SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __________)

Filed by the Registrant  X
Filed by a Party other than the Registrant

Check the appropriate box:
XPreliminary Proxy Statement
					  Confidential, for Use of the 								    	Commission Only (as permitted 
by
								Rule 14a-6(e) (2))

 Definitive Proxy Statement
 Definitive Additional Materials
 Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

 		             Micel Corp.
_______________________________________________________________________________
(Name of Registrant as Specified in Its Charter)
_____________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 X$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or 
  Item 22(a)(2) of Schedule 14A.
  $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)
  (3).
  Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
               (1) Title of each class of securities to which transaction 
                   applies:
_______________________________________________________________________________


	(2) Aggregate number of securities to which transaction applies:
_______________________________________________________________________________


	(3) Per unit price or other underlying value of transaction computed pursuant 
   to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
    calculated and state how it was determined):
_______________________________________________________________________


	(4) Proposed maximum aggregate value of transaction:
_______________________________________________________________________________


	(5) Total fee paid:
_______________________________________________________________________________


	 Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid 
previously.  Identify the previous filing by registration statement number, 
or the Form or Schedule and the date of its filing.
	(1) Amount Previously Paid:
______________________________________________________________________________

	(2) Form, Schedule or registration Statement No.:
______________________________________________________________________________

	(3) Filing Party:
______________________________________________________________________________


	(4) Date Filed:




ctc\schedule.14a




MICEL CORP.
445 CENTRAL AVENUE
CEDARHURST, NEW YORK 11516

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, NOVEMBER 13, 1996 

TO OUR SHAREHOLDERS:

		The Annual Meeting of Shareholders of Micel Corp. (the "Company") will be 
held at the offices of Singer Zamansky LLP, 40 Exchange Place, New York, New 
York 10005, on Wednesday, November 13, 1996 at 4:00 P.M. E.S.T., to consider 
the following proposals:

1.	To elect four directors, each to serve for a term of one year or until 
their respective successors are elected and qualify;

2.	To ratify the appointment of Arthur Andersen & Co. as independent auditors
 of the Company; 

3.	To authorize a one-for-ten reverse stock split of the Companys Common Stock;

4.	To approve the amendment to the Companys 1990 Stock Option Plan increasing
 the number of shares of Common Stock which may be issued under the Plan from
 2,500,000 to 8,000,000; and

5.	To transact such other business as may properly come before the meeting. 

		Shareholders of record on the books of the Company at the close of business on
 October 11, 1996 will be entitled to vote at the meeting or any adjournment 
thereof.  A copy of the annual report containing the financial statements of 
the Company for the fiscal year ended September 30, 1995 is enclosed.

		All Shareholders are cordially invited to attend the meeting.  Whether or 
not you expect to attend, you are requested to sign, date and return the 
enclosed proxy promptly.  Shareholders who execute proxies retain the right 
to revoke them at any time prior to the voting thereof.  A return envelope 
which requires no postage if mailed in the United States is enclosed for your
 convenience.

Dated:  New York, New York
	 October 11, 1996

						By Order of the Board of Directors


						Marvin Neiman, Secretary 




MICEL CORP.
445 CENTRAL AVENUE
CEDARHURST, NEW YORK 11516

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS



		This Proxy Statement is furnished in connection with the solicitation by the 
Board of Directors of Micel Corp. (the "Company") of proxies in the enclosed
 form for the Annual Meeting of Shareholders to be held at the offices of 
Singer Zamansky LLP, 40 Exchange Place, 20th Floor, New York, New York 10005 
on Wednesday, November 13, 1996, at 4:00 P.M. (E.S.T.), and for any 
adjournment or adjournments thereof, for the purposes set forth in the 
foregoing Notice of Annual Meeting of Shareholders.

		Any shareholder giving such a proxy has the power to revoke the same at any
 time before it is voted by giving written notice to the Secretary of the 
Company or by providing him with a later-dated proxy.  Attendance at the 
meeting shall not have the effect of revoking a proxy unless the Shareholder 
so attending shall, in writing, so notify the Secretary of the meeting at any
 time prior to the voting of the proxy.

		The principal executive offices of the Company are located at 445 Central 
Avenue, Cedarhurst, New York  11516.  The approximate date on which this 
Proxy Statement and the accompanying form of proxy will first be sent or 
given to the Company's shareholders is October 13, 1996.



