TELESOFT CORP.
3216 North Third Street
Phoenix, Arizona  85012

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 28, 1996


	The 1996 Annual Meeting of Shareholders of Telesoft Corp. (the 
"Company") will be held at the offices of the law firm of Streich Lang, 
Renaissance One, Two North Central Avenue, Phoenix, Arizona 85004 on 
August 7, 1996, at 10:00 a.m., Mountain Standard Time, for the following 
purposes:

1. To vote on ratification of the selection of Semple & Cooper 
   as the independent public accountants for the Company's 1996 fiscal year;

2. To vote for the election of six directors; 

3. To approve adoption of 1996 Incentive Stock Option Plan and 1996 
   Restricted Stock Plan; and

4. To transact such other business as may properly come before the meeting or
   any adjournment thereof.

The close of business on June 21, 1996 has been fixed as the record 
date for the determination of the shareholders of record entitled to notice of, 
and to vote at, this meeting or any adjournment thereof.  The list of 
shareholders entitled to vote at this meeting is available at the offices of 
Telesoft Corp., 3216 North Third Street, Phoenix, Arizona 85012, for 
examination by any stockholder.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE 
MEETING, PLEASE SIGN, DATE AND RETURN THE ENCLOSED 
PROXY, WHICH IS SOLICITED BY AND ON BEHALF OF THE 
BOARD OF DIRECTORS.  THE GIVING OF SUCH PROXY WILL NOT 
AFFECT YOUR RIGHT TO REVOKE SUCH PROXY OR TO VOTE IN 
PERSON SHOULD YOU LATER DECIDE TO ATTEND THIS 
MEETING.

By Order of the Board of 
Directors


Joseph W. Zerbib
President
Phoenix, Arizona
June 28, 1996