U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   
                                  FORM 10-QSB/A



                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: April 30, 1996
                         Commission file number: 0-20824



                       COMPUTER OUTSOURCING SERVICES, INC. 
        (Exact name of small business issuer as specified in its charter)


                  New York                               13-3252333     
        (State or other jurisdiction of                 (IRS Employer    
         incorporation or organization)              Identification No.)

                360 West 31st Street     New York, New York 10001
                    (Address of principal executive offices)

                                  (212) 564-3730     
                           (Issuer's telephone number)








Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such 
shorter period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.
                             Yes [X]        No [  ]


There were 3,714,850 shares of the registrant's Common Stock, $0.01 par value,
outstanding as of June 12, 1996.


Transitional Small Business Disclosure Form (check one);       
                             Yes [  ]        No [X].




  


                                                                   Page 1 of 3

                            
                            PART II - OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders 

The Annual Meeting of Stockholders of the Company was held on April 16, 1996 at
which the following actions were taken:

(1) Eight directors of the Company were elected for terms of one year, or until
their respective successors are duly elected and qualified.  The following table
lists the name of each candidate for director, and the number of shares voted 
for or withheld from each candidate:

                                  Shares Voted          Shares
        Nominee                   For Election         Withheld   
        -----------------         ------------       ------------  

        Zach Lonstein               3,382,614           13,600

        Jeffrey Millman             3,382,614           13,600

        Anton P. Donde              3,382,464           13,750

        Robert B. Wallach           3,382,614           13,600

        Eugene Monosson             3,382,864           13,350

        James D. Gerson             3,382,864           13,350

        Richard A. Krantz           3,382,614           13,600

        John C. Platt               3,382,614           13,600



(2) The Company's 1992 Stock Option and Stock Appreciation Rights Plan (the 
"Plan") was amended to (a) permit automatic grants of options to purchase 1,250
shares of the Company's Common Stock to each outside director as compensation 
for each Board meeting attended, and (b) to set at two the minimum number of
outside Directors needed to constitute the Committee to administer the Plan.
There were 3,290,104 shares voted in favor of the amendment, 100,760 shares 
voted against the amendment, and 5,350 abstentions and broker nonvotes.
















                                                                   Page 2 of 3

               
               
               
               COMPUTER OUTSOURCING SERVICES, INC. AND SUBSIDIARIES
               
                                  SIGNATURES


     In accordance with the requirements of the Exchange Act, the registrant 
     caused this report to be signed on its behalf by the undersigned, there-
     unto duly authorized.


                                    COMPUTER OUTSOURCING SERVICES, INC.




July 8, 1996                         Zach Lonstein
                                     Principal Executive Officer




































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