VOTING SECURITIES


		Holders of shares of Common Stock, par value $.001 per share (the
 "Shares"), of record as at the close of business on October 11, 1996, are 
entitled to vote at the meeting.  On the record date, there were issued and 
outstanding 53,153,800 Shares.  Each outstanding Share is entitled to one 
vote upon all matters to be acted upon at the meeting.   The holders of a 
majority of the aggregate of the outstanding shares of Common Stock voting as
 a group shall constitute a quorum.

PRINCIPAL STOCKHOLDERS


		The following table sets forth as of September 16, 1996, certain 
information as to the stock ownership of each person known by the Company to 
beneficially own 5% or more of the Company's outstanding Common Stock, by 
each director of the Company who owns any shares of the Company's Common 
Stock and by all officers and directors as a group:
							                  
							                  
								Percentage of 
Name of			Amount and Nature of		Class as of    

Beneficial Owner	       Beneficial Ownership(1)	          Sep. 16, 1996

Bonnie Septimus (2)		4,460,000			8.9%    
72 Lord Avenue
Lawrence, New York

Barry Septimus (3)		4,954,365			9.7%
72 Lord Avenue
Lawrence, New York

Benjamin Sporn		480,000 (4)    	                 	*  

Heather Loren			2,300,250			4.6%

Barry Braunstein (4)		1,020,000			2%

Ron Levy			     -0-				*

All officers and directors
as a group (5 persons)		3,800,250			7.1%                

                      


 *	Less than 1%



(1)  Except as otherwise indicated, all shares are beneficially owned, and 
sole voting and investment power is held by the persons named.

(2)  This includes 60,000 shares of Common Stock owned by certain of her 
children but does not include shares listed below owned by her husband, 
Barry Septimus, shares of Common Stock held in trust for her children where 
she is not the Trustee or shares owned by her independent children.  
(3)  Does not include Shares owned by Mr. Septimus' children or his wife, 
Bonnie Septimus, listed above.  Mr. Septimus disclaims beneficial ownership 
of these Shares.  The amount includes 2,240,000 shares of Common Stock owned 
by Quest Enterprises, Inc., which is 50% owned by Mr. Septimus.  Also 
includes 614,365 Shares issuable upon exercise of options and warrants owned 
by Quest Enterprises, Inc.

(4)  Includes 30,000 Shares issuable upon exercise of stock options.

(5) Consists of 20,000 Shares issuable upon exercise of stock options and 
Shares which have been purchased by Mr. Braunstein's family in a private 
placement in September 1994.  Mr. Braunstein disclaims beneficial interest in
 these shares.



PROPOSAL 1

ELECTION OF DIRECTORS



		At the meeting, four Directors will be elected by the shareholders to serve
 until the next annual meeting of the shareholders or until their successors 
are elected and shall qualify.  The accompanying form of proxy will be voted 
for the election as Directors of the four persons named below, unless the 
proxy contains contrary instructions.  Proxies cannot be voted for a greater 
number of persons than the number of nominees named in the Proxy Statement.  
Management has no reason to believe that any of then
es should become unable or unwilling to serve as a Director, the proxy will 
be voted for the election of such person or persons as shall be designated by
 the Directors.

		The following is information about each nominee:


	Benjamin Sporn (age 58) has been a Director of the Company since December 
1990 and Chairman of the Board since November 17, 1993.  Mr. Sporn has been 
an attorney in private practice since January 1990 and Vice President-Legal 
of Applied Microbiology, Inc. since 1992.  
From 1964 until December 1989, Mr. Sporn was an attorney with AT&T and 
retired as General Attorney for Intellectual Property Matters.  Mr. Sporn is 
Chairman of Creative Technologies Corp.

	Barry Braunstein (37) has been a Director of the Company since April 1994.  
From June 1983 to the present, he has been the administrator of Laconia 
Nursing Home in Bronx, New York.  Mr. Braunstein received his B.A. Degree 
from Adelphia University in 1985.

