Item 1. Business
	Travel Ports of America, Inc. (Company) operates fifteen (15) 24-hour per day per day full service travel plazas and one (1) mini-travel plaza and one (1) fuel terminal in New York, New Jersey, North Carolina, New Hampshire, Indiana, Maryland and Pennsylvania.
	The full service travel plazas sell, both to the trucking industry and to others, petroleum products (such as diesel fuel, gasoline and lubricants), and generally include a truck service and repair shop, a tire and parts center, a truck wash, scales for weighing trucks, parking facilities, motel rooms, a family-style restaurant, a travel store, shower and laundry facilities, game rooms, telephone facilities, money transfer facilities, a convenience store at the gasoline pump area, and billing and accounting services for truck fleet operators. The Company hopes to continue to attract both the trucking industry and the general traveling public by maintaining clean, efficient travel plazas.
	Mini-travel plazas represent facilities offering services for fueling automobiles and trucks, and purchasing convenience store merchandise and fast food.
	The Company's new units will generally be full service travel plazas. Its acquisition policy is to acquire, to the extent feasible, facilities providing most or all of the services that the Company believes are desirable. The Company's strategic plan calls for continued growth within its current or surrounding market area through the acquisition and/or expansion of additional facilities if and when opportunities occur.
	The Company derives certain benefits from being the operator of multiple travel plazas. The Company has the ability to acquire the products that it sells on a volume discount basis. Since it buys petroleum products, food and other merchandise for several facilities, the Company is often able to acquire such products at discounted prices.
	In addition to favorable purchasing, the Company's multi-unit structure provides marketing opportunities that might not otherwise be available. In addition to normal drive-in traffic, truck stop operators, including the Company, often enter into arrangements with the operators of truck fleets in which the fleet operator sends all of its drivers who use an applicable route to a certain travel plaza, primarily to take advantage of a centralized billing and accounting system such as that offered by the Company. By offering several facilities, on different routes, the Company is in a better position to attract and retain such arrangements. Also, the Company maintains a sales force that seeks out and attempts to enter into such arrangements with fleet operators whose home offices may not be near some of the Company's facilities.
	The products and merchandise purchased and sold by the Company are not unique and generally can be obtained readily from a variety of sources at competitive prices. There are many sources of petroleum products, tires and truck parts, restaurant food, supplies and merchandise for the Company's travel and convenience stores. The Company currently buys petroleum products from major oil companies and from W.W. Griffith Oil Co., Inc. (Griffith Oil), which is owned by Sugar Creek Corporation. The principal shareholder and Chief Executive Officer of the Company owns and operates Sugar Creek Corporation. The Company buys its restaurant food primarily from a single unrelated food distributor, and its other products and merchandise from various suppliers. Except for the Company's fuel purchase agreements, including the one with Griffith Oil, which expired December 31, 1995, all of these arrangements can be terminated at will.
	The Company has no customer accounting for more than four percent (4%) of its sales. Therefore, the loss of any single customer would not have a materially adverse effect on the Company's business.
Company Developments
	In September 1987 the Company purchased a property located outside Erie, Pennsylvania on Interstate 90. In October 1989 the Company acquired approximately 72 acres of land adjacent to this property. Construction of the new travel plaza began in August 1995. The travel plaza opened June 15, 1996.
	In July 1992, the Company entered into a $1,875,580 term loan agreement with its secondary lender for the purpose of refinancing the balance of a mortgage loan due in 1996 and a term loan due in 1992, with the remaining funds to be used for Bloomsburg, Pennsylvania improvements. Principal payments are $10,419.89 per month plus interest that fluctuates with prime. The balance outstanding is due in a lump-sum payment in July 1997.
	On August 30, 1992, the Company sold its facility at Loganton, Pennsylvania to an unrelated third party. The transaction was for net book value and the Company received a mortgage on the property for a portion of the purchase price.
	On October 15, 1993, the Company sold its facility at Allentown, Pennsylvania to an unrelated third party. The transaction was in excess of the net book value and the Company received a mortgage on the property for a portion of the purchase price.
	On April 30, 1994, the Company acquired certain assets of Exit 3 Truck Services, Inc. in Greenland, New Hampshire. The acquisition consisted of the purchase of inventory and the leasehold interest in the real property on which the truck stop is located. The Company has since signed a new 20 year lease on the real property with two five year extensions. The Company has purchase options throughout the term of the lease.
	On June 30, 1994, the Company entered into a $2,500,000 term loan agreement with its primary lender covering the acquisition and certain improvements to the facility in Greenland, New Hampshire. Principal payments are $20,833.33 per month plus interest at the fixed rate of 9.65%. The loan is amortized over ten years with a balloon payment due on June 29, 1999.
