determined by the 
Board of Directors, for issuance as part of the total shares reserved under 
the Plan described above.  The Restricted Stock Plans authorize the grant 
of shares of Common Stock to key employees, consultants, researchers 
and to members of the Advisory Board.  The Restricted Stock Plans are 
administered by the Board of Directors or a committee of the Board, 
which determines the persons to whom shares of Common Stock will be 
granted and the terms of such share grants.

	No shares have been granted under the Restricted Stock Plans.  
However, the Company anticipates that shares will be granted under the 
Restricted Stock Plans by the Compensation Committee from time to time 
in the future depending upon the performance of the Company and 
availability of unreserved shares under the 1995 and 1996 ISO Plans and 
Restricted Stock Plans.



ITEM 11.	SECURITY OWNERSHIP OF CERTAIN 
BENEFICIAL OWNERS AND MANAGEMENT.

	The following table sets forth information, as of April 8, 1997, 
with respect to the number of shares of Common Stock of the Company 
beneficially owned by individual directors, by all directors and officers of 
the Company as a group, and by persons known by the Company to own 
more than 5% of the Company's Common Stock.  The Company has no 
other class of stock outstanding.
<TABLE>
<CAPTION>
<S>                                       <C>               <C>  
Name of Beneficial Owner                  Number of         Percent of Common
and Address                               Shares (2)(3)     Stock Owned (2)(4)

Thierry E. Zerbib
3216 North Third Street
Phoenix, Arizona  85012                   639,500               16.7

Brian H. Loeb and
Irene Loeb
3216 North Third Street
Phoenix, Arizona  85012                   639,500               16.7

Michael F. Zerbib
3216 North Third Street
Phoenix, Arizona  85012                   641,500               16.8

Joseph W. Zerbib
3216 North Third Street
Phoenix, Arizona  85012                   360,750                9.4

Nicolas Zerbib
3216 North Third Street
Phoenix, Arizona  85012                   293,750                7.7

Cecile Silverman
3216 North Third Street
Phoenix, Arizona  85012                     2,000                 (1)

Kalvan Swanky
4725 North 33rd Street
Phoenix, Arizona  85018                     2,000                 (1)

All directors and
officers as a group
(six persons)                           2,579,500               67.3


                               
<F1>
Less than 1%.

<F2>
Includes 41,000 shares of Common Stock which are issuable 
upon exercise of stock options the Company granted to each of 
the following:  Joseph W. Zerbib, Thierry E. Zerbib, Michael F. 
Zerbib and Brian H. Loeb.  Such options were exercisable 
commencing September 28, 1995 through September 27, 2000 to 
purchase shares of Common Stock at a price of $6.60 per share.  
See "Option Grants in 1996 Fiscal Year" and "Stock Option and 
Restricted Stock Plans."

<F3>
Includes 1,000 shares of Common Stock which are issuable upon 
exercise of stock options which the Company granted each to 
Cecile Silverman and Kalvan Swanky in April 1996.  The options 
are exercisable at a price of $4.75 per share through April 15, 
2001 and were not issued pursuant to any stock option plan of the 
Company.  Also includes 1,000 shares of Common Stock which 
are issuable upon exercise of stock options which the Company 
granted each to Cecile Silverman and Kalvan Swanky in October 
1996.  These options are exerciseable at a price of $3.00 per 
share through October 22, 2001, and were not issued pursuant to 
any stock option plan of the Company.

<F4>
Includes 41,000 shares of Common Stock which are issuable to 
each of Joseph W. Zerbib, Michael F. Zerbib, Thierry E. Zerbib 
and Brian H. Loeb upon exercise of stock options exercisable 
commencing September 28, 1995 through September 27, 2000 to 
purchase shares of Common Stock at a price of $6.60 per share 
and 16,000 shares of Common Stock which are issuable to each 
of the aforementioned individuals upon exercise of stock options 
which become exerciseable one fourth on April 14, 1997, one 
fourth on April 14, 1998, one fourth on April 14, 1999, and one 
fourth on April 14, 2000 and expire on August 6, 2001 for a price 
of $5.23 per share.  Also includes 10,000 shares of Common 
Stock issuable to Joseph W. Zerbib, 5,000 shares of Common 
Stock issuable to each of Thierry E. Zerbib and Brian H. Loeb, 
and 12,000 shares of Common Stock issuable to Michael F. 
Zerbib upon exercise of stock options which become exerciseable 
one fourth on October 22, 1997, one fourth on October 22, 1998, 
one fourth on October 22, 1999, and one fourth on October 22, 
2000 and expire on October 22, 2001 at a purchase price of 
$3.30 per share.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED 
TRANSACTIONS.

