SC 13E4/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                SCHEDULE 13E-4/A
                          ISSUER TENDER OFFER STATEMENT
                      (Pursuant to Section 13(e)(1) of the
                        Securities Exchange Act of 1934)

                      PACIFIC INTERNATIONAL SERVICES CORP.
                (Name of the Issuer and Person Filing Statement)

                 10% Convertible Subordinated Debenture due 2007
                         (Title of Class of Securities)

                                 Not Applicable
                      (CUSIP Number of Class of Securities)

                                  Alan M. Robin
                      Chairman and Chief Executive Officer
                      Pacific International Services Corp.
                       1600 Kapiolani Boulevard, Suite 825
                             Honolulu, Hawaii 96814
                                 (808) 926-4242
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                      on Behalf of Person Filing Statement)

                                October 31, 1995
                       (Date Tender Offer First Published,
                       Sent or given to Security Holders)

                            CALCULATION OF FILING FEE



Item 9.  MATERIAL TO BE FILED AS EXHIBITS.

        (a)(1)(C) Additional letter to the Record Holders of Pacific
                  International Services Corp.'s 10% Convertible Subordinated
                  Debentures Due 2007.



                                    SIGNATURE


     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Dated:  November 7, 1995

                              PACIFIC INTERNATIONAL SERVICES CORP.


                              By: /s/ Alan M. Robin
                                 Chairman and Chief Executive
                                 Officer

EX-99.(A)(1)(C)

                      Pacific International Services Corp.

                                November 7, 1995

To the Holders of Pacific International 
  Services Corp.'s 10% Convertible
  Subordinated Debentures Due 2007

     In connection with the distribution to you on October 31, 1995 of the Offer
to Exchange (the "Offer") and the Solicitation and Disclosure Statement For
Prepackaged Plan of Reorganization (the "Disclosure Statement") made by Pacific
International Services Corp. (the "Company"), it has come to the Company's
attention that the sections entitled "Unaudited Pro Forma Statements of
Operations" in the Offer and "Selected Financial Data" in the Disclosure
Statement contained inconsistent explanatory references to the amount of gain on
the proposed sale and exchange offer.  The amount of gain on the transactions
was correctly stated on page 42 of the Disclosure Statement and on page 50 of
the Offer as $2,373,025.  The incorrect references in certain of the footnotes
on pages 39 and 40 of the Disclosure Statement and on pages 46, 48 and 49 of the
Offer to a gain of $160,916 were not reflected in the related financial
statements and they do not affect the financial analyses or the tax and
accounting analyses with respect to the proposed transactions.


                              PACIFIC INTERNATIONAL SERVICES CORP.



                              By:    /s/  Alan M. Robin          
                              Its:   Chairman, CEO and President