FORM 10-KSB

                               SECURITIES
                          AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

For the fiscal year ended      November 30, 1995

                                    OR

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

For the transition period from ________________ to ______________.

Commission file Number: 0-18686

                 PAK MAIL CENTERS OF AMERICA, INC.
              (Name of small business issuer in its charter)

         Colorado                                89-0934575
(State or other jurisdiction of     (I.R.S.  Employer  Identification   No.)
incorporation or organization)

3033 S. Parker Road, Suite 1200, Aurora, Colorado    80014
  (Address of principal executive offices)         (Zip Code)

Issuer's telephone number: 303-752-3500

Securities registered pursuant to Section 12(b) of the Exchange Act:
                                   NONE

Securities registered pursuant to Section 12(g) of the Exchange Act:
                 Common Stock, par value $.001 per share.

Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d)of the Exchange Act during the past
12 months, 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 filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of Issuer's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.      [X]

The Issuer's revenues for the year ended November 30, 1995 were
$3,858,408.

The aggregate market value of the Issuer's voting stock held as
of a recent date by nonaffiliates of the Issuer cannot be
ascertained due to the absence of reliable information as to
quoted prices with respect to the Issuer's common stock.

As of February 27, 1996, the Issuer had 2,989,483 shares of its
$0.001 par value common stock issued and outstanding.
<PAGE>
Transitional small business disclosure format: YES     NO [X]


                                  PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     (a)  Business Development.  Pak Mail Centers of America, Inc.
(the "Issuer" or "Company") was incorporated in the State of
Colorado on January 27, 1984.  The Issuer is principally engaged in
marketing and franchising service centers and retail stores which
specialize in the shipping and packaging business ("Pak Mail
Centers").  Pak Mail Centers typically provide mailbox service,
parcel shipping and receiving, freight forwarding and other
communications services through a variety of carriers and offer a
variety of related items such as stamps, greeting cards, stationery
supplies, keys and passport photographs.  On March 24, 1995, the
Company effected a reverse stock split whereby each pre-reverse
stock split share of common stock was reclassified and changed into
one-fiftieth of a share of common stock on a post-reverse stock
split basis.  The total number of outstanding shares of common
stock was reduced from 149,474,125 to 2,989,483 as a result of the
reverse stock split.

     (b)  Business of Issuer.

          (1)(2)  Principal Products or Services; Distribution
Methods.  The Issuer's principal business is the marketing of Pak
Mail Center franchises and its principal source of revenues is
derived from royalties and franchise fees as well as from the sale
of certain equipment, supplies, forms and materials to franchisees.
As of February 27, 1996, there were 266 individual franchises and
20 area agreements in existence.

Franchise Program

     The Company offers individual franchise agreements and area
director marketing agreements.  Individual franchisees are granted
the exclusive right, within a specified area, to use the Pak Mail
name and trademark as well as Pak Mail's standardized decor,
operating procedures, techniques, forms, equipment and advertising
presentation.  Area directors and, under a previously offered area
franchise program, area franchisees are granted rights to sell
individual franchises for the Company in designated areas and are
required to provide site selection and start-up assistance and
continuing support for individual franchisees within those areas.
The Company locates prospective franchisees through advertising,
referrals from existing franchisees, the marketing efforts of its
area franchisees, and, to a small extent, through the use of
franchise brokers.

Franchise Agreements, Fees and Related Matters

     Individual Franchises

     Each individual franchisee enters into a franchise agreement
(the "Franchise Agreement") with the Company.  The Franchise
Agreement requires payment of an initial franchise fee of $21,950,
<PAGE>
although franchisees who initially commit to acquire more than one
franchise are eligible for certain discounts.  Individual
franchisees are also charged an initial fee ranging between $450
and $800 for a grand opening advertising and marketing program
which is provided by the Company at or around the time the
individual franchisee commences operation of a Pak Mail Center.
Under the Company's current standard Franchise Agreement,
individual franchisees pay a sliding scale monthly royalty in each
calendar year of five percent (5%) for the first $200,000 of the
franchisee's gross revenues, four and one-half percent (4.5%) for
the next $50,000 of gross revenues, four percent (4%) for the next
$50,000 of gross revenues, three and one-half percent (3.5%) for
the next $50,000 of gross revenues, and then three percent (3%) for
all subsequent gross revenues received in that calendar year.  No
royalty fee is paid with respect to revenues from postage stamps.
Individual franchisees are also required to pay an advertising fee
each month in the amount of two percent (2%) of gross revenues,
with the exception of franchisees operating under agreements
entered into prior to March 1990 who are required to pay an
advertising fee of one percent (1%) of gross revenues.  The
advertising fees are held in a separate legal trust under control
of the Company.  These fees are used in connection with the
formulation and execution of national, regional and local
advertising and for other marketing purposes.  The Company's
current standard Franchise Agreement has a term of ten years.  With
the approval of the Company, the franchisee has the right to
transfer and assign the Franchise Agreement.

     Area Director Marketing Agreement

     The area director marketing agreement requires the payment of
a fee based upon several factors including population and other
demographic factors in the designated geographic region.  The
Company may finance a portion of the fee.  The area director
marketing agreement grants the right to market and sell franchises
within the specified area.  Upon the sale of individual franchises
within the area, the Company typically receives 60% of the
individual franchise fee and the area director receives 40%.  The
area director receives 50% of the royalties from individual
franchisees within the area.  There may be variations in the terms
of specific area director marketing agreements based on special
circumstances affecting the geographic area and the area director.

     Domestic Area Franchises

     The Company no longer offers domestic area franchise
agreements.  Under area franchise agreements previously entered
into, initial franchise fees of individual franchises within an
area are generally divided sixty percent (60%) and forty percent
(40%) between the Company and the area franchisee, respectively.
Generally, the individual franchise royalty fees are divided
equally between the Company and the area franchisee.  All franchise
fees and royalties are paid directly to the Company, which then
remits the portion of fees owed to the area franchisee.  For
individual franchisees in locations which are not encompassed by an
area franchise, all fees and royalties are retained by the Company.
<PAGE>
     International Area Franchises

     The international area franchise agreements require the
payment of an initial franchise fee based upon several factors
including population and other demographic factors in the
designated geographic region.  The Company often finances a portion
of the area franchise fee.  The international area franchise is
responsible for individual franchise marketing, site selection
assistance and lease negotiation, on-site training and continuing
local support of the individual franchisees within his or her area.

     Generally, the division of initial franchise fees of
individual franchises within an international area and the
individual franchise royalty fees within an international area is
negotiated on a case by case basis.  As of February 27, 1996, there
were four international franchise agreements in existence with
respect to geographic areas in the Mexican cities of Mexico City,
Guadalajara and Monterrey, respectively, and an area covering the
Mexican states of Baja California and Sonora.  Because of the large
number of factors that exist with respect to different countries
and different geographic locations within a given country which may
affect the terms of an international area franchise agreement, the
specific terms of international area franchises may vary
significantly from oneanother.

     Related Matters

     The Company provides various training and support to its
franchisees.  The Company furnishes to each franchisee an
operations manual, which governs system standards and contains
certain provisions designed to assure the quality of the Pak Mail
Center, and provides updates thereto.  In addition, each franchisee
is required to attend a ten-day training class with regard to
packaging, pricing and available shipping and mailing services;
preparation and placement of advertising; record keeping and
systems operation; use of forms and forms management; soliciting
and servicing customers; selecting and training personnel; and
stock location and operation.  There is no charge for the class,
but franchisees pay their own expenses, including travel, lodging
and meals.  The Company also provides an initial advertising and
marketing program at or around the time that a franchisee opens the
Pak Mail Center.