	Heather Loren (28) has been a Director of the Company since August 1995.  
From September 1994 until the present, Ms. Loren has been a consultant with 
the firm of Coopers & Lybrand, LLP.  From December 1991 until August 1992, 
she was in geriatric research at Hadasa Hospital in Jerusalem.  From June, 
1989 until December 1991 she held various managerial positions at the 
Bridgeport Healthcare Center and White Plains Nursing Home.  She received her
 Masters degree in Management from Northwestern University in 19

	Ron Levy, (48) has been President and Director of the Company since October 
1, 1996.  Prior to that time he was a consultant to Microkim Ltd, the 
Companys wholly owned subsidiary.  From October 1992 to November 1995 he was 
President and Chief Executive Officer at EUROM FlashWare Solutions Ltd. and 
from September 1990  to September 1992 he was Project Manager at SanDisk 
Corporation in Santa Clara, CA.  From September 1982 until September 1990 he 
was a manager of Tadiran Communication Micro Electronic Cente

	The Board of Directors held four meetings in the fiscal year ended September
 30, 1996.  The Company does not have a standing audit, nominating or 
compensation committee.  To the Company's knowledge, there were no 
delinquent 16(a) filers for transactions in the Company's securities during 
fiscal year ended September 30, 1996.

	THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE ELECTION 
OF THE ABOVE NAMED NOMINEES.  PROXIES SOLICITED BY THE BOARD OF DIRECTORS 
WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY 
CHOICE.


Executive Compensation

	The following table sets forth all compensation received for services 
rendered to the Company by certain executive officers during each of the past
 three fiscal years.  No other executive officer received compensation in 
excess of $100,000 during any of the last three fiscal years. 

SUMMARY COMPENSATION TABLE
		 	Annual 	Compensation				Long-Term 											Compensation	
Name and Principal 	
Position          				Year       Salary ($)         Other Annual Awards Options
                         							    Compensation       					                   
  
                                                                             
                                                                             
                                                                               
                                        
                                  
Joseph Moscovitz, President
Chief Executive Officer

                                                         1995
      $76,976  
              18,323 (1)          
150,000


	    
                                                          1994 (2)
     $36,153   
        $8,424(1)                
     -0-


____________________________
(1)	Total value of non-cash compensation.

(2)	Represents compensation for a partial year.  In 1994 he was compensated 
at the rate of $82,204 per annum.

					OPTION GRANTS IN 1995



                                     Percent of Total
Name (a)                             Options Granted
                  Options Granted (b) To Employess in  Exercise  Expiration
                                      Fiscal Year 1955 Price (d) Date (e)
Joseph Moscovitz       150,000           27%           $.06     November, 2000
 ____________________________
(1)	Exercisable to the extent of 25% on December 31, 1995 and 25% per year on 
December 31, 1996, December 31, 1987 and December 31, 1998.


AGGREGATED OPTION EXERCISES IN 1995 AND FOR YEAR-END VALUES







                                                                  Value of
                                                                 Unexercised    
                                       Number of Unexercised    in-the-money
                                                                Options at 
                                                                 Fiscal Year 
                                      Options at at Fiscal year        End   
                                            End                              
    



      
Shares Acquired            Value          Exercisable/         Exercisable/  
on Exercise (#) (b)      Realized ($)     Unexercisable(d)    Unexercisable(e)
                                                         

Joseph Moscoviz	-0-       	-0-            0/150,000             0-/-0-


	
	In November, 1994, the Board of Directors granted stock options in the 
amount of 120,000 Shares to Benjamin Sporn, 80,000 Shares to Barry Braunstein
 and 50,000 Shares to Tzvi Siegel and in November 1995, the Board of 
Directors granted stock options in the amount of 80,000 Shares to Heather 
Loren and 100,000 Shares to Joel Golevensky.  The options are exercisable for
 six years from the date of grant at $.06 per Share.  The options vest at the
 rate of 25% of such grant per year with the first installment exe
able December 31, on the year following the year of grant.  As part of a 
marketing agreement, the Company granted Quest Enterprises, Inc., a stock 
option to purchase 100,000 Shares of Common Stock, which is currently 
exercisable at $.06 per Share and in May 1995 additional stock options to 
purchase 966,200 Shares at $.06875 per Share exercisable at the rate of 25% 
per year with the first installment starting May 23, 1996.  Mr. Septimus owns
 50% of the Quest Enterprises, Inc.  See "Certain Relations and Rela
Transactions."

 	The Shareholders in 1992 approved an amendment to the Company's By-Laws to 
provide that the Company may pay the Board of Directors annual and/or per 
meeting Director's Fees.  The Company intends to compensate outside directors
 $6,000 per year.

