PROXY                                                PROXY

TELESOFT CORP.
an Arizona corporation


THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S
BOARD OF DIRECTORS FOR THE 1996 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD AUGUST 7, 1996


	The undersigned hereby appoints Joseph W. Zerbib and Michael F. Zerbib, 
and each of them, with full power of substitution, as proxies, to represent the 
undersigned at the 1996 Annual Meeting of Shareholders of Telesoft Corp. (the 
"Company") to be held at the offices of the law firm of Streich Lang, 
Renaissance One, Two North Central Avenue, Phoenix, Arizona 85004, on 
Wednesday, August 7, 1996 at 10:00 a.m., Mountain Standard Time, and at any 
adjournment thereof, and to vote all shares of the Company's Common Stock 
standing in the name of the undersigned on the matters set forth below and 
upon any other matters that may properly come before the meeting or any 
adjournment thereof as follows:

ITEM NO. 1		RATIFICATION OF INDEPENDENT 
ACCOUNTANTS

		___	VOTE FOR RATIFICATION of SEMPLE & COOPER 
     as the independent	public accountants for the Company's fiscal year 1996

		___	VOTE AGAINST RATIFICATION

		___	ABSTAIN


ITEM NO. 2		ELECTION OF SIX DIRECTORS

			Joseph W. Zerbib
			Thierry E. Zerbib
			Brian H. Loeb
			Michael F. Zerbib
			Cecile Silverman
			Kalvan Swanky

		___	VOTE FOR all nominees listed above

		___	VOTE FOR all nominees listed above, except 	

		___	CUMULATIVE VOTES for one or more nominees as 
follows:

			Joseph W. Zerbib 	;
			Thierry E. Zerbib 	;
			Brian H. Loeb 	;
			Michael F. Zerbib 	;
			Cecile Silverman 	; and
			Kalvan Swanky 	.

			
			

		___	WITHHOLD AUTHORITY to vote for all nominees 
listed above


ITEM NO. 3.		APPROVAL OF ADOPTION OF 1996 INCENTIVE STOCK OPTION PLAN AND 
   1996 RESTRICTED STOCK PLAN

	___	VOTE FOR the Adoption of the 1996 Incentive Stock Option Plan and 1996 
       Restricted Stock Plan

	___	VOTE AGAINST the Adoption of the 1996 Incentive Stock Option Plan and 1996

	___	ABSTAIN
	

	The shares represented by this Proxy will be voted at the meeting in 
accordance with the specifications appearing above.  THE SHARES WILL BE 
VOTED "FOR" ANY PROPOSAL FOR WHICH NO CONTRARY 
SPECIFICATION IS MADE.


Dated:_____________________, 1996		Signed		

								
								
	(Print Name)

Please sign exactly as 
the name appears on 
the stock certificate.  
When signing as 
attorney, executor, 
administrator, trustee, 
guardian, etc., give 
full title as such.  If 
stock is held jointly, 
each joint owner 
should sign.

PLEASE DATE, SIGN AND RETURN PROMPTLY