     The Company offers to franchisees various equipment, sup-
plies, forms and materials necessary or useful in connection with
the operation of the Pak Mail Center, although, with the exception
of required computer software, the franchisees are not required to
purchase such items from the Company.  Prior to and upon the
opening of a new franchisee's Pak Mail Center, the Company or area
franchisee provides additional on-site training to the franchisee.
The Company maintains ongoing communications with its franchisees
designed to inform the franchisees of new services to be provided,
marketing techniques and other operational aspects of the Pak Mail
system.
<PAGE>
Services

     The typical Pak Mail Center offers a wide range of services
and products for personal and business support, communications
services and convenience items and services.  The type and
importance of particular services and products vary from center to
center.  Prices for services and products are set by individual
franchisees and depend on competitive conditions in their
respective franchise locations.

     Major services and products offered at Pak Mail Centers
include the following:

     Private Mailbox Service.  Pak Mail Centers offer private
mailbox rentals.  Mailbox rental fees vary based on the size of the
box, the rental terms and the location of the Pak Mail Center.

     Parcel Shipping and Receiving.  Pak Mail Centers offer parcel
shipping service through a variety of carriers and can assist the
customer in selecting the fastest and most cost-effective method of
sending parcels.  Pak Mail Centers also act as receiving agents
for parcels shipped to their customers. Pak Mail Centers advise
customers as to the packaging requirements of the various carriers,
provide packaging of items for shipment and sell packaging
materials.

     Business Support Products and Services.  Small businesses are
often major users of a Pak Mail Center.  Pak Mail Centers provide
a small business with a variety of business services and products
such as mailbox rental, telephone message service, telecopy
transmission, copying and office supplies.

     Communications Services.  Pak Mail Centers offer customers a
wide range of communications services such as telecopies and wire
transfer of funds.

     Convenience Items and Services.  Pak Mail Centers generally
offer convenience items such as postage stamps, envelopes, rubber
stamps, passport photos and keys.  Most Pak Mail Centers also offer
office supplies, greeting cards and other gift items.

     Insurance.  Also available at the customer's option is loss
damage insurance which can be purchased either through the
courier's insurance carrier and/or separate parcel insurance which
is available on an as-needed basis from the Company's carrier.  The
insurance prices for the Company's insurance vary from those
charged by couriers.

          (3)  Status of Product.  There has been no public
announcement of, nor has the Company otherwise made public
information about, any new product or service of the Company
requiring the investment by the Company of a material amount of its
total assets or which is otherwise material to the Company's
operations.
<PAGE>
          (4)  Competition.  The Company and its franchisees face
competition primarily from independent service centers and other
franchised operations offering similar services.  Mail Boxes Etc.
is the largest competitor.  The Company's franchising approach and
the operations of a Pak Mail Center are not unique or patentable
and can be imitated by others. Although the Company and its
franchisees offer similar services to the U.S. Postal Service, such
as private mail box service and parcel handling, the U.S. Postal
Service does not offer certain of the business support,
communications and personal services offered by Pak Mail Centers.

          (5)  Raw Materials.  The Company purchases materials for
resale to its franchisees.  These materials are available from a
variety of suppliers, and the Company has not experienced any
delays in obtaining such materials.

          (6)  Customer Dependence.  The Company does not depend
upon a single customer, or a few customers, for its revenues, the
loss of any one or more which would have a material adverse effect
on the Company.

          (7)  Patents, Trademarks, Licenses, Etc.  The Company has
registered the name "Pak Mail" and the Pak Mail logo under federal
and, where appropriate, state law.

          (8)(9) Government Regulations

     The Federal Trade Commission has adopted a rule that requires
franchisors to make certain disclosures to prospective franchisees
prior to the offer or sale of franchises.  This rule requires the
disclosure of information necessary for a franchisee to make an
informed decision as to whether to enter into a franchise
relationship and delineates the circumstances in which franchisors
may make predictions on future sales, income and profits.  Failure
to comply with this rule constitutes an unfair or deceptive act or
practice under the Federal Trade Commission Act.

     Numerous states have adopted laws regulating franchise
operations and the franchisor/franchisee relationship.  Applicable
franchise laws vary from filing and disclosure requirements in the
offer and sale of franchises to the application of statutory
standards regulating the establishment and termination of franchise
relationships.  Although the foregoing matters may result in some
modification of the Company's franchising activities and some
delays or failures in enforcing certain of its rights and remedies
under certain franchise agreements, such modifications, delays or
failures have not had a material adverse effect on the operations
or business of the Company to date.  However, the law applicable to
franchise operations and relationships is subject to change, and
the Company is unable to predict the effect, if any, on its
operations of additional requirements or restrictions that may be
enacted or promulgated or of court decisions that may be adverse to
the franchise industry.
<PAGE>
          (10)  Research and Development.  The Company has not
engaged in  material research and development activities during its
last three years.

          (11)  Environmental Regulation.  Compliance with federal,
state and local environmental law provisions does not have any
material effect on the capital expenditures, earnings and
competitive position of the Company.

          (12)  Employees.  As of February 27, 1996, the Company
had 19 employees, all of whom are full time employees.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's executive offices are located in approximately
12,000 square feet of office space in Aurora, Colorado under a
lease expiring in April 2000 with a base rental currently at
approximately $12,300 per month and rising to approximately $13,300
per month by the end of the term.  The offices are in good
condition.

ITEM 3.  LEGAL PROCEEDINGS

     Irwin Jacobs v. Pak Mail Centers of America, Inc. and South
Florida Realprop, Inc. d/b/a/ Pak Mail Centers of America Southern
Region, Civil Action, File No. 95A4565-4, Cobb County, Georgia.
The complaint alleges wrongdoing on the part of the Company
regarding the termination of plaintiff s franchise agreement by the
Company.  Additionally, plaintiff alleges that South Florida
Realprop, Inc. ( SFRP ) provided plaintiff with certain equipment
that SFRP did not have title to, that SFRP and PMCA somehow
inappropriately diverted potential buyers of plaintiff s franchise,
that SFRP and the Company somehow deceived plaintiff into
surrendering possession of his franchise and then inappropriately
operated the franchise under his business license, that SFRP and
PMCA wrongfully sold plaintiff s terminated franchise and did not
account to plaintiff or turn over proceeds, and that
misrepresentations were made to the purchaser of the franchise
respecting plaintiff s operation of the franchise.  Plaintiff seeks
$60,000 of compensatory damages and $150,000 of punitive damages,
as well as costs, interest and attorneys  fees.  The case was
removed by the Company to the United States District Court for the
Northern District of Georgia on August 29, 1995 and now bears a
Civil Action No. of 1 95-CV-2190-RLV.  Contemporaneously with
removal of the action, the Company filed a Motion to Stay the
Proceedings Pending Arbitration, which was granted on January 29,
1996. The Company intends to contest vigorously any arbitration
filed by Jacobs.
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of the Company's
security holders.


                                  PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     (a)  Market Information.

     The Company's common stock is sporadically traded in the over-
the-counter market.  During fiscal 1995 and 1994 there was no
established trading market for the Company's common stock, and the
Company has been unable to obtain reliable information as to quoted
prices with respect to the common stock.

     (b)  Holders.