Stock Option Plan

	In November 1990, the Company's Board of Directors adopted, and its 
Shareholders approved, the 1990 Stock Option Plan (the "Plan"), which was 
amended by the Shareholders at the 1994 annual meeting and provides for the 
grant of incentive and/or non-qualified stock options to purchase up to 
2,500,000 shares of Common Stock to any officer, director, consultant or 
employee when the Board, in its sole discretion, determines that a grant of 
options to such person would be in the best interests of the Company.  T
 Shares issuable under the plan to 8,000,000.   Incentive stock options 
granted under the Plan shall be pursuant to a written agreement for a term 
not exceeding ten (10) years (five (5) years for Shareholders owning more 
than ten percent (10%) of the Common Stock of the Company).  The exercise 
price of the options shall be established by the Board at the time of grant 
of the option but cannot be less than one hundred percent (100%) of the fair 
market value at the time of grant of the option.  If the recipie
st one hundred and ten percent (110%) of the fair market value of the 
underlying Common Stock at the time of grant.  The aggregate fair market 
value (determined as of the date of grant) of the shares of Common Stock with
 respect to which incentive stock options are exercisable for the first time 
by an employee during any calendar year may not exceed $100,000.  Other terms
 and conditions of options granted under the Plan, which expires November 
2000, are determined by the Board of Directors.  The number of s
, stock dividend, recapitalization, combination, subdivision, issuance of 
rights or other similar corporate change.   Persons who are residents of the 
State of Israel for the purpose of the Israeli Currency Control Regulations, 
who own more than 5% of the total outstanding shares of the Company would be 
required to get the consent of the Bank of Israel to accept offers of stock 
options from the Company.  



CERTAIN TRANSACTIONS


	In January 1993, the Company entered into an agreement with Quest 
Enterprises, Inc. ("Quest"), of which Barry Septimus, a principal shareholder
 of the Company, owns 50%, to provide marketing, consulting and other 
services as reasonably required by the Company for the purpose of securing 
for the Company research and development contracts, joint development 
programs, strategic partnerships, business opportunities and production and 
sales contracts with North American Companies and other entities on an exclus
penses (reduced from $6,000 per month).  In addition, in the event that the 
services provided by Quest to the Company result in  a contract being awarded
 to the Company, Quest will be entitled to a commission in the amount of 1.5%
 of the revenues received.  In September 1996, Quest voluntarily reduced this
 percentage to 1% at the same time as the Company employed Ron Levy who is to
 receive .05% of U.S. sales.  In the event that the services provided by 
Quest result in a joint venture or other equity arrange
e equity position in such joint venture not to exceed 15% of the equity of 
the joint venture.  Quest is also entitled to 25% of any royalties received 
by the Company from parties introduced to the Company by Quest.  The Company 
also granted Quest in January 1993 an option to acquire 100,000 shares of 
Micel Corp. Common Stock exercisable at $.06 per share, to the extent of 
25,000 options immediately and 25,000 options each year commencing on January
 15, 1994.  The option expires three years after termination

	In August 1994, Quest agreed to assist Microkim in management and 
operations.  In November 1994, the Shareholders approved the issuance of a 
warrant to Quest to purchase 614,365 shares of Common Stock of the Company at
 $.06 per share.  In May 1995, the Board of Directors granted Quest a stock 
option exercisable to purchase an additional 966,200 shares of Common Stock 
at $.06875 per share.  The options vest at a rate of 25% per year, with the 
first installment vesting on May 23, 1996.  In August 1996, the C
es issuable under the Plan, an additional option to purchase 1,000,000 shares
 of Common Stock, $.001 par value, at $.20 per share, exercisable in four 
equal annual installments commencing on August 18, 1997.

	In September 1994, the Company sold 11,200,000 shares of Common Stock in a 
private placement at $.05 per Share.  The family of Barry Braunstein 
purchased 1,000,000 Shares, Barry Septimus purchased 2,000,000 Shares and 
Bonnie Septimus purchased 1,000,000 Shares.  In addition, the children of 
Bonnie and Barry Septimus purchased an aggregate of 3,500,000 Shares.  As of 
March 1996, independent children of Barry Septimus purchased 500,000 Shares 
of the Company at $.05 per Share and Benjamin Sporn purchase 360,0


