Item 5.  OTHER INFORMATION

               None

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)  EXHIBITS

     (2)  Plan of acquisition, reorganization, agreement,
liquidation, or succession

               Not applicable

     (3)  Articles of Incorporation and By-laws

          The Articles of Incorporation and By-laws filed under
     exhibits 3-a and 3-b to the Company's Registration Statement
     on Form S-18, File No. 33-7870-NY and amended to change the
     Company's name under exhibit 3-c to the Companys annual
     report on Form 10-K dated July 27, 1993 are incorporated
     herein by reference with respect to the Restated Certificate
     of Incorporation and By-laws of the Company.

     (4)  Instruments defining the rights of security holders,
including indentures

          Exhibits 4-a, Form of Common Stock Certificate, filed
     with the Company's Registration Statement on Form-18, File
     No. 33-7870-NY; 4-b, Amended Stock Certificate, filed with
     the Companys Annual Report on Form 10-K dated July 27,
     1993; 4-c, Form of Indenture dated as of January 24, 1995
     between the Company and American Stock Transfer & Trust
     Company, as Trustee, with respect to up to $5,000,000
     principal amount of 8.5% Convertible Senior Subordinated
     Debentures due January 15, 2005 and 4-d, Form of Warrant to
     Purchase Common Stock, both filed with Companys current
     report on Form 8-K dated February 17, 1995, are incorporated
     herein by reference with respect to instruments defining the
     rights of security holders.

     (10) Material Contracts

               Not applicable




     (11) Statement re: computation of earnings per share

          Computation of earnings per share is set forth in
     Exhibit (11) on page 14 of this report.

     (15) Letter re: unaudited interim financial information

               Not applicable
     (18) Letter re: change in accounting principals

               Not applicable

     (19) Previously unfiled documents

               None
     (20) Report furnished to security holders

               Not applicable

     (23) Published report regarding matters submitted to vote of
security holders

               None

     (24) Consents of experts and counsel

               Not applicable

     (25) Power of attorney

               None

     (26) Additional exhibits

          Financial Data Schedule is set forth in Exhibit 27 on
Page 16 of this report.

   (b)  REPORT ON FORM 8-K

     On February 17, 1995, the Company filed with the Commission
a current report on Form 8-K with respect to the completion of
the sale of (1) $4,650,000 principal amount of 8.5% Convertible
Senior Subordinated Debentures due January 15, 2005, and (2)
Warrants to purchase 15,500 shares of Common Stock, par value
$.01 per share, of the Company at a price of $3.60 per share.


                           SIGNATURES

Pursuant to the requirements 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.


                              TRAVEL PORTS OF AMERICA, INC.




Date: March 8, 1994           s/ John M. Holahan
                              John M. Holahan, President




Date: March 8, 1994           s/ William Burslem III
                              William Burslem III
                              Vice President