     As of January 12, 1996, the Company had 1,197 holders of
record of its $0.001 par value common stock.

     (c)  Dividends.

     The Company has not declared cash dividends on its common
stock in the last two years and the Company does not anticipate
paying any cash dividends in the foreseeable future.


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION OR PLAN OF OPERATION


Liquidity and Capital Resources

     The Company experienced cash flow deficiencies from operating
activities of $280,912 during fiscal 1995 compared to $558,911
during fiscal 1994.  During fiscal 1995 the deficiency was financed
by the existing cash balance the Company maintained at the
beginning of the year and by increased payments received by the
Company on notes receivable.  During fiscal 1994 the deficiency was
financed through a portion of the proceeds from the issuance of 500
shares of the Company's Series B Preferred Stock to D.P. Kelly &
Associates, L.P., an affiliate of the Company's majority
stockholder, Pak Mail Investment Partnership L.P. ("PMIP"), for the
total price of $500,000.

     Working capital decreased $187,688 to negative $67,329 at
November 30, 1995.  The main contributors were an increase in trade
accounts payable of $125,723 and a decrease in cash of $103,533.
The Company believes that its relationships with trade vendors are
excellent and that the Company s working capital position will not
adversely affect its ability to operate in the ordinary course.  On
February 14, 1996, D.P. Kelly & Associates lent $50,000 to the Company.
D.P. Kelly & Associates has agreed to lend an additional $50,000 to
the Company, if so requested by the Company.

<PAGE>
     At November 30, 1995 the average age of accounts receivable
was approximately 71 days.  Accounts receivable relate primarily to
royalties from franchisees and sales of equipment, supplies and
services.  Royalties are payable on a monthly basis and invoices
for equipment, supplies and services are payable within 30 days.
The Company continues to take an aggressive approach to managing
accounts receivable and reducing the average age by implementing
a proactive collection system and hiring the personnel to maintain
it.

     During fiscal 1995 the Company accomplished its goal of
achieving profitability.  The Company s $630,572 turnaround was a
result of increased franchise sales and royalty revenues from its
franchisees combined with a reduction in its fixed operating
expenses.  In fiscal 1996, the Company expects to continue its
strategy of increasing franchise sales and royalty revenues without
increasing its fixed operating expenses.

Results of Operations

     The Company recorded a profit of $2,096 in fiscal 1995
compared to a loss of $628,476 in fiscal 1994.  The $630,572
increase was attributable to an increase in revenues (up 21.7% from
$3,170,997 to $3,858,408) partially offset by an increase in costs
and expenses (up 1.5% from $3,799,473 to $3,856,312).


The $687,411 increase in revenues during fiscal 1995 is primarily
attributable to increases in individual franchise fees
(up 35.2% from $678,400 to $917,210), area representative fees (up
120.8% from $147,274 to $325,177), royalties from franchisees (up
13.8% from $1,335,715 to $1,520,629), and sales of equipment,
supplies and services (up 11.2% from $920,190 to $1,023,264).

     The $238,810 increase in individual franchise fees represents
more sales recognized during fiscal 1995 compared to fiscal 1994
and a differing mix of per franchise revenue recognition.  The
Company awarded 51 and 46 individual franchises during fiscal 1995
and 1994, respectively.  In fiscal 1994 the Company recognized
revenue on 38 of the 46 individual franchises awarded.  In fiscal
1995 the Company recognized revenue on 43 of the 51 individual
franchises awarded.  In addition, the revenue from five individual
franchises awarded and deferred in 1994, was recognized in fiscal
1995.  There were eight individual franchises awarded but deferred
as of November 30, 1995.

     The $177,903 increase in area representative fees represents
four domestic awards and one international award during fiscal 1995
compared to one domestic and one international award during fiscal
1994.  In addition the Company amortized more deferred area
representative fees during fiscal 1995 than in fiscal 1994.

     The $184,914 increase in royalties from franchisees is due to
an increase in the average sales volume per store and the number of
stores open and operating throughout the year.
<PAGE>
     The $103,074 increase in sales of equipment, supplies and
services primarily relates to the increase in the number of new
stores opened in fiscal 1995.

     The $56,839 increase in costs and expenses is primarily
attributable to increases in cost of sales of equipment, supplies
and services (up 14.1% from $782,568 to $892,654), commissions on
franchise sales (up 27.6% from $347,469 to $443,219), royalties
paid to area franchisees (up 26.1% from $278,790 to $351,663),
offset by a decrease in other selling, general and administrative
expenses (down 10.1% from $2,105,664 to $1,892,556).

     The $110,086 increase in cost of sales of equipment, supplies
and services primarily relates to the increase in the number of new
stores opened in fiscal 1995.

     The $95,750 increase in commissions is due primarily to the
increase in the individual franchise sales recognized during fiscal
1995.

     The $72,873 increase in royalties paid to area franchisees is
due primarily to the higher proportion of stores operating within
area franchisee regions during fiscal 1995 compared to fiscal 1994.

     The $213,108 decrease in other selling, general and
administrative expenses was primarily due to the elimination of the
two regional offices the Company maintained during fiscal 1994 and
a decrease in legal fees.  The decrease resulting from the
elimination of the regional offices represents primarily personnel
costs, travel expenses, office rent and consulting costs.

ITEM 7.  FINANCIAL STATEMENTS

     See Financial Statements in this report following the
signature page.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

     On December 15, 1993, the Company notified KPMG Peat Marwick
of its dismissal as principal independent accountants for the
Company.  On the same date, the Company notified Ehrhardt Keefe
Steiner & Hottman PC of its appointment as the Company's principal
independent accountants.  In connection with the audits for the
four fiscal years ended November 30, 1993 and the interim periods
since the fiscal year ending November 30, 1989, there have been no
disagreements between the Company and KPMG Peat Marwick on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG Peat Marwick, would have
caused it to make reference in connection with its reports to the
subject of the disagreements.  None of the reports of KPMG Peat
Marwick on the Company's financial statements for any of the four
fiscal years ended November 30, 1993 contained an adverse opinion
or a disclaimer of opinion or was qualified as to uncertainty,
audit scope, or accounting principles.  The decision to change
principal independent accountants was made by the Company's Board
of Directors.  A copy of the letter provided by KPMG Peat Marwick
to the Company and addressed to the Securities and Exchange
Commission is incorporated by reference in the exhibits hereto.
<PAGE>
                                 PART III

ITEM 9.   DIRECTORS; EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
          ACT.

     (a) Identification of Directors and Executive Officers.

     The present term of office of each director will expire at the
next annual meeting of shareholders.  The executive officers of the
Company are elected annually at the first meeting of the Company's
Board of Directors held after each annual meeting of shareholders.
Each executive officer shall hold office until his successor
is duly elected and qualified or until his resignation or until he
shall be removed in the manner provided by the Company's Bylaws.
The name, position with the Company, the age of each director and
executive officer, and the period during which each has served are
as follows:
                                           Principal Occupation
Name, Age and Position    Director or        During the Last
in the Company            Officer Since        Five Years

John E. Kelly, 55        September, 1989   Executive officer
(President, Chief                          of the Company
 Executive Officer                         since September, 1989.
 and Director)

P. Evan Lasky, 54        March, 1988       Executive officer of
(Executive Vice                            the Company since
 President and Chief                       March, 1988.
 Operating Officer)

Raymond S. Goshorn, 37   December, 1988    Executive officer of
(Chief Financial                           the Company since
 Officer, Treasurer                        December, 1988.
 and Secretary)

J. S. Corcoran, 52       September, 1989   Executive officer of
(Director)                                 D.P. Kelly &
                                           Associates L.P., a firm
                                           offering management
                                           services, since
                                           November, 1988;
                                           executive officer of
                                           Envirodyne Industries,
                                           Inc., a manufacturer of
                                           food packaging and food
                                           service supplies, since
                                           June, 1989.
<PAGE>
John W. Grant, 71        September, 1989   Retired since
(Director)                                 September, 1987.