	In August 1996, the Board of Directors approved, subject to obtaining 
shareholder approval of the proposal to amend the Plan, options to each of 
the current directors to purchase 250,000 shares of Common Stock at $.20 per 
share, exercisable in four equal annual installments, commencing on August 
18, 1997.  In addition, the Company granted to Mr. Mark Loren, consultant to 
the Company, and father of Ms. Heather Loren, a director of the Company, an 
option to purchase 500,000 shares of Common Stock on the same

PROPOSAL 2

APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS


		The Board of Directors has appointed Arthur Andersen & Co., independent 
public accountants, to audit the accounts of the Company for the fiscal year 
ending September 30, 1996.  Arthur Andersen & Co. also audited the accounts 
of the Company for the fiscal years ended September 30, 1992 through 1995.  
Arthur Andersen & Co. has advised the Company that neither the firm nor any 
of its members or associates has any direct financial interest in the Company
 other than as auditors.  Although the selection and app
 deem it desirable to obtain the shareholders' ratification and approval of 
this appointment.

		Representatives of Arthur Andersen & Co. are expected to be present at the 
Annual Meeting with the opportunity to make a statement if they desire to do 
so and are expected to be available to respond to appropriate questions.

		Approval of the proposal requires the affirmative vote of a majority of the
 Shares voted with respect thereto.  In the event the proposal is not 
approved, the Board will consider the negative vote as a mandate to appoint 
other independent auditors of the Company for the next fiscal year.


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE APPOINTMENT OF THE AUDITORS.


PROPOSAL 3

AUTHORIZATION OF A ONE FOR TEN REVERSE STOCK SPLIT

The Board of Directors of the Company has adopted a proposal declaring 
advisable an amendment to the Certificate of Incorporation of the Company to 
effect a one-for-ten reverse stock split of all of the authorized and 
outstanding Common Stock. As of October 1, 1996, the Company had authorized 
85,000,000 shares of Common Stock, $.001 par value.  As of that date, there 
were issued and outstanding 53,153,800 shares of Common Stock.  Except for 
the receipt of cash in lieu of fractional interest, the proposed re

The Company also had, as of October 1, 1996, 5,000,000 shares of Preferred 
Stock authorized of which 810 were previously issued but none of which is 
currently outstanding.  The Preferred Stock will not be affected by the 
proposed reverse split.

The amendment will not have any material impact on the aggregate capital 
represented by the Shares for financial statement purposes.  Adoption of the 
reverse stock split will reduce the number of presently outstanding shares, 
as indicated on the table below and will provide for a corresponding increase
 in the par value from $.001 per Share to $.01 per Share.  The Certificate of
 Incorporation will in the process be amended to set the number of authorized
 shares of Common Stock at 25,000,000, $.01 par value. 
 any resulting fractional share, or both, in exchange for ten currently 
outstanding Shares.

					
Class of Stock		Outstanding Before Split			Outstanding After Split

Common Stock		           53,153,800	 			5,315,380


	The number of outstanding shares after the reverse stock split is 
approximate.  Except for changes resulting from the reverse stock split and 
the increase in the par value from $.001 to $.01 par value, the rights and 
privileges of holders of Shares of Common Stock will remain the same, both 
before and after the proposed reverse stock split.

Reasons for the Reverse Stock Split

Management believes that the decrease in the number of Shares of Common Stock
 outstanding as a consequence of the proposed reverse stock split should 
increase the per Share price of the Common Stock, which may encourage greater
 interest in the Common Stock and possibly promote greater liquidity for the 
Company's Shareholders.  However, the increase in the per Share price of the 
Common Stock as a consequence of the proposed reverse stock split may be 
proportionately less than the decrease in the number of Sh
ially or entirely offset by the reduced number of Shares outstanding after 
the proposed reverse stock split.  Nevertheless, the proposed reverse stock 
split could result in a per Share price that adequately compensates for the 
adverse-impact of the market factors noted above.  There can, however, be no 
assurance that the favorable effects described above will occur, or that any 
increased per Share price of the Common Stock resulting from the proposed 
reverse stock split, if attained, will be maintained for 
sactions or business combinations which would qualify the Company for 
deregistration of the Common Stock from the reporting and other requirements 
of Federal securities laws.

The amendment, if adopted, will also increase the par value per share of the 
Company's authorized Shares of Common Stock from $.001 to $.01.  The increase
 in the par value per Share is intended to maintain the Company's capital 
stock accounts at current levels.