	On September 29, 1994, the Company entered into an eight year term loan with its primary lender in the amount of $10,500,000. Proceeds from this loan were used for payment of a term loan due in 1996 at prime plus 1.25%, payment of $1.5 million due on the line of credit and capital expenditures. The loan has a fixed rate of 10.12% with interest only for six months. From April 1, 1995 until the loan matures a monthly payment of principal and interest in the amount of $166,957.84 is payable with all remaining principal and interest due September 29, 2002.
	The Company, through a private placement, issued $4,650,000 of Convertible Senior Subordinated Debentures due January 15, 2005, together with warrants to purchase additional shares of the Company's Common Stock. The securities were sold under Regulation D of the Securities Act of 1933 (the "Act") and in offshore transactions under Regulation S of the Act. The debentures carry an annual interest rate of 8.5%, payable quarterly, and are convertible into the Company's Common Stock at a price equal to $3.00 per share at the option of the holder at any time. The debentures are callable at the discretion of the Company after January 15, 1998, at a redemption price equal to 109% as of January 15, 1998, and gradually decreasing to 100% at maturity on January 15, 2005. The warrants, which are exercisable at any time, entitle warrant holders to purchase up to a total of 15,500 shares of the Company's Common Stock at a price of $3.60 per share. The underwriter was issued warrants for 77,500 shares of the Company's Common Stock at a price of $3.60 per share in conjunction with this transaction. The Company will use the proceeds for expansion either through the acquisition of additional sites or the improvement of existing sites, or a combination thereof, and for working capital requirements.
	On June 15, 1995, the Company sold its facility at Fairplay, South Carolina to an unrelated third party. The transaction was for the net book value and the Company received a mortgage on the property for a portion of the purchase price.
	On December 21, 1995, the Company entered into an agreement with its primary lender that provided a construction line of credit in the amount of $3,500,000 for the construction of the Harborcreek facility. On or about July 31, 1996, the Company will close permanent financing in the amount of $6,000,000, based upon a 15 year amortization and a 10 year balloon. The Company plans on using a fixed rate for this financing.
	On March 1, 1996, the Company took over the operation of the Baltimore Port Truck Plaza. The Company signed a seven year lease on the property.
	Information on major sales classifications is included in Item 7, page 17 of this report.
Capital Expenditures
	For the fiscal year ended April 30, 1996, the Company's Capital Expenditures for property, plant and equipment amounted to $12,021,255.
Products and Services
	The Company provides the following products and services at its travel plazas and mini-travel plazas.
	1. Petroleum Products
	The principal products sold by the Company at its travel plaza locations are petroleum derivatives, primarily diesel fuel, gasoline and lubricants. Each of the Company's travel plazas has diesel pump islands accessible to all sizes of trucks and tractor-trailers, as well as gasoline pump islands that are used primarily for automobiles at most locations. In addition, a wide range of motor oils and other lubricants are available at all locations.
	An agreement between the Company and Griffith Oil, that expired December 31, 1995 required the Company to purchase all of its petroleum products for three of its facilities from Griffith Oil. The purchases for the three sites for the year were approximately 16% of all petroleum purchases. In addition, the Company purchased spot market pipeline tenders (bulk purchases) for its Berwick, Pennsylvania (Beach Haven) terminal, from Griffith Oil. These pipeline tenders accounted for approximately 8% of the petroleum products purchased by the Company during the fiscal year ended April 30, 1996. Management believes that the terms of the purchase agreement and the spot market purchases were fair and competitive when compared with the purchasing opportunities for similar products in like quantities from other vendors.
	The Company continued to operate under a verbal agreement with similar terms for the balance of fiscal 1996. The Company expects to finalize a new contract during fiscal 1997.
	2. Parts and Service
	Services and repairs are provided for trucks only, not for automobiles. The Company provides services on an as needed basis, in the case of breakdowns and unforeseen problems, and for regularly scheduled periodic maintenance for truck fleets and other customers. In addition to providing services and repairs, the Company also stocks tires and commonly needed parts at most of its locations. Repair facilities are not available at Belmont, New York, Greenland, New Hampshire, Baltimore, Maryland or Lake Station, Indiana. Truck washes, truck scales and paved parking areas large enough to accommodate a number of over-sized vehicles are also available at some or all of the Company's facilities.
	3. Restaurants
	Each facility, with the exception of Mahwah, New Jersey, includes a 24-hour, family style restaurant where customers are served a variety of "home-cooked" meals. The Company operates most of its restaurants under the name "Buckhorn Family Restaurant". The Company purchases its food products in bulk from unaffiliated sources and meals are prepared and cooked in on-site kitchens.