Certain Transactions

	The Company leases 13,500 square feet of office space from 
Joseph W. Zerbib, an officer, director and principal shareholder of the 
Company.  The Company's obligations under the terms of the lease 
agreement were approximately $84,390 for fiscal 1995.  The Company 
leased this office in fiscal 1996 on a month-to-month basis at a rate of 
$6,978 per month.  Such lease was extended on the same terms and 
conditions through December 1997.  The Company believes that the 
foregoing lease rate is no less favorable than it could obtain from an 
unaffiliated third party for comparable space.

	The Board of Directors has adopted a policy that provides that all 
transactions between the Company and its executive officers, directors, 
employees and affiliates are subject to the approval of a majority of 
disinterested directors of the Board of Directors and will be on terms that 
are no less favorable to the Company than those that could be negotiated 
with unaffiliated parties.

	The Company retired approximately $280,000 of debt which the 
Company owed to First Interstate Bank of Arizona out of a portion of the 
proceeds of its June 1995 initial public offering.  Joseph W. Zerbib, 
Thierry E. Zerbib, Michael F. Zerbib and Brian H. Loeb had personally 
guaranteed payment of this obligation and therefore received a benefit to 
such extent upon the Company's payment of the loan. 

	The Company has entered into one-year employment agreements 
with Joseph W. Zerbib, Thierry E. Zerbib, Michael F. Zerbib and Brian 
H. Loeb in their respective capacities.  See note 2 to "Summary 
Compensation Table."  

	The Company issued options to purchase a total of 164,000 
shares of Common Stock to Joseph W. Zerbib, Thierry E. Zerbib, 
Michael F. Zerbib and Brian H. Loeb in fiscal 1995 under the 1995 
Incentive Stock Option Plan.  Such options were divided equally among 
the four individuals.  In April 1996 the Company also granted options 
under the 1996 Incentive Stock Option Plan to purchase 64,000 shares of 
Common Stock to the same four individuals in equal proportions, such 
grants became effective upon approval of the Plan by the shareholders at 
the 1996 Annual Meeting of Shareholders on August 7, 1996.  These 
options are exercisable at a price of $5.23 per share for a term of five 
years after their effective date.  Also, in April 1996 the Company granted 
options to Cecile Silverman and Kalvan Swanky exercisable to purchase 
1,000 shares of Common Stock at a price of $4.75 per share through 
April 15, 2001.  Finally, in October 1996 the Company granted options to 
purchase Common Stock under the 1996 Incentive Stock Option Plan to 
purchase 10,000 shares in the case of Joseph W. Zerbib, 5,000 shares 
each to Thierry E. Zerbib and Brian H. Loeb and 12,000 shares to 
Michael F. Zerbib.  See "Option Grants in 1996 Fiscal Year," "Stock 
Option and Restricted Stock Plans," and "Item 11. Security Ownership of 
Certain Beneficial Owners and Management."  

Policy Regarding Transactions

	Management believes that all of its existing transactions with 
affiliates are on terms no less favorable than could have been obtained 
from unaffiliated parties.  The Board of Directors has adopted a policy 
that all future material transactions and loans between the Company and 
its executive officers, directors, employees and affiliates will be subject to 
the approval of the majority of independent and disinterested directors and 
that such transactions and loans, and any forgiveness of loans, will be on 
terms that are no less favorable to the Company than those that are 
generally available from unaffiliated third parties.


ITEM 13.	EXHIBITS, FINANCIAL STATEMENT 
SCHEDULES AND REPORTS ON FORM 8-K.

	(a)  Exhibits

	None.


	(b)  Current Reports on Form 8-K

	The Company filed no reports on Form 8-K during the last 
quarter of the fiscal year ended November 30, 1996.



SIGNATURES

	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. 

					TELESOFT CORP.


Dated: April 10, 1997	               By     /s/ Joseph W. Zerbib	
                                   					    Joseph W. Zerbib,
                                   					    President and Principal 
                                            Executive Officer

	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 capacities and on the dates indicated.

Signature and Title



Date

/s/ Joseph W. Zerbib                                        April 10, 1997
Joseph W. Zerbib, 
President, Principal Executive Officer and Director

/s/ Thierry E. Zerbib                                       April 10, 1997
Thierry E. Zerbib, Vice President - Technologies, 
Secretary and Director

/s/ Brian H. Loeb                                           April 10, 1997
Brian H. Loeb, Vice President - Marketing,  
Sales and Operations and Director 

/s/ Michael F. Zerbib                                       April 10, 1997
Michael F. Zerbib, Chief Financial Officer
Treasurer and Director

/s/ Cecile Silverman                                        April 10, 1997
Cecile Silverman, Director

/s/ Kalvan Swanky                                           April 10, 1997
Kalvan Swanky, Director


</TABLE>