It is expected that if the shareholders authorize this amendment that the 
filing of the Certificate of Amendment will occur as soon as practical after 
the date of the Shareholders meeting.   The proposed reverse stock split will
 become effective on the effective date of that filing (the "Effective 
Date").  Commencing on the Effective Date, each currently outstanding 
certificate will be deemed for all corporate purposes to evidence ownership 
of the reduced number of Shares resulting from the reverse stock sp
n connection with the reverse stock split.  Rather, new stock certificates 
reflecting the number of Shares resulting from the stock split will be issued
 only as currently outstanding certificates are transferred.  However, the 
Company will provide shareholders with instructions as to how to exchange 
their certificates and encourage them to do so.  The company will obtain a 
new CUSIP number for its Shares.

To the extent a Shareholder holds a number of Shares that would result in a 
residual fractional interest, the Company will pay, as soon as is practicable
 after the Effective Date, $.50 for each Share of Common Stock outstanding 
prior to the reverse stock split that comprises the factional interest.  
Shareholders will not have the opportunity on or after the Effective Date to 
round off their shareholdings to avoid resulting fractional interest.  The 
$.50 price per Share figure for the Common Stock purchased 
s reported on September ___, 1996.  In view of this, the management of the 
Company believes that the $.50 price per Share figure is fair to all of the 
shareholders whose fractional interests are retired, the other shareholders 
of the Company and the Company.  As of September 16, 1996, the Company has 
____ Shareholders of record and believes that the approximate total number of
 beneficial holders of the Common Stock of the Company to be approximately 
1,000 based upon information received from the transfer ag
any estimates that, based upon the shareholdings as of September 16, 1996, it
 will continue to have approximately the same number of shareholders after 
the reverse stock split is effected as it did prior to the reverse split.

There can be no assurance that the market price of the Shares after the 
proposed reverse stock split will be ten the market price before the proposed
 reverse stock split, or that such price will either exceed or remain in 
excess of the current market price.

Warrants, Options and Preferred Stock

The Company currently has outstanding warrants owned by one entity 
exercisable to purchase 614,365 Shares.  In addition, there are stock options
 outstanding under the Companys stock option plans to purchase approximately 
2,041,200 Shares and 3,500,000 additional shares subject to approval by the 
Shareholders of Proposal 4 herein.  After approval of the reverse stock 
split, the number of Shares to be issued upon exercise of the outstanding 
warrants and options will be reduced to one-tenth of the previous am

Federal Income Tax Consequences

The federal income tax consequences of the proposed reverse stock split will 
be as set forth below.  The following information is based upon existing law 
which is subject to change by legislation, administrative action and judicial
 decision and is therefore necessarily general in nature.  Therefore, 
shareholders are advised to consult with their own tax advisors for more 
detailed information relating to their individual tax circumstances.

1	The proposed reverse stock split will be a tax-free recapitalization of the 
Company and its shareholders to the extent that currently outstanding shares 
of stock are exchanged for other shares of stock after the split.

r shares of stock after the split.

2 The new shares of Common Stock in the hands of a Shareholder will have an 
aggregate basis for computing gain or loss equal to the aggregate basis of 
shares of stock held by that Shareholder immediately prior to the proposed 
reverse stock split if no fractional shares are present.  If fractional 
shares are present as a result of the split, and the shareholder realizes a 
gain on the exchange, the shareholder will recognize a taxable gain equal to 
the lesser of the cash received or the gain realize

red until the shareholder disposes of the new stock in a taxable transaction.
  The stockholder's basis in the new stock is equal to the basis in the stock
 exchanged, less any cash received plus gain recognized, if any.  

3 Shareholders who receive cash for fractional shares will be treated as if 
they had received such fractional shares and then sold them to the Company.  
Such shareholders will recognize gain or loss equal to the difference between
 the amount of cash received and their basis in the stock exchanged.

Approval Required

The approval of a majority of the outstanding stock entitled to vote will be 
necessary to approve the proposed amendment.  


	THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT 
TO THE CERTIFICATE OF INCORPORATION TO EFFECT A ONE FOR TEN REVERSE STOCK 
SPLIT.

PROPOSAL 4

AMENDMENT TO 1990 STOCK OPTION PLAN

		There will be presented to the shareholders at the Annual Meeting a 
proposal to amend the 1990 Stock Option Plan (the "Plan") to increase the 
number of Shares of Common Stock which may be issued under the Plan from 
2,500,000 Shares to 8,000,000 Shares.

