SECURITIES  AND  EXCHANGE  COMMISSION
     WASHINGTON,  D.C.  20549


     FORM  10-KSB/A

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

                  FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1997

                          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.)

     3443  NORTH  CENTRAL  AVENUE  #1800
     PHOENIX,  ARIZONA          85012
     (Address  of  principal  executive  offices)          (Zip  Code)

     REGISTRANT'S  TELEPHONE  NUMBER,  INCLUDING  AREA  CODE:  (602)  308-2100

     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.              X
                                                       ---------

Issuer's revenues from continuing operations for its fiscal year:  $22,593,450

As  of  April  1,  1998,  the number of shares of Common Stock outstanding was
3,787,500  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  $6,990,000.

     DOCUMENTS  INCORPORATED  BY  REFERENCE

Portions  of  the  Registrant's definitive Proxy Statement for its forthcoming
Annual  Meeting of Shareholders are incorporated herein by reference into Part
III  of  this  Report.

Exhibit  Index                    Page  10

     -3-


     PART  I
ITEM  1.    BUSINESS.

MAJOR  CUSTOMERS  AND  SUPPLIERS

     The  Company  is  provided  a  significant  portion  of its long-distance
telecommunications  services  by one telecommunications company.  Although the
Company  is  dependant  upon  this  supplier,  management  believes comparable
suppliers  are  available.
     During  the  fiscal  year  ended  November  30, 1996, the Company had one
customer  representing ten percent of total revenues.  During the fiscal 1997,
the Company did not have any customers which accounted for greater than 10% of
its  revenues.

ITEM  2.    PROPERTIES.

     During  fiscal  1996  and  1997, the Company leased 13,500 square feet of
office  space in Phoenix, Arizona, from Joseph W. Zerbib, an officer, director
and principal shareholder of the Company.  The Company's obligations under the
terms  of  its  Phoenix  office lease were approximately  $84,000 and for both
1997  and 1996, under a verbal month-to-month lease.  The Company vacated this
space  in  January  1998  and  will  be  obligated  for  a minimum of 90 days,
depending  upon  the time needed to remove Company assets from those premises.

     The Company also leases office space in Phoenix, Arizona for its STS and,
previously,  its  GoodNet  operations.  In January 1998, the Company relocated
all  of  its  Phoenix, Arizona based operations to this office.  The Company's
obligation  under the terms of this lease agreement was approximately $130,000
and  $40,000  for  the  fiscal  years  ended  November  30,  1997  and  1996,
respectively.

     RATEX  leases  2,200  square  feet in Fort Washington, Pennsylvania.  The
Company's obligations under the terms of its Fort Washington office lease were
approximately  $32,000  and  $39,000  for  1997  and  1996,  respectively.

     Finally,  the  Company  leases  office space in Tempe, Arizona, which was
used  for  GoodNet headquarters prior to its acquisition by the Company.  This
lease  agreement  expires  in March 2000.  The Company is currently subleasing
this  space  under  terms  similar to the Company's obligation for this lease,
which  was  $7,456  for  the  fiscal  year  ended  November  30,  1997.

ITEM  3.    LEGAL  PROCEEDINGS.

     The  Company  is  not  involved  as a party to any other legal proceeding
other  than  various  claims  and lawsuits arising in the normal course of its
business,  none  of  which,  in  the  opinion of the Company's management, are
individually  or  collectively  material  to  the  Company's  business.


ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

     No  matter  was submitted to security holders through the solicitation of
proxies  or  otherwise during the fourth quarter of the fiscal year covered by
this  report.