F. Edward Gustafson, 54  September, 1989   Executive officer
(Director)                                 of D.P. Kelly &
                                           Associates L.P., a firm
                                           offering management
                                           services, since
                                           November, 1988;
                                           executive officer of
                                           Envirodyne Industries,
                                           Inc., manufacturer of
                                           food packaging and food
                                           service supplies, since
                                           June, 1989; director of
                                           Envirodyne Industries,
                                           Inc. since December
                                           1993; executive officer
                                           of Viskase Corporation,
                                           a wholly-owned
                                           subsidiary of Envirodyne
                                           Industries, Inc., from
                                           February, 1990 to
                                           August, 1993.

William F. White, 65     September, 1989   Executive officer
(Director)                                 of Whitnell & Co., an
                                           investment advisory
                                           firm, since January,
                                           1988; executive officer
                                           of Donegal, Inc., an
                                           investment management
                                           firm, since January,
                                           1991.

     (b)  Identification of Certain Significant Employees.

     Not Applicable.

     (c)  Family Relationships.

     Not Applicable.
<PAGE>
     (d)  Involvement in Certain Legal Proceedings.

     J.S. Corcoran is an executive officer and F. Edward Gustafson
is an executive officer and a director of Envirodyne Industries,
Inc. ("Envirodyne").  On January 7, 1993, Envirodyne and its major
domestic subsidiaries filed voluntary petitions pursuant to Chapter
11 of the United States Bankruptcy Code.   On December 31, 1993,
Envirodyne consummated a plan of reorganization and emerged from
bankruptcy.

     (e)  Compliance With Section 16(a) of the Exchange Act.  Based
solely upon a review of Forms 3 and 4, if any, and amendments
thereto furnished to the Company during the year ended November 30,
1995 and Forms 5 and amendments thereto furnished to the Company
with respect to the year ended November 30, 1995, and upon written
representations, if any, submitted to the Company by the directors
and officers of the Company, no person who, at any time during the
year ended November 30, 1995, was a director, officer or beneficial
owner of more than ten percent of the Company's common stock failed
to file on a timely basis reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, during the year end
November 30, 1995.

ITEM 10.  EXECUTIVE COMPENSATION

     Cash Compensation.

     The following table shows all cash compensation paid by the
Company for services rendered during the fiscal years ended
November 30, 1995, November 30, 1994 and November 30, 1993 to the
chief executive officer of the Company (there were no other
executive officers whose annual salary and bonus exceeded $100,000):
<TABLE>
                        SUMMARY COMPENSATION TABLE
<CAPTION>
Name and
Principal           Fiscal                          Other Annual
Position             Year      Salary      Bonus    Compensation
<S>                  <C>      <C>         <C>          <C>
John E. Kelly        1995     $120,000    $21,895<F1>  $7,980<F2>
President and
Chief Executive      1994     $114,600    $32,151<F1>  $7,980<F2>
Officer
                     1993     $110,250    $31,500<F1>  $7,980<F2>
________________
<FN>
<F1> Bonus was paid in the fiscal year indicated but with respect
     to performance in the prior fiscal year.

<F2> The amount for each of fiscal 1995, 1994 and 1993 consists of
     a $4,800 car allowance and $3,180 of country club dues.

</TABLE>

<PAGE>
     Option/SAR Grants.  The Company maintains no stock option
plan or other plan providing for stock or SAR grants.  Pursuant to
a Stock Purchase Agreement dated as of July 15, 1990 (the "Stock
Purchase Agreement"), the Company has agreed to issue and sell, and
Mr. Kelly has agreed to purchase, 4,000 shares of the Company's
common stock at a price of $2.75 per share on July 15 of each of
the years 1990 through 1994.  To date, with the most recent
purchase in December 1992,  Mr. Kelly has purchased 12,000 shares
under the Stock Purchase Agreement at an aggregate price of
$33,000.

     Compensation of Directors--Standard Arrangement.

     Members of the Board of Directors, other than members who are
also officers of the Company, are entitled to receive a fee of
$2,000 per year and $250 for each attended meeting of the Board of
Directors.  In practice, the Company has not paid directors' fees.


     Compensation of Directors--Other Arrangements.

     Not applicable.

     Termination of Employment and Change of Control Arrangements.

     Not applicable.


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

     (a)  Security Ownership of Certain Beneficial Owners.
<TABLE>
     The following persons are the only persons known to the
Company who on February 27, 1996, owned beneficially more than 5%
of the Company's $0.001 par value common stock, its only class of
outstanding voting securities:
<CAPTION>
Name and Address of        Amount and Nature of         Percent
Beneficial Owner           Beneficial Ownership<F1>    of Class
<S>                              <C>                     <C>
Pak Mail Investment              1,800,000               60.2%
 Partnership L.P.
701 Harger Road, Suite 190
Oak Brook, Illinois 60521

Janie M. D'Addio                   188,833 <F2>            6.3%
c/o Security Manufacturing
  Corporation
815 S. Main Street
Grapevine, Texas  76051
__________
<FN>
<F1>  Beneficial owners listed have sole voting and investment
power with respect to the shares shown unless otherwise indicated.

<F2>  Information with respect to Ms. D'Addio's common stock
is given to the best of the Company's knowledge.
</TABLE>

<PAGE>
     (b)  Security Ownership of Management.
<TABLE>
     The following table shows as of February 27, 1996, the shares
     of the Company's $0.001 par value common stock beneficially owned
     by each director, each executive officer and by all the executive
     officers and directors as a group:
<CAPTION>
                           Amount and Nature      Percent
Name of Holder        of Beneficial Ownership    Of Class
<S>                              <C>              <C>
J. S. Corcoran                     1,000 <F1>      *   <F4>

Raymond S. Goshorn                 1,000           *   <F4>

John W. Grant
  800
 (2)   (4)

F. Edward Gustafson               20,000 <F1><F3>  *   <F4>

John E. Kelly                     12,000           *   <F4>

William F. White                   2,000           *   <F4>

All directors and
 officers as a group
 (7 persons)                      36,800 <F1>       1.2%

<FN>
<F1> Excludes 1,800,000 shares of common stock owned by PMIP.
     Mr. Corcoran and Mr. Gustafson are officers, directors and
     shareholders of Wexford Corporation, which exercises control
     over PMIP, and therefore may be deemed to have the ability to
     vote or dispose of securities owned by PMIP.  Messrs.
     Corcoran and Gustafson disclaim beneficial ownership of the
     shares of common stock owned by PMIP.

<F2> Shares owned jointly by Mr. Grant and his wife.

<F3> Includes 6,000 shares of common stock owned by Mr.
     Gustafson's children, for whom he acts as custodian.

<F4> Less than 1%.
</TABLE>

     (c)  Changes in Control.  Not applicable.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a)(b)  Transactions With Management and Others and Certain
Business Relationships.