		This amendment was approved by the Board of Directors, subject to 
Shareholder approval.  It will become effective on the date of the Annual 
Meeting if a majority of the Shares represented in person or by proxy is 
voted in favor of the amendment.

		As of September 9, 1996, 2,041,200 of the 2,500,000 Shares authorized for 
issuance under the Plan as previously approved by Shareholders, were covered
 by outstanding unexercised options. 1,075,000 Shares are exercisable at $.06
 per Share and 966,200 at $.068575 per Share.

In addition, the Company entered into an employment agreement with Mr. Ron 
Levy who will be the President of the Company, which provides that, subject 
to the approval by the Shareholders of this amendment to the 1990 Stock 
Option Plan at this meeting, he shall receive an incentive stock option to 
purchase 1,000,000 shares of Common Stock of the Company at $.20 per Share, 
exercisable until October 1, 2001, in equal annual quarterly installments 
commencing on October 1, 1997.  In the event that this amendment
f which have been discussed or are contemplated.

		The Board of Directors has determined that it is in the best interest of 
the Company to maintain the availability of this important incentive program 
by increasing the number of Shares covered by the Plan.

		The Plan permits the grant of options under incentive stock option 
agreements ("Incentive Options") or non-statutory stock option agreements 
("Non-Statutory Options").  The Plan is administered by the Board of 
Directors.  Those persons eligible to participate are officers, Directors and
 other key employees and consultants of the Company.  The Board has sole 
discretion to determine from among eligible persons those to whom, and the 
time or times at which, options may be granted, the number of Shares to be 

		The Plan prohibits the granting of an Incentive Option if the aggregate 
fair market value of Shares relating to Incentive Options which are 
exercisable by an optionee for the first time during any calendar year 
exceeds $100,000.

		The Company has also granted, subject to the approval by the Shareholders 
of this Proposal, an option to Quest Enterprises, Inc. (Quest) to purchase 
1,000,000 shares of Common Stock.   See Certain Transactions for a 
description of the services that Quest provides to the Company.  The option 
is exercisable to purchase the stock at $.20 per Share for a period of five 
years and vesting in equal quarterly annual installments commencing August 
18, 1997.  On the same terms set forth above, the Company also 

		The number of Shares subject to the options described above do not take 
into consideration the proposed one-for-ten reverse stock split described in 
Proposal 3 in this proxy.  If the reverse split amendment is approved by the 
Shareholders, the number of Shares subject to these options would be one-
tenth and the exercise price would be multiplied by ten.

		The per Share exercise price of the Shares subject to each Incentive Option
 may not be less than the fair market value of the Shares on the date the 
Incentive Option is granted.  Incentive Options must be granted within ten
 years from the effective date of the Plan and the period for exercise of 
each Incentive Option cannot exceed ten years form the date of grant.  The 
exercise price of any Incentive Option granted to a shareholder owning more 
than 10% of the outstanding Shares must be not less than 110% 
xceed five years.

		No incentive Stock Option may be exercised unless and until the optionee 
has remained in the employ of the Company or its subsidiaries or providing 
services as a consultant for one year from the date of grant, except in the 
case of death, retirement or disability as described below.  No Option will 
be transferable by an optionee other than by will or the laws of descent and
 distribution, and during the lifetime of an optionee the Option will be 
exercisable only by him.
bed below.  No Option will be transferable by an optionee other than by will 
or the laws of descent and distribution, and during the lifetime of an 
optionee the Option will be exercisable only by him.

		 In the event of termination of employment, other than by death or 
disability of an optionee who has remained in the employ of the Company for 
one year after grant of the Option, the optionee will have three months after
 such termination within which to exercise the Option to the extent it was 
exercisable at the date of such termination (subject to the requirement that 
the Option be exercised, if at all, no later than the date of expiration).  
Upon termination of employment of an optionee by reason of dea
 extent it was exercisable on the date of such termination.

MANAGEMENT RECOMMENDATION

		By affording key present or future employees and consultants of the Company
 an opportunity to acquire or increase their proprietary interest in the 
Company and by thus encouraging such individuals to become owners of the 
Company's Common Stock, the Company seeks to motivate, retain and attract 
those highly competent individuals upon whose judgment, initiative, 
leadership and continued efforts the success of the Company in large measure 
depends.