<PAGE>
ITEM 6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS   OF  FINANCIAL  CONDITION
AND    RESULTS    OF    OPERATIONS.  (CONTINUED)
<TABLE>
<CAPTION>


RESULTS  OF OPERATIONS BY PRODUCT LINE FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1997 WITH TOTALS FOR THE YEAR ENDED NOVEMBER
30,  1996


                                              For the year ended November 30, 1997
                                              ------------------------------------


<S>                                                <C>                         <C>                   <C>       <C>
                                                                               System Sales/         Customized
                                                   STS                         Maintenance           Billing   Total 
                                                   --------------------------  --------------------                       
Sales, Net. . . . . . . . . . . . . . . . . . . .  $               17,430,383  $         4,197,480   $965,587  $22,593,450
Cost of Sales . . . . . . . . . . . . . . . . . .                  13,288,224            1,042,164          -   14,330,388
                                                   --------------------------  --------------------  --------  -----------
Gross Profit. . . . . . . . . . . . . . . . . . .                   4,142,159            3,155,316    965,587    8,263,062
                                                   --------------------------  --------------------  --------  -----------
General & Administrative Expenses:
General . . . . . . . . . . . . . . . . . . . . .                   3,386,395            3,177,039    210,532    6,773,966
Depreciation. . . . . . . . . . . . . . . . . . .                     125,470              201,682          -      327,152
Amortization. . . . . . . . . . . . . . . . . . .                           -                8,333          -        8,333
Bad Debt. . . . . . . . . . . . . . . . . . . . .                     197,327                  655          -      197,982
Corporate Allocations:
General . . . . . . . . . . . . . . . . . . . . .                     127,155              127,155      7,706      260,015
Depreciation. . . . . . . . . . . . . . . . . . .                      44,591               87,831          -      134,423
                                                   --------------------------  --------------------  --------  -----------
                                                                    3,880,938            3,602,695    218,238    7,701,871
                                                   --------------------------  --------------------  --------  -----------

Operating Income (Loss) . . . . . . . . . . . . .                     261,221             (447,379)   747,349      561,191
Other Income. . . . . . . . . . . . . . . . . . .                                                                  163,094
                                                                                                               -----------

Pretax Income . . . . . . . . . . . . . . . . . .                                                                  724,285
Income Tax Provision                                                                                               321,300
                                                                                                               -----------

Income from Continuing Operations                                                                              $   402,985 
                                                                                                               ===========

Primary Earnings per Share-Continuing Operations                                                               $      0.11
                                                                                                               ===========

<S>                                                <C>
                                                   Total for the 
                                                   year ended
                                                   November 30, 1996

Sales, Net. . . . . . . . . . . . . . . . . . . .  $20,742,993
Cost of Sales . . . . . . . . . . . . . . . . . .   12,821,582
                                                   -----------
Gross Profit. . . . . . . . . . . . . . . . . . .    7,921,411
                                                   -----------
General & Administrative Expenses:
General . . . . . . . . . . . . . . . . . . . . .    5,732,588
Depreciation. . . . . . . . . . . . . . . . . . .      312,641
Amortization. . . . . . . . . . . . . . . . . . .        8,333
Bad Debt. . . . . . . . . . . . . . . . . . . . .      264,056
Corporate Allocations:
General . . . . . . . . . . . . . . . . . . . . .      212,824
Depreciation. . . . . . . . . . . . . . . . . . .       93,207
                                                   -----------
                                                     6,623,649
                                                   -----------

Operating Income (Loss) . . . . . . . . . . . . .    1,297,762
Other Income. . . . . . . . . . . . . . . . . . .       30,773
                                                   -----------

Pretax Income . . . . . . . . . . . . . . . . . .    1,603,535
  
Income Tax Provision. . . . . . . . . . . . . . .      614,200
                                                   -----------

Income from Continuing Operations . . . . . . . .      989,335
                                                   ===========
 
Primary Earnings per Share-Continuing Operations       $ .26     
                                                   ===========
</TABLE>