     During the course of fiscal 1994, D.P. Kelly & Associates,
L.P., an affiliate of PMIP of which Mr. Corcoran and Mr. Gustafson
are officers and limited partners ("D.P. Kelly & Associates"), made
cash advances to the Company in the aggregate amount of $500,000.
On November 30, 1994, the Company discharged the $500,000
obligation through the issuance of 500 shares of its Series B
Preferred Stock.  The Series B Preferred Stock has a liquidation
preference of $1,000 per share and carries an annual dividend rate
<PAGE>
of 8%.  The dividends are cumulative, with the timing of payment
dependent on the Company meeting certain earnings requirements.
The Series B Preferred Stock ranks senior to the Company's common
stock and on a parity with the Company s Series A Preferred Stock.

     The Company purchases mailboxes from Security Manufacturing
Corporation ("Security") for resale to the Company's franchisees.
Security is controlled by Janie M. D'Addio.  During fiscal 1995 and
fiscal 1994, the Company made purchases in the total
amounts of $90,120 and $61,037, respectively, from Security.

     (c)  Parent Companies.  PMIP owns a controlling interest in
the Company through its ownership of 1,800,000 shares of common
stock, representing approximately 60.2% of the outstanding common
stock.

     (d)  Transactions With Promotors.   Not applicable.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

     (3).(i)   Articles of Incorporation.

     (3)(b)    Bylaws incorporated by reference to Exhibit (3)(b)
               of the Company's Annual Report on Form 10-K dated
               March 13, 1992.

     (10)(a)   Letter from the Company to John E. Kelly dated
               September 14, 1989 incorporated by reference to
               Exhibit (10)(a) of the Company's Annual Report on
               Form 10-K dated February 27, 1990.

     (10)(b)   Form of presently used Area Developer Agreement
               incorporated by reference to Exhibit 10(b) of the
               Company s Annual Report on Form 10-K dated January
               23, 1995.

     (10)(c)   Form of presently used Individual Franchise Agree-
               ment incorporated by reference to Exhibit 10(c) of
               the Company s Annual Report on Form 10-K dated
               January 23, 1995.

     (10)(d)   Agreement dated June 19, 1985, as amended August
               4, 1989, by and between Security Manufacturing
               Corporation and the Company incorporated by
               reference to Exhibit (10)(f) of the Company's
               Annual Report on Form 10-K dated February 27,
               1990.

     (10)(e)   Pak Mail Centers of America, Inc. Management
               Incentive Plan for Fiscal Year 1995.

     (10)(f)   Pak Mail Centers of America, Inc. Management
               Incentive Plan for Fiscal Year 1994 incorporated
               by reference to Exhibit (10)(f) of the Company's
               Annual Report on Form 10-K dated January 23, 1995.
<PAGE>
(16)
          Letter of KPMG Peat Marwick regarding change in
          certifying accountant incorporated by reference to
          Exhibit 16 of the Company's Form 8-K dated
          February 4, 1994.

     (21)      Subsidiaries of the Issuer.

     (b)  8-K Reports.

               None.

<PAGE>
                                SIGNATURES

     Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Issuer duly has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


          Dated:   February 27, 1996.

                   PAK MAIL CENTERS OF AMERICA, INC.
                   a Colorado corporation



                   By: /s/  John E. Kelly
                      John E. Kelly, President and
                      Chief Executive Officer



                   By:/s/ Raymond S. Goshorn
                      Raymond S. Goshorn, Chief Financial
                      Officer, Treasurer and Secretary

     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 Issuer and in the capacities and on the dates
indicated:

Date                          Name and Title      Signature


February 27, 1996            J. S. Corcoran        /s/ J. S. Corcoran
                               Director


February 27, 1996            John W. Grant         /s/ John W. Grant
                               Director


February 27, 1996            F. Edward Gustafson   /s/ F.Edward Gustafson
                               Director


February 27, 1996            John E. Kelly         /s/ John E. Kelly
                               Director

<PAGE>

              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

Financial Statements and
Independent Auditors' Report
November 30, 1995 and 1994

<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                Index to Consolidated Financial Statements
                                                                  Page


Independent Auditors' Report                                      F - 1

Financial Statements

    Consolidated Balance Sheets - November 30, 1995 and 1994      F - 2

    Consolidated Statements of Operations - For the Years Ended
     November 30, 1995 and 1994                                   F - 3

    Consolidated Statements of Stockholders' Equity - For the
     Years Ended November 30, 1995 and 1994                       F - 4

    Consolidated Statements of Cash Flows - For the Years Ended
     November 30, 1995 and 1994                                   F - 5

Notes to Consolidated Financial Statements                        F - 6

<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

                      INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
Pak Mail Centers of America, Inc. and Subsidiary
Aurora, Colorado


We have audited the accompanying consolidated balance sheets
of Pak Mail Centers of America, Inc. and Subsidiary as of
November 30, 1995 and 1994, and the related consolidated
statements of operations, changes in stockholders' equity,
and cash flows for the years then ended.  These consolidated
financial statements are the responsibility of the
Companies' management.  Our responsibility is to express an
opinion on these consolidated financial statements based on
our audits.

We conducted our audits in accordance with generally
accepted auditing standards.  Those standards require that
we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free
of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the consolidated financial statements.  An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects,
the financial position of Pak Mail Centers of America, Inc.
and Subsidiary as of November 30, 1995 and 1994, and the
results of their operations, and their cash flows for the
years then ended, in conformity with generally accepted
accounting principals.





    Ehrhardt Keefe Steiner & Hottman PC

January 11, 1996
Denver, Colorado

                               F - 1
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                             Consolidated Balance Sheets

<CAPTION>

                                                           November 30,
                                                      1995            1994
                                     Assets
<S>                                             <C>            <C>
Current assets
    Cash and cash equivalents                   $    54,299    $     157,832
    Accounts receivable, net of allowance
    of $161,000 (1995) and $153,000 (1994)          335,377          306,246
    Inventories                                      46,438           26,783
    Prepaid expenses and other current assets        40,918           28,848

            Total current assets                    477,032          519,709

Property and equipment, net of accumulated
depreciation (Note 2)                                53,542           70,921

Other assets
    Notes receivable, net (Note 3)                  805,585          646,922
    Investments in assets held for sale
        Operating                                       -             78,424
        Non-operating                                33,921           23,037
    Deposits and other                               54,116           73,688
    Deferred franchise costs, net of accumulated
    amortization of $5,347 (1995) and $0 (1994)     141,258           63,638

            Total other assets                    1,034,880          885,709

                                             $    1,565,454    $   1,476,339

Liabilities and Stockholders' Equity
Current liabilities
    Current portion of long-term
    debt (Note 4)                             $      31,242    $      21,084
    Trade accounts payable                          360,990          235,267
    Accrued commissions                              30,021           22,800
    Other accrued expenses                           89,791           83,443
    Deposits from franchisees                           -              7,500
    Due to advertising fund (Note 6)                 32,317           29,256
            Total current liabilities               544,361          399,350

Deferred revenue                                    649,351          664,891

Deferred rent                                           -              4,928

Long-term debt (Note 4)                              13,762           51,286

Commitments (Notes 6, 9 and 10)

