Form 8-K
U.S. Securities and Exchange Commission
  Washington, D.C. 20549


Pursuant to Section 13 OR 15(d) of the Securities Exchange 
Act of 1934



TELESOFT CORP.
(Exact name of small business issuer as specified in its charter)


        Arizona                                        86-0431009
(State or other jurisdiction of                      (I.R.S. Employer 
Identification No.)
 incorporation or organization)



3216 North Third Street, Phoenix, Arizona  85012
 (Address of principal executive offices)


(602) 265-6311
(Issuer's telephone number, including area code)


                                                                             
(Former name, former address and former fiscal year, if changed since last 
report)








Item 4.    Changes in Registrant's Certifying Accountants

In January, 1997, the Registrant, acting on the direction of its 
Board of Directors, informed Semple & Cooper, P.L.C., that it 
desired to obtain proposals for its November 30, 1996 audit from a 
national CPA firm.  

Semple & Cooper, P.L.C.'s reports on the Registrant's financial 
statements for the years ended November 20, 1994 and 1995, did 
not contain an adverse opinion or a disclaimer of opinion and were 
not qualified or modified as to uncertainty, audit scope, or  
principles.  There were no disagreements with Semple & Cooper, 
P.L.C. on any matter of accounting principles or practices, financial 
statement disclosure,  or auditing scope or procedure through 
Semple & Cooper, P.L.C.'s issuance of their report in connection 
with their audit of the Registrant's financial statements for the year 
ended November 30, 1995.

On  February 3, 1997, the Registrant selected Coopers & Lybrand, 
L.L.P. as its new independent accountants.

Item 7.  Exhibits

    16 - Letter from Semple & Cooper, P.L.C regarding change of
         certifying independent accountants.


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 bye the undersigned hereunto duly authorized.


Telesoft Corp.					



/s/ Thierry E. Zerbib

Thierry E. Zerbib
Vice President/Secretary
Date:  February 7, 1997