	4. Motels
	The Company's motel accommodations at travel plazas, which are available to truck drivers and the general public, generally contain double beds, basic furniture, a color television and a full bathroom. Rooms are available at nightly rates ranging from $25-$49 per night. Public laundry facilities are also available. Maybrook and Dansville, New York operate under a franchise from Days Inn. Greencastle and Harborcreek, Pennsylvania operates under a franchise from the Rodeway Inn, Division of Choice Hotels International.
	5. Shopping
	The Company operates both travel stores and convenience stores. Travel stores carry a wide range of products often purchased by truck drivers including health and beauty aids, snacks, tobacco products, western style clothing and footwear, electronic products (CB radios, radar detectors, small televisions, radios, stereos), gift items and many other items. Convenience stores, generally located near the gasoline pump islands, and used more by the general traveling public, offer bread, milk, beverages, snacks, food items and other products usually found in such stores. The Company has an ATM machine at all of its locations to provide cash services for its customers. 	 	6. Billing and Accounting
	The Company offers its own credit billing service to truck fleet operators, permitting a driver to charge purchases of products and services. This service provides the fleet operator with daily records of its drivers' purchases through direct electronic transmission. The Company's electronic billing system can accommodate customers who wish to pay on a cash basis to avoid finance charges or the higher cost of credit billing.
Properties
	The Company's principal office is located in approximately 7,567 square feet of leased office space at 3495 Winton Place, Building C, Rochester, New York 14623. The lease is through December 1997 at an average annual rent of $56,226 plus common area charges with two (2) five year extensions.
	The Company attempts to locate its travel plazas at sites with a high volume of truck and other traffic, as well as easy access for such highway traffic. Sites are generally located just off interstate highways or on other major highways. When and where possible, the Company seeks locations near intersections of such major routes, so that facilities will be easily accessible from more than one such route.
	A description of the travel plazas, mini-travel plazas and other facilities operated by the Company follows.
Travel Plazas
	 1. Dansville, New York. This eight acre site is located at the Dansville interchange of Interstate Route 390, a major north-south highway in western New York. The site, which is approximately forty miles south of the New York State Thruway and thirty miles north of US Route 17, is leased from the Livingston County Industrial Development Agency. The lease expires in March 2000, at which time the Company has both the right and the intention to buy all of the land and improvements for $1.00. The travel plaza contains ten diesel pumps, five gasoline pumps, a two-bay service area, a truck scale, six acres of paved parking, showers, a game room, a ninety-two seat restaurant, a twenty room motel, a travel store and a small convenience store.
	 2. Maybrook, New York. This eighteen acre site is located at the Maybrook interchange of Interstate Route 84, approximately ten miles east of US Route 17 and eight miles west of the New York State Thruway. It is sub-leased from a corporation owned by two people, one of whom is the principal shareholder of the Company, under a lease that expires in March 2004 with three five year renewal options available. The travel plaza contains twelve diesel pumps, six gasoline pumps, a three-bay service area, a truck scale, showers, game room, eight acres of paved parking, a one hundred twenty-nine seat restaurant, a Pizza Hut Express, a thirty-six room motel and a travel store.
	 3. Binghamton, New York. The Company owns a ten acre site located in suburban Binghamton at the intersection of US Route 17 and Interstate Route 81. The travel plaza contains eight diesel pumps, a two-bay service area, a truck scale, six acres of paved parking, a seventy-three seat restaurant, six motel rooms, showers, a travel store and a convenience store with two gasoline pumps.
	 4. Mahwah, New Jersey. This six acre site in northern New Jersey is located on US Route 17, one interchange south of the New York State Thruway and approximately ten miles north of Interstate Route 80. It is leased from an unrelated landlord for a term expiring February 2002. The travel plaza contains three diesel pumps, a one-bay service area, approximately four and one-half acres of paved parking, twelve motel rooms, a travel store and showers.
	 5. Fultonville, New York. The Company owns a twenty acre site at Exit 28 of the New York State Thruway. The travel plaza contains eleven diesel pumps, a two-bay service area, a truck scale, showers, seven acres of paved parking, a one hundred twenty-four seat restaurant, a fourteen room motel, a travel store and a convenience store with four gasoline pumps.
	 6. Candler, North Carolina. The Company owns an eighteen acre site located at Exit 37 of Interstate Route 40, less than ten miles west of Interstate Route 26 and Asheville, North Carolina. The travel plaza contains ten diesel pumps, four gasoline pumps, a two-bay service area, a truck scale, showers, eight acres of paved parking, a one hundred twenty-three seat restaurant and a travel store.
	 7. Bloomsburg, Pennsylvania. The Company owns a thirteen acre site located at Exit 34 on Interstate Route 80. The travel plaza contains twelve diesel pumps, eight gasoline pumps, a five-bay service area, game room, trucker lounge, showers, laundromat, travel store, a one hundred sixty-six seat restaurant, a Subway and convenience store and lighted paved parking.