Stockholders' equity (Note 5)
    Series A redeemable preferred stock,
    $1,000 par value; 8%  cumulative; 1,500
    shares authorized; 1,216.668 shares issued
    and outstanding (liquidation preference
    $1,626,268 - 1995)                            1,216,668          1,216,668
    Series B redeemable preferred stock,
    $1,000 par value; 8%  cumulative; 1,000
    shares authorized; 1,000 shares issued and
    outstanding (liquidation preference
    $1,120,000 - 1995)                            1,000,000          1,000,000
    Common stock, $.001 par value; 200,000,000
    shares authorized, 2,989,483 shares issued
    and outstanding                               2,989,483          2,989,483
    Additional paid-in capital                    5,026,453          5,026,453
    Accumulated deficit                          (6,888,131)        (6,890,227)

            Total stockholders' equity              357,980            355,884

                                              $   1,565,454     $    1,476,339
<FN>
See notes to consolidated financial statements.
</TABLE>

                                    F - 2
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                              Consolidated Statements of Operations

<CAPTION>
                                                       For the Years Ended
                                                            November 30,
                                                     1995                1994
<S>                                           <C>               <C>
Revenue
    Royalties from franchisees                $   1,520,629     $    1,335,715
    Sales of equipment, supplies, and services    1,023,264            920,190
    Individual franchise fees                       917,210            678,400
    Area franchise fees, net                        325,177            147,274
    Gain on investment in assets held for sale         -                 8,222
    Interest income                                   8,972              6,023
    Other                                            63,156             75,173
                                                  3,858,408          3,170,997
Costs and expenses
    Selling, general, and administrative          1,892,556          2,105,664
    Cost of sales of equipment, supplies
    and services (Note 7)                           892,654            782,568
    Commissions on franchise sales                  443,219            347,469
    Royalties paid to area franchisees              351,663            278,790
    Advertising                                     172,985            186,503
    Loss on investment in assets held for resale     45,240             52,511
    Depreciation and amortization                    50,620             41,950
    Interest                                          7,375              4,018

                                                  3,856,312          3,799,473

Net income (loss)                             $       2,096     $     (628,476)

Net income (loss) per common share            $         *       $         *

Weighted average number of common
shares outstanding                                2,989,483     $    2,989,483

    *    Amount less than $.01 per share.

<FN>
See notes to consolidated financial statements.
</TABLE>
                                    F - 3
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                                                 Consolidated Statement of Stockholders' Equity
                                                 For the Years Ended November 30, 1995 and 1994
<CAPTION>

                                 Preferred Stock      Preferred Stock                        Additional                 Total
                                    Series A             Series B           Common Stock      paid-in    Accumulated  Stockholders'
                               Shares    Amount     Shares    Amount     Shares    Amount     Capital     Deficit       Equity
<S>                         <C>        <C>          <C>    <C>         <C>        <C>      <C>          <C>           <C>
Balance, November 30, 1993  1,216.668  $ 1,216,668    500  $  500,000  2,989,483  $ 2,990  $ 5,026,453  $(6,261,751)  $ 484,360

    Issuance of Series B
    preferred stock to
    D.P. Kelly & Associates
    (Note 5)                    -            -        500     500,000       -         -           -            -        500,000

    Net loss                    -            -         -         -          -         -           -        (628,476)   (628,476)

Balance, November 30, 1994  1,216.668    1,216,668  1,000   1,000,000  2,989,483    2,990    5,026,453   (6,890,227)    355,884

    Net income                  -            -         -         -           -        -           -           2,096       2,096

Balance, November 30, 1995  1,216.668  $ 1,216,668  1,000  $1,000,000  2,989,483  $ 2,990  $ 5,026,453  $(6,888,131)  $ 357,980
<FN>
See notes to consolidated financial statements.
</TABLE>
                                    F - 4
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY

<TABLE>
                           Consolidated Statements of Cash Flows
<CAPTION>
                                                        For the Years Ended
                                                             November 30,
                                                      1995               1994
<S>                                            <C>               <C>
Cash flows from operating activities
    Net income (loss)                          $    2,096        $    (628,476)
    Adjustments to reconcile net income
    (loss) to net cash from operating activities -
        Depreciation and amortization              50,620               41,950
        Provision for loss on accounts receivable   8,000              (25,935)
        Provision for loss on notes receivable     (1,358)              (3,231)
        Net loss on investment in assets held
        for sale                                   45,240               44,289
        Discount on notes receivable               (3,256)               9,769
        Deferred revenue, net                    (155,540)              19,404
        Deferred rent                              (4,928)             (12,000)
        Deferred franchise costs                  (82,967)              12,371
        Franchise fee revenue financed through
        notes receivable                         (203,726)            (160,145)
        Franchise fee revenue recognized on sale of assets held for sale            (19,950)            -
        Changes in operating assets and liabilities -
            Accounts receivable                   (37,131)              (6,274)
            Inventories                           (19,655)              21,850
            Prepaid expenses and other
            current assets                        (12,070)              47,718
            Deposits and other                     18,860              (12,879)
            Trade accounts payable                125,723              (11,937)
            Accrued expenses                       13,569               98,109
            Deposits from franchisees              (7,500)                 -
            Due to advertising fund                 3,061                6,506

                                                 (283,008)              69,565
                Net cash (used by)
                operating activities             (280,912)            (558,911)

Cash flows from investing activities
    Capital expenditures                          (27,182)             (59,767)
    Purchase/additions of assets held for sale    (34,750)            (229,641)
    Proceeds from sale of assets held for sale     25,000              200,500
    Payments on notes receivable                  241,677              114,145
                Net cash provided by
                investing activities              204,745               25,237

Cash flows from financing activities
    Payments on long-term debt                    (27,366)             (13,926)
    Issuance of note payable                           -               500,000
                Net cash (used in) provided
                by financing activities           (27,366)             486,074


Net (decrease) in cash and cash equivalents      (103,533)             (47,600)

Cash and cash equivalents, beginning of year      157,832              205,432

Cash and cash equivalents, end of year         $   54,299        $     157,832
<FN>
See notes to consolidated financial statements.
</TABLE>
                                    F - 5
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY


Supplemental disclosure of cash flow information -
    Cash paid during the year for interest $7,375 (1995) and $4,018 (1994).

Supplemental schedule of non-cash investing and financing
activities:
    During the year ended November 30, 1995, pursuant to
the resale of two franchises, notes receivable of $52,000
were issued.
    At November 30, 1995 and 1994, $140,000 and $320,844 of
notes receivable additions are included in deferred revenue,
respectively.
    During the year ended November 30, 1994, pursuant to
the purchase of a franchise held for sale, the Company
assumed a note payable of $31,836.
    During the year ended November 30, 1994, $26,128 of
notes receivable were written off against deferred revenue.

    During the year ended November 30, 1994, pursuant to
the resale of a franchise, a note receivable in the amount
of $34,227 was reclassified to assets held for sale.
    During the year ended November 30, 1994, the Company
issued 500 shares of Series B preferred stock in
satisfaction of a $500,000 note payable.

                                    F - 6
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting
Policies

Organization

Pak Mail Centers of America, Inc. was incorporated in
Colorado in 1984 and is engaged in the business of
marketing, franchising, and owning Pak Mail Retail and
Service Centers which specialize in custom packaging of
items to be mailed or shipped throughout the United States
and Mexico.


The consolidated financial statements include the accounts
of Pak Mail Centers of America, Inc. and its wholly owned
subsidiary, Pak Mail Crating and Freight Service,
collectively referred to as the Company.  All significant
intercompany transactions and balances have been eliminated
in consolidation.

