UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, DC. 20549
                              
                          FORM 10-K
                                                            

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

For the fiscal year ended April 30, 1995


Commission file Number 33-7870-NY

                Travel Ports of America, Inc.
   (Exact name of registrant as specified in its charter)
                              
     New York                           16-1128554
(State or other jurisdiction of     (I.R.S. Employer
 incorporation or organization)   Identification No.)

   3495 Winton Place, Building C, Rochester, New York 14623
          (Address of principal executive offices)

Registrant's telephone number               (716) 272-1810

Securities registered pursuant to Section 12(b) of the Act:

                                   Name of each exchange on
     Title of each class                which registered

Common Stock (Par Value $.01 per share)           NASDAQ

Securities registered pursuant to Section 12(g) of the Act:

                            None
                      (Title of Class)
                              
              THIS REPORT CONSISTS OF 45 PAGES.
          THE INDEX TO EXHIBITS APPEARS ON PAGE 40.




                         SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, Travel Ports of
America, Inc., has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

                              TRAVEL PORTS OF AMERICA, INC.

                              By: /S/ John M. Holahan
July 27, 1994                         John M. Holahan,
President
                              

     Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed by the following
persons in the capacities and on the date indicated below.

     Signature                Title                         Date

/S/ E. Philip Saunders   Chairman of the Board and
E. Philip Saunders       Chief Executive Officer            July 28, 1995


/S/ John M. Holahan       President and Chief               July 28, 1995
John M. Holahan            Operating Officer


/S/ William Burslem III  Vice President, Secretary and
William Burslem III      and Chief Financial Officer       July 28, 1995


/S/ William A. DeNight   Director                          July 28, 1995
William A. DeNight


/S/ John O. Eldredge     Director                          July 28, 1995
John O. Eldredge


/S/ Dante Gullace        Director                          July 28, 1995
Dante Gullace


/S/ John F. Kendall      Director                          July 28, 1995
John F. Kendall