EXHIBIT 11

                                  SKYMALL, INC.

              STATEMENT RE: COMPUTATION OF INCOME (LOSS) PER SHARE

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                                ----------------------------------
For Primary Income (Loss) Per Share(3)(4)                          1994         1995        1996
                                                                ---------    ---------  ----------
<S>                                                             <C>          <C>         <C>
Weighted average number of common shares outstanding            3,276,450    5,150,000   5,303,600
Net  dilutive  impact  report of common  stock  equivalents
  issuable  upon conversion  of  Preferred  Stock from
  private placement in October 1996--based on treasury
  stock method (1)(2)                                             189,000      189,000     180,715
Net dilutive impact of stock options--based on the
  treasury stock method (1)                                        92,337       92,337      92,337
Net dilutive  impact of stock  options and  warrants--based
  on the treasury stock method using average market price              --           --      35,261
                                                             ------------   ----------  ----------
Pro form weighted  average  number of common and common
  equivalent shares outstanding                                 3,557,787    5,431,337   5,611,913
                                                             ============   ==========  ==========
Net income (loss)                                            $(12,186,000)  $  758,000  $2,188,000
Preferred stock dividends                                              --           --      77,000
                                                             ------------   ----------  ----------
Net income (loss) available for common shares                $(12,186,000)  $  758,000  $2,111,000
                                                             ============   ==========  ==========

Net income (loss) per common share                           $      (3.43)  $     0.14  $     0.38
                                                             ============   ==========  ==========
</TABLE>
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(1)  Pursuant to the rules of the Securities and Exchange Commission, common and
     common equivalent shares issued during the 12 months immediately  preceding
     the filing date of the Company's initial public offering have been included
     in the calculation of common and common  equivalent  shares as if they were
     outstanding  for all  periods  presented,  including  loss years  where the
     impact of  incremental  shares is  antidilutive;  as  calculated  using the
     treasury  stock method at the initial  public  offering  price of $8.00 per
     share.

(2)  Shares of common stock potentially  issuable upon conversion of convertible
     preferred stock have been included since the convertible preferred stock is
     automatically converted upon completion of the initial public offering.

(3)  No  calculation  of fully diluted loss per share has been provided as fully
     diluted loss per share is equal to primary loss per share.

(4)  Common  and  common  equivalent  shares  have been  adjusted  to  reflect a
     1,592-for-1 stock exchange upon incorporation in Nevada in October 1996.