<TABLE>
The following table summarizes the number of domestic Pak
Mail Retail and Service Centers in operation during the last
two fiscal years:
<CAPTION>
                                                            November 30,
                                                          1995          1994
<S>                                                        <C>           <C>
Domestic franchises:
    Franchise centers in operation                         249           220
    Company operated service centers in operation           -              2
    Rights to franchise centers sold and not in operation   14            26

                                                           263           248
</TABLE>
As shown in the accompanying consolidated financial
statements, the Company realized net income of approximately
$2,100 and a net loss of approximately $628,000, for the
years ended November 30, 1995 and 1994, respectively.  The
Company has sought and received assurances from an affiliate
of the majority stockholder of the Company as to its
financial ability and intent to provide ongoing financial
support so as to enable the Company to continue as a going
concern through November 30, 1996.

Cash and Cash Equivalents

The Company considers cash on hand and investments with
original maturities of three months or less to be cash
equivalents.

Inventories

Inventories consist of equipment and supplies held for
resale to franchisees for use at their store locations or
held at corporate owned stores for resale to the public and
are stated at the lower of cost (determined on the first-in,
first-out method) or market.

                                    F - 7
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
Note 1 - Organization and Summary of Significant Accounting
Policies (continued)

Property and Equipment

Property and equipment is stated at cost.  Depreciation is
computed using the straight-line method over an estimated
useful life of three years.

Investments in Assets Held for Sale

Investments in assets held for sale are stores which have
been repurchased from franchisees or built-out by the
Company and stated at cost which management believes
approximates, or is lower than, market.

Franchise Fee Revenue Recognition

The Company has awarded franchise rights under the following
franchise agreements:

 . Individual franchise agreement - Right to operate one
store at a location to be determined.  Franchise fees are
payable in cash or notes upon execution of agreement.


 . Area franchise agreement - Right to develop stores within
a specified geographic area.  Area franchise fee (based upon
estimated development potential of area) is payable in cash
and notes upon execution of agreement.  Upon awarding of
individual franchises within the franchise area, the Company
typically receives 60% of the individual franchise fee and
the area developer receives 40%.  The area developer
receives 50% to 60% of the royalties from individual
franchisees within the area.

 . Area director marketing agreement - Right to market and
sell franchises within a specified geographic region.  The
marketing fee is payable in cash and notes upon execution of
agreement.  Upon selling of individual franchises within the
area, the Company typically receives 60% of the individual
franchise fee and the area director receives 40%.  The area
director receives 50% of the royalties from individual
franchisees within the area.

Individual franchise fees outside a developer area are
recognized as revenue when all material services and
conditions relating to the sale have been substantially
performed by the Company and the franchise has commenced
operations.

Domestic area franchise fees are deferred and recognized as
revenue on a straight-line basis as the stores within the
area are opened or upon completion of the initial training
program depending on the terms of the agreement.  Individual
franchise fees within a domestic developer area are
recognized as revenue when all material services and
conditions relating to the sale have been substantially
performed by the Company, principally site selection and
training.

                                    F - 8
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting
Policies (continued)

Franchise Fee Revenue Recognition (continued)

Area director marketing fees are recognized as income upon
completion of the initial training to the area director and
collection of the marketing fee.  The Company has the option
to terminate the agreement before training is completed at
which time the marketing fee is refundable.


During 1993, the Company began offering foreign area
franchises outside of the United States of America.  Foreign
area franchise fees are deferred and recognized as revenue
upon completion of all material services to the developer
which is initial training to the area developer and
collection of notes receivable is assured beyond a
reasonable doubt.  Individual franchise fees within a
foreign developer area are recognized as revenue upon
receipt as all material services to the franchise are
performed by the foreign area developer.

Incremental development costs are deferred, but not in
excess of the deferred revenue and are expensed when the
revenue is recognized.

Royalties From Franchisees

Royalties from franchisees are based upon a percentage of
each franchisee's sales and are recognized based upon
reported sales activity by each franchisee.

Net Income (Loss) Per Common Share

Income (loss) per common share is determined by dividing net
income (loss) applicable to common stock by the weighted
average number of common shares outstanding during the year.
Common stock equivalents have been excluded as their effect
would be anti-dilutive.

Income Taxes

The Company recognizes deferred tax liabilities and assets
for the expected future tax consequences of events that have
been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial
statements and tax basis of assets and liabilities using the
enacted tax rates in effect for the year in which the
differences are expected to reverse.  The measurement of
deferred tax assets is reduced, if necessary, by the amount
of any tax benefits that, based on available evidence, are
not expected to be realized.

Deferred Franchise Costs

Costs related to the development of the franchise operations
are capitalized and amortized over the expected period of
benefit of seven years.  These costs are primarily comprised
of costs incurred to develop the franchise documents.

                                    F - 9
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 1 - Organization and Summary of Significant Accounting
Policies (continued)

Concentration of Credit Risk

Financial instruments which potentially subject the Company
to concentrations of credit risk consist of cash and cash
equivalents, and accounts and notes receivable from
franchisees, area developers and marketing directors.  The
Company places its temporary cash investments in high credit
quality financial institutions.  To reduce credit risk, the
Company reserves the right to terminate franchise agreements
for non-payment of amounts owed.  Additionally, at November
30, 1995, $438,125 of notes receivable are offset by
comparable amounts in deferred revenue.

Use of Estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues
and expenses during the reporting period.  Actual results
could differ from those estimates.


Note 2 - Property and Equipment
<TABLE>

Equipment consists of the following:
<CAPTION>
                                                     November 30,
                                               1995               1994
<S>                                    <C>                 <C>
Office equipment                       $    228,604        $    206,333
Furniture and fixtures                      143,046             138,135
                                            371,650             344,468
Less accumulated depreciation              (318,108)           (273,547)

                                       $    53,542          $    70,921
</TABLE>

                                    F - 10
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 3 - Notes Receivable

Notes receivable consist of franchise fees and area
developer fees financed by the Company.  The notes are
collateralized by the underlying franchise agreements and by
essentially all of the franchisees' assets incidental to the
operation of the franchise center and the majority of the
notes are personally guaranteed by the owners of each
franchise.  Notes receivable consist of the following:
<TABLE>
<CAPTION>

                                                           November 30,
                                                      1995            1994
<S>                                            <C>               <C>
Non-interest-bearing notes; interest
imputed at 8%, net of unamortized
discounts of $6,513 and $9,768 at
November 30, 1995 and 1994, respectively.      $    463,936      $    594,477

Interest-bearing notes; interest
rates from 8% to 12.5%                              377,646            89,800

                                                    841,582           684,277
    Less allowance for doubtful collections         (35,997)          (37,355)

                                               $    805,585      $    646,922

</TABLE>
Notes receivable include $438,125 of financed franchise fees
and area developer fees which are included in deferred
revenue.  It is the Company's policy not to impute interest
on these notes until the earnings process is complete.
Included in these notes are financed area developer fees
whose maturities are based upon the expected opening of
franchises within the area.

Future minimum principal payments to be received pursuant to
the notes are as follows:
<TABLE>
<CAPTION>

    Year Ending November 30,
    <S>         <C>
    1996        $    307,828
    1997             207,304
    1998             208,405
    1999             113,710
    2000               4,335

                $    841,582
</TABLE>
At the time the notes receivable are executed, the Company
reserves an allowance for doubtful collections.  The
provision for uncollectible amounts is continually reviewed
and adjusted to maintain the allowance at a level considered
adequate to cover future losses.  The allowance is
management's best estimate of uncollectible amounts and is
determined based on historical performance of the notes
which is tracked by the Company on an ongoing basis.  The
losses ultimately incurred could differ materially in the
near term from the amounts estimated in determining the
allowance.