		To the extent that the Directors will be receiving stock options in the 
event that this proposal is approved by the Shareholders, the Directors would
 be deemed to have an interest in the outcome of the vote.

		FOR THIS REASON, THE BOARD OF DIRECTORS RECOMMENDS TO THE COMPANY'S 
SHAREHOLDERS THAT THEY VOTE FOR APPROVAL OF AN INCREASE IN THE NUMBER OF 
SHARES OF COMMON STOCK ISSUABLE UNDER THE PLAN.


VOTE REQUIRED

		The affirmative vote of the majority of the votes represented in person or 
by proxy is required for approval of the amendment to the Plan to increase 
the number of options.  Proxies solicited hereby will be voted FOR the 
proposal unless a vote against the proposal or abstention is specifically 
indicated.

GENERAL


		The management of the Company does not know of any matters other than 
those stated in this proxy statement which are to be presented for action at 
the meeting.  If any other matters should properly come before the meeting, 
it is intended that proxies in the accompanying form will be voted on any 
such matters in accordance with the judgment of the persons voting such 
proxies.  Discretion or authority to vote on such matters is conferred by 
such proxies upon the persons voting them.

		The Company will, of course, be assembling and mailing the proxy statement 
and other material which may be sent to the shareholders in connection with 
this solicitation.  In addition to this solicitation of proxies by the use of
 mails, officers and regular employees may solicit the return of proxies.  
Costs for soliciting proxies will be borne by the Company.  The Company may 
reimburse persons holding stock in their names or in the names of other 
nominees for their expense in sending proxies and proxy mat

		The Company will provide without charge to each person being solicited by 
this Proxy Statement, on written request of any such person, a copy of the 
Audited Financial Statements for the year ended September 30, 1995 (as filed 
with the Securities and Exchange Commission).  All such requests should be 
directed to Micel Corp., 445 Central Avenue, Cedarhurst, New York  11516.

		All proposals of shareholders intended to be included in the proxy 
statement to be presented in the 1996 Annual Meeting materials must be 
received by the Company's offices at 445 Central Avenue, Cedarhurst, New York
  11516, no later than May 1, 1997.


Dated: October 10, 1996

	
						By Order of the Board of Directors


						Marvin Neiman, Secretary                    

PROXY	

This Proxy is Solicited

 on Behalf of the Board of Directors


MICEL CORP.
445 CENTRAL AVENUE
CEDARHURST, NEW YORK 11516


		The undersigned hereby appoints David Selengut and _______________ as 
Proxies, each with the power to appoint his substitute, and hereby authorizes
 them to represent and to vote, as designated below, all the Shares of the 
Common Stock of Micel Corp. held of record by the undersigned on October 11, 
1996 at the Annual Meeting of Shareholders to be held on November 13, 1996 or
 any adjournment thereof.


1.	Election of Directors		FOR all nominees listed below                  
					(except as marked to the contrary below)    

					WITHHOLD AUTHORITY
					to vote for all nominees below     

(INSTRUCTION: To withhold authority to vote
for any individual nominee strike a line
through the nominee's name in the list below)

Benjamin Sporn, 
Barry Braunstein, Heather Loren, Ron Levy

2.	To ratify the appointment of Arthur Andersen & Co. as the independent 
auditors for the Company for the fiscal year ending September 30, 1996.

	FOR     			AGAINST     		ABSTAIN     


3.		To authorize a one-for-ten reverse stock split of the Companys Common 
Stock.

	FOR     			AGAINST     		ABSTAIN     

4.	To approve an amendment to the Companys 1990 Stock Option Plan increasing
 the number of shares of Common Stock which may be issued under the Plan from
 2,500,000 to 8,000,000.

	FOR     			AGAINST     		ABSTAIN     


This proxy, when properly executed, will be voted in the manner directed 
herein by the undersigned shareholder.  If no direction is made, this proxy 
will be voted for Proposals 1, 2, 3 and 4.

Please sign exactly as your name appears below.  When shares are held by 
joint tenants, both should sign.


					Dated:                                   , 1996


					                                                   
							 Signature


					___________________________________
						    Signature if held jointly



When signing as attorney, executor administrator, trustee or guardian, 
please give full title as such.  If a Company, please sign in full corporate 
name by President or other authorized officer.  If a partnership, please sign
 in partnership name by authorized person.