<PAGE>
FUTURE  EXPECTATIONS

     STS  revenues  are  projected  to  increase to approximately 10%-15% from
fiscal  1997  levels  during  the  fiscal year ending November 30, 1998.  This
increase  is  due  to large accounts added during the fourth quarter of fiscal
1997,  however,  there  can  be  no  assurance  that revenues will increase as
expected.
     The Company expects revenues from Customized Billing Services to increase
based  upon  existing  proposals  outstanding;  however, it is not possible to
ascertain  the  amount  of  such increase until actual contracts are in place.
     The  Company  has  experienced  delays in the release and installation of
certain  modules  of  TelMaster,  the  "Client/Server"  and  "Graphical  User
Interface"  environment  version  of  the  Company's  existing  text  based
telemanagement  software  modules.    Certain  modules  of  this  product were
released  in  the third quarter of 1996, and installations have been completed
in  the  second and third quarters of 1997.  Based on the full product release
in  January  1998,  the  Company  expects  to sell and install a significantly
higher  number  of  TelMaster systems in fiscal 1998, however, there can be no
assurance  that  this  will  happen.
     It  is  anticipated  that  the  cost  of  human resources, for continuing
operations,  will  grow  5%-10%  as the company increases its employee base to
expand  its  products,  services  and  market penetration.  This increase will
ensure  adequate  research  and  development,  and  sales  and  support  for
anticipated  short  and  long-term  growth.
     This  report  contains  forward-looking  statements within the meaning of
section  27A  of  the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  Such statements involve certain risks and uncertainties
that  could  cause  actual  results  to  differ  materially  from those in the
forward-looking statements.  Certain factors which may cause such a difference
include,  but  are  not  limited  to,  the  following: the impact of increased
competition  from  competitors with significant financial resources and market
share;  unforeseen  difficulties  in  integrating acquired businesses; and the
amount  and  rate  of growth in general and administrative expenses associated
with  building  a strengthened corporate infrastructure to support operations.

<PAGE>
                                    PART III
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,  1997,  1996,and  1995.
<TABLE>
<CAPTION>




                                                                                         LONG TERM COMPENSATION (1)


                                                         ANNUAL COMPENSATION                 AWARDS          PAYOUTS
<S>                                               <C>   <C>           <C>     <C>        <C>        <C>      <C>      <C>        
                                                                              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 . . . . . . . . . . . . . . . .  1997  $ 144,000      -0-      -0-      -0-        26,000   -0-      -0-   
President. . . . . . . . . . . . . . . . . . . .  1996  $ 108,000      -0-      -0-      -0-        26,000   -0-      -0-   
                                                  1995  $ 120,000      -0-      -0-      -0-        41,000   -0-      -0-   


Thierry E. Zerbib. . . . . . . . . . . . . . . .  1997  $ 144,000      -0-      -0-      -0-        26,000   -0-      -0-   
Vice President - Technologies and Secretary. . .  1996  $ 126,000      -0-      -0-      -0-        21,000   -0-      -0-   
                                                  1995  $ 120,000      -0-      -0-      -0-        41,000   -0-      -0-   


Michael F. Zerbib. . . . . . . . . . . . . . . .  1997  $ 104,000      -0-      -0-      -0-        26,000   -0-      -0-   
Chief Financial Officer and Treasurer. . . . . .  1996  $ 100,000      -0-      -0-      -0-        28,000   -0-      -0-   
                                                  1995  $ 120,000      -0-      -0-      -0-        41,000   -0-      -0-    


Brian H. Loeb. . . . . . . . . . . . . . . . . .  1997  $ 144,000      -0-      -0-      -0-        26,000   -0-      -0-      
Vice President - Marketing, Sales and Operations  1996  $ 126,000      -0-      -0-      -0-        21,000   -0-      -0-  
                                                  1995  $ 120,000      -0-      -0-      -0-        41,000   -0-      -0-    





<FN>


(1)          See  "Stock  Option  Grants  in  1997  Fiscal Year and Stock Options and Restricted Stock Plans" below for additional
information  on  options  which  were  granted  to  these  four  officers.
</TABLE>


<PAGE>

OPTION  GRANTS  IN  1997  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>
                    No. of                             Percentage of Total Options Granted  Exercise Price   Expiration Date(2)
Name . . . . . . .  Shares Underlying Options Granted  to Employees in Fiscal Year
------------------  ---------------------------------  -----------------------------------                                     
Joseph W. Zerbib .                             26,000                                11.13  $          3.23            10/23/02
                                                
Thierry E. Zerbib                              26,000                                11.13  $          3.23            10/23/02

Brian H. Loeb. . .                             26,000                                11.13  $          3.23            10/23/02

Michael F.  Zerbib                             26,000                                11.13  $          3.23            10/23/02

<FN>



(1)        Options become exercisable one fourth on October 23, 1998, one fourth on October 22, 1999, one fourth on October 22,
2000  and  one  fourth  on  October  22,  2001.
</TABLE>



OPTION  EXERCISES  IN  1997  FISCAL  YEAR

     There  were  no  exercises  of  outstanding stock options in fiscal 1997.