                                    F - 11
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 4 - Long-Term Debt
<TABLE>
<CAPTION>
                                                         November 30,
                                                   1995              1994
<S>                                          <C>                <C>
Unsecured note payable, stated interest
at 3%, net of unamortized discounts of
$3,008 and $5,780 at November 30, 1995
and 1994, respectively.  Due in annual
principal and interest installments
through October 1997.
                                             $    45,004        $    42,232

Note payable, paid in full during
fiscal year 1995.                                    -               30,138

                                                  45,004             72,370

    Less current portion                         (31,242)           (21,084)

The allowance for doubtful collections       $    13,762        $    51,286
</TABLE>
<TABLE>

Maturities of long-term debt are as follows:
<CAPTION>
    Year Ending November 30,
    <S>         <C>
    1996        $    31,242
    1997             13,762

                $    45,004
</TABLE>

Note 5 - Stockholders' Equity

In January, 1995, the Board of Directors approved a 1:50
reverse stock split.  All references in the accompanying
consolidated financial statements to the number of shares
and per share amounts for all periods presented have been
restated to reflect the reverse stock split.

Dividends on the Series A and Series B Preferred Stock
(Stock) accrue at 8% commencing on the date of issuance and
are payable annually, subject to certain cumulative net
income requirements, as declared by the Board of Directors,
commencing March 31, 1993 and March 31, 1995, respectively.
As of November 30, 1995, dividends of approximately $530,000
were in arrears.  The Stock may be redeemed at the option of
the Company, in whole or in part, and holds a liquidation
preference at a price per share equal to $1,000 plus all
dividends accrued and unpaid to the date of redemption.
Both series of preferred stock, among other items, have
certain preferential rights related to the appraisal on the
sale of stock or assets of the Company.

                                    F - 12
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 5 - Stockholders' Equity (continued)

Mr. John Kelly, an officer of the Company, and the Company
are parties to a stock purchase agreement dated July 15,
1990 (the Stock Purchase Agreement), pursuant to which the
Company has agreed to issue and sell, and Mr. Kelly has
agreed to purchase 4,000 shares of the Company's common
stock at a price of $2.75 per share on July 15 of each of
the years 1990 through 1994.  The 1994 and 1993 purchases
have not yet been consummated.

During the year ended November 30, 1994, D.P. Kelly &
Associates, an affiliate of Pak Mail Investment Partnership
L.P., loaned cash of $500,000 through a note payable which
was later converted to 500 shares of Series B preferred
stock.


Note 6 - Advertising Fund

All franchisees are required to pay a monthly advertising
fee to the Company which is used to provide national,
regional and local marketing for the franchisees.  The
Company acts as agent for the advertising fees.  During
fiscal year 1994, the Company created trusts to separately
account for all advertising fund activity.  Certain
franchisees within various regions are co-trustees of the
trust.  At November 30, 1995, the advertising fund is a
separate legal entity, and therefore, the Company is no
longer contingently liable for any fund liabilities
incurred; nor is the fund activity reflected in the
accompanying consolidated financial statements.

Note 7 - Income Taxes

The components of long-term deferred tax assets are as
follows:
<TABLE>
<CAPTION>
                                                            November 30,
                                                    1995              1994
    <S>                                     <C>                   <C>
    Deferred tax assets
        Net operating loss carryforward     $    1,857,000        $ 1,862,500
        Reserves and other deferrals                55,500             52,000
        Depreciation                                 3,500              2,500
            Total deferred tax assets            1,916,000          1,917,000
        Valuation allowance                     (1,916,000)        (1,917,000)

                                            $       -             $       -
</TABLE>
At November 30, 1995, the Company has net operating loss
carryforwards for tax purposes of approximately $6,166,000.
If not used, these carryforwards will expire in varying
amounts during the years 1999 to 2009.  Due to changes in
ownership in 1989, the net operating loss carryforwards may
be limited in the amount that can be utilized.
                                    F - 13
<PAGE>
              PAK MAIL CENTERS OF AMERICA, INC. AND SUBSIDIARY
                 Notes to Consolidated Financial Statements

Note 8 - Related Party Transactions

The Company purchases certain equipment for resale through
an exclusive supplier agreement with a stockholder and
former director of the Company.  Purchases were $90,120 and
$61,037, in 1995 and 1994, respectively.


Note 9 - Employee Benefit Plan

Effective December 1, 1991, the Company established the Pak
Mail 401(k) Profit Sharing Plan (the Plan).  All employees
of the Company who are 21 years of age and have completed
one year of eligibility service, as defined, may participate
in the Plan.  Participants may make tax deferred
contributions in any amount up to the maximum allowable
under current federal tax laws.  The Company will contribute
an amount equal to 50% of each participant's contribution,
limited to 3% of the participant's compensation as defined
in the Plan.  Costs incurred by the Company in connection
with the plan were approximately $10,500 and $4,900 for the
years ended November 30, 1995 and 1994, respectively.


Note 10 - Commitments

Operating Lease Commitments

The Company leases office space and office equipment under
noncancelable operating leases.  Aggregate future minimum
rental commitments for these operating leases as of November
30, 1995 are as follows:
<TABLE>
<CAPTION>

    Year Ending November 30,
    <S>        <C>
    1996       $    161,521
    1997            158,157
    1998            154,794
    1999            157,776
    2000             79,632

               $    711,880
</TABLE>
Rental expense for 1995 and 1994 was approximately $238,000
and $227,000, respectively.

                                    F - 14
<PAGE>
                               EXHIBIT INDEX

 Document                                                   Page No.

 (3).(i)       Articles of Incorporation.

 (3)(b)        Bylaws incorporated by reference to
                Exhibit (3)(b) of the Company's Annual
                Report on Form 10-K dated March 13,
                1992.

 (10)(a)       Letter from the Company to John E.
                Kelly dated September 14, 1989
                incorporated by reference to Exhibit
                (10)(a) of the Company's Annual Report
                on Form 10-K dated February 27, 1990.

 (10)(b)       Form of presently used Area Developer
                Agreement incorporated by reference to
                Exhibit 10(b) of the Company s Annual
                Report on Form 10-K dated January 23,
                1995.

 (10)(c)       Form of presently used Individual
                Franchise Agreement incorporated by
                reference to Exhibit 10(c) of the
                Company s Annual Report on Form 10-K
                dated January 23, 1995.

 (10)(d)       Agreement dated June 19, 1985, as
                amended August 4, 1989, by and between
                Security Manufacturing Corporation and
                the Company incorporated by reference
                to Exhibit (10)(f) of the Company's
                Annual Report on Form 10-K dated
                February 27, 1990.

 (10)(e)       Pak Mail Centers of America, Inc.
                Management Incentive Plan for Fiscal
                Year 1995.

 (10)(f)       Pak Mail Centers of America, Inc.
                Management Incentive Plan for Fiscal
                Year 1994 incorporated by reference to
                Exhibit (10)(f) of the Company's
                Annual Report on Form 10-K dated
                January 23, 1995.

 (16)          Letter of KPMG Peat Marwick regarding
                change in certifying accountant
                incorporated by reference to Exhibit
                16 of the Company's Form 8-K dated
                February 4, 1994.

 (21)          Subsidiaries of the Issuer.