U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   
                                 FORM 10-QSB/A-2



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

                 For the quarterly period ended: April 30, 1996
                         Commission file number: 0-20824



                       COMPUTER OUTSOURCING SERVICES, INC. 
        (Exact name of small business issuer as specified in its charter)


                  New York                               13-3252333     
        (State or other jurisdiction of                 (IRS Employer    
         incorporation or organization)              Identification No.)

                360 West 31st Street     New York, New York 10001
                    (Address of principal executive offices)

                                  (212) 564-3730     
                           (Issuer's telephone number)









Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [  ]


There were 3,714,850 shares of the registrant's Common Stock, $0.01 par value,
outstanding as of June 12, 1996.


Transitional Small Business Disclosure Form (check one);       
                             Yes [  ]        No [X].






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              COMPUTER OUTSOURCING SERVICES, INC. AND SUBSIDIARIES

                         PART II - OTHER INFORMATION


     ITEM 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibit filed herewith:

          10.18    Letter agreement between the Company and "K" Line America,
                   Inc., amending the terms of a Note dated June 8, 1995 [in-
                   corporated by reference to Exhibit 10.18 filed with the
                   first Amendment to Form 10-QSB for April 30, 1996.]    
                   
          27       Financial Data Schedule

     (b)  Reports on Form 8-K:

          None
          



































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               COMPUTER OUTSOURCING SERVICES, INC. AND SUBSIDIARIES
               
                                  SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant 
     caused this report to be signed on its behalf by the undersigned, there-
     unto duly authorized.


                                    COMPUTER OUTSOURCING SERVICES, INC.



                                            /s/
October 29, 1996                     Zach Lonstein
                                     Principal Executive Officer





































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