STOCK  OPTION  AND  RESTRICTED  STOCK  PLANS

     1995, 1996 and 1997 Incentive Stock Option Plans.  The Board of Directors
adopted  the 1995 Incentive Stock Option Plan ("1995 ISO Plan") on February 1,
1995,  the  1996  Incentive  Stock  Option Plan ("1996 ISO Plan") on April 15,
1996, and the 1997 Incentive Stock Option Plan ("1997 ISO Plan") on October 2,
1997.   The 1997 ISO Plan has not yet been approved by the shareholders.  (The
1995  ISO  Plan, 1996 ISO Plan, and 1997 ISO Plan are collectively referred to
as  the  "Plans"). The terms and conditions of the 1995 ISO Plan, the 1996 ISO
Plan, and the 1997 ISO Plan are substantively similar, therefore the following
description  is  valid  for  both  Plans.

     There  are 264,000 shares under the 1995 ISO Plan, and 260,000 shares for
both  the  1996  ISO  Plan and 1997 ISO Plan, reserved for issuance subject to
options  granted  under the Plans, for a total of 784,000 shares.  The options
granted  under the 1997 ISO Plan shall not be effective until the shareholders
approve  such  plan.  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  times  of  their  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."


<PAGE>

     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.

The  Company issued options under the 1997 ISO Plan to purchase 129,500 shares
of  Common  Stock  to  certain  key  employees and options to purchase 104,000
shares  of  Common  Stock  to  its  four executive officers, Joseph W. Zerbib,
Thierry  E.  Zerbib, Michael F. Zerbib and Brian H. Loeb in October 1997.  The
options  granted on October 23, 1997 are exercisable one fourth on October 23,
1998,  one  fourth on October 23, 1999, one fourth on October 23, 2000 and one
fourth  on  October  23,  2001.

     1995,  1996,  and  1997  Restricted  Stock  Plan.  The Board of Directors
adopted  the  1995  Restricted  Stock  Plan  on  February  1,  1995,  the 1996
Restricted  Stock Plan on April 15, 1996 and the 1997 Restricted Stock Plan on
April  10,  1997.    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  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  $84,336  for  fiscal  1995.   The Company leased this office in
fiscal  1996 and 1997 on a month-to-month basis at a rate of $6,978 per month.
The  Company  vacated  this space in January 1998, however is obligated to pay
rent  for  a  minimum  90  days  subsequent  to  that  time.

     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.


<PAGE>
     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.
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.  In October 1997, the Company granted
options to purchase Common Stock under the 1997 Incentive Stock Option plan to
purchase 26,000 shares to each of Joseph W. Zerbib, Michael F. Zerbib, Thierry
E.  Zerbib  and  Brian  H.  Loeb  upon  exercise of stock options which become
exercisable  one  fourth  on October 23, 1998, one fourth on October 23, 1999,
one  fourth  on October 23, 2000 and one fourth on October 23, 2001 and expire
on  October  23,  2002  at  a  purchase price of $3.23 per share.  See "Option
Grants  in  1997  Fiscal Year," "Stock Option and Restricted Stock Plans," and
"Item  12.  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.


<PAGE>

     PART  IV

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

     (a)(1)    Financial  Statements

     The  following  financial  statements of the Company and its subsidiaries
were  included  in Part II, Item 7 of the Company's 10-KSB for the fiscal year
ended  November  30,  1997:

     Consolidated  Balance  Sheets  as  of  November  30,  1997;
     Consolidated Statements of Operations for the fiscal years ended November
30,  1997  and  1996;
     Consolidated Statements of Changes in Stockholders' Equity for the fiscal
years  ended  November  30,  1997  and  1996;
     Consolidated Statements of Cash Flows for the fiscal years ended November
30,  1997  and  1996;  and
     Notes  to  Consolidated  Financial  Statements.

     (a)(2)    Financial  Statement  Schedules

     None.

     All  other  schedules  for  which  provision  is  made  in the applicable
accounting  regulations  of  the  Securities  and  Exchange Commission are not
required  under  the  related  instructions or are inapplicable, and therefore
have  been  omitted,  or the required information is otherwise included in the
consolidated  financial  statements  and  the  notes  thereto.

     (a)(3)    Exhibits
<TABLE>
<CAPTION>

The following Exhibits are filed herewith pursuant to Rule 
601 of Regulation S-K and paragraph (c) of this Item 14.

<S>    <C>                                                                                                               <C>
       DESCRIPTION                                                                                                       REFERENCE
 NO.
-----                                                                                                                   
3.1 .  Amended and Restated Articles of Incorporation of Registrant dated April 13, 1995            (1)

4.1 .  Form of Common Stock Certificate                                                                                          (1)

10.1.  1995 Incentive Stock Option Plan                                                                                          (1)

10.2.  1995 Restricted Stock Plan                                                                                                (1)

10.3   Asset Purchase Agreement between Telesoft Acquisition Corp., Uniquest Incorporated and CSI Acquisition Corp. 
       dated March 13, 1995                                                                                                      (1)

10.4   Form of Employment Agreement between the Registrant and Joseph W. Zerbib effective as of the date of the Prospectus 
       hereunder                                                                                                                 (1)

10.5   Form of Employment Agreement between the Registrant and Thierry E. Zerbib effective as of the date of the Prospectus
       hereunder                                                                                                                 (1)

10.6.  Form of Employment Agreement between the Registrant and Brian H. Loeb effective as of the date of the Prospectus
       hereunder                                                                                                                 (1)

10.7   Form of Employment Agreement between the Registrant and Michael F. Zerbib effective as of the date of the Prospectus 
       hereunder                                                                                                                 (1)

10.9.  Contract between Registrant and the University of Delaware                                                                (1)

10.10  1996 Incentive Stock Option Plan                                                                                          (2)

10.11  1996 Restricted Stock Plan                                                                                                (2)

10.12  1997 Incentive Stock Option Plan                                                                                           * 

10.13  1997 Restricted Stock Plan                                                                                                 *

11. .  Statement Re: Computation of per Share Earnings                                                                           (5)

16. .  Letter on Change in Certifying Accountants                                                                                (3)

16.1.  Letter on Change in Certifying Accountants                                                                                (4)

21. .  Subsidiaries of Registrant                                                                                                (5)

<FN>


______________________________
    *        Filed  herewith
    (1)    Filed  with  Registration Statement No. 33-91234-LA, dated June 30,
1995.
    (2)  Filed with Form 10-KSB/A for the fiscal year ended November 30, 1996,
dated  March  7,  1997
    (3)    Filed  with  Current  Report on Form 8-K/A, dated February 27, 1997
    (4)    Filed  with  Current  Report  on  Form  8-K  dated October 23, 1997
    (5)    Filed with Form 10-KSB for the fiscal year ended November 30, 1997,
dated  February  27,  1998

</TABLE>



(b)    Current  Reports  on  Form  8-K

     During  the  last quarter of the fiscal year ended November 30, 1996, the
Company  issued  an  8-K  regarding  the  change in accountants.  See "Item 9.
Changes  and  Disagreements  with  Accountants  on  Accounting  and  Financial
Disclosure".



<PAGE>
The  Accompanying  Notes  are  an  Integral  Part
of  the  Consolidated  Financial  Statements
                                      F-2
     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 1, 1998      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
Joseph  W.  Zerbib,                                              April 1, 1998
President,  Principal  Executive  Officer  and  Director

  /s/ Thierry E. Zerbib
Thierry  E.  Zerbib,  Vice  President  -  Technologies,          April 1, 1998
Secretary  and  Director

  /s/ Brian H. Loeb
Brian  H.  Loeb,  Vice  President  -  Marketing,                 April 1, 1998
Sales  and  Operations  and  Director

  /s/ Michael F. Zerbib
Michael  F.  Zerbib,  Chief  Financial  Officer                  April 1, 1998
Treasurer  and  Director

  /s/ Cecile Silverman                                           April 1, 1998
Cecile  Silverman,  Director

  /s/ Kalvan Swanky                                              April 1, 1998
Kalvan  Swanky,  Director