	 8. Greenland, New Hampshire. This seven acre site is located at Exit 3 on Interstate Route 95. This facility is leased from an unrelated landlord for a term expiring April 2014. The travel plaza contains eight two hose diesel pumps, four gasoline pumps, a truck scale, showers, game room, travel and convenience store, a one hundred forty seat restaurant, a Pizza Hut Express and lighted paved parking.
	 9. Milesburg, Pennsylvania. The Company owns a eleven and one half acre site located at Exit 23 on Interstate Route 80. The travel plaza contains four two hose diesel pumps, eight gasoline pumps, a three-bay service area, showers, game room, travel store, a ninety-six seat restaurant and lighted paved parking.
	10. Paulsboro, New Jersey. The Company owns a thirty-two acre site located at the Mt. Royal Exit on Interstate Route 295. The travel plaza contains twelve diesel pumps, eight gasoline pumps, a truck scale, a truck wash, a thirteen room motel, showers, a three-bay service area, game room, travel store, brokerage service, a one hundred twenty-seven seat restaurant and lighted paved parking.
	11. Porter, Indiana. The Company owns a thirty-six and one half acre site located at 1600 US Highway 20 near Exit 22b on Interstate Route 94. This travel plaza has a twenty-nine thousand square foot main building that contains a travel store, trucker lounge, showers, game room, broker's offices and a one hundred ninety-five seat restaurant. Additionally there is a two-bay service area, twelve diesel pumps, eight gasoline pumps and approximately nine acres of lighted paved parking.
	12. Lake Station, Indiana. This twenty-four acre site is located on US Highway 51, just north of Interstate Routes 80 and 90. This facility is leased from an unrelated landlord until January 1999 with two ten year renewal options available. This travel plaza has a thirty thousand square foot main building that contains a travel store, truckers' lounge, game room, showers, brokers' offices and a two hundred and one seat restaurant. There are sixteen diesel fuel islands covered by a canopy and paved parking for approximately two hundred trucks. In addition there are four gasoline pumps.
13. Greencastle, Pennsylvania. The Company owns a twenty-seven acre site located at Exit 3 on Interstate Route 81, a few miles north of the Maryland and Pennsylvania state border. The travel plaza consists of four buildings, a convenience store with gasoline fuel islands, a thirty-six room motel, a fuel building with a four-bay service area, twelve diesel pumps and a main building with a travel store, showers, a telephone room, a game room, trucker lounge and a one hundred forty-five seat restaurant.
14. Baltimore, Maryland. The Company leases a 21 acre travel plaza and (across the street) a 2.2 acre gasoline/convenience store at Exit 57 on Interstate 95. The total facility consists of three buildings. The gasoline and convenience store has 16 pumps for both gasoline and diesel. The fuel building has a travel and convenience store and a Subway fast food operation. The main building contains a travel store, showers, a telephone room, a game room, a sixty room motel and a hundred twenty seat restaurant. There are 16 diesel pumps, truck scales and secured parking for 260 trucks.
15. Harborcreek, Pennsylvania. The Company owns a 72 acre site of which 24 acres are used for the travel plaza at Exit 10 on Interstate 90. The travel plaza consists of two buildings, a thirty-six room motel and a main building. The main building has a travel and convenience store, a one hundred eighty seat restaurant, a Pizza Hut Express, showers, a telephone room, a game room, a trucker lounge and a three bay shop. There are 10 diesel pumps with satellites and card readers. There are four double sided gasoline pumps with pay at the pump capability. There is paved parking for 177 trucks in addition to car and RV spaces.
Mini-travel Plazas
	 1. Belmont, New York. The Company owns a nine acre site at the Belmont interchange on US Route 17, in southwestern New York state. The mini-travel plaza contains six diesel pumps, four gasoline pumps, a travel store, a convenience store, a fifty-five seat restaurant and three acres of paved parking.
Other Facilities
	 1. Berwick, Pennsylvania (Beach Haven) The Company owns a five acre site that is a pipeline terminal consisting of five above ground storage tanks with a total capacity of 2,411,585 gallons. It is used to store diesel fuel and home heating oil. An office building/warehouse is also located at the site.
Summary of Property Interest
	The following table summarizes the Company's interests in real property, as discussed above: 		Date Approx. Leased or Rent Per Lease Location Opened Acreage Owned Month (1) Expiration Dansville, NY Mar 80 8 Leased (2) $ 4,000(3) Mar 2000 Maybrook, NY Mar 84 18 Leased (4) $37,500 Mar 2004 Binghamton, NY Mar 84 10 Owned N/A N/A Mahwah, NJ Mar 84 6 Leased $ 8,788 Feb 2002 Fultonville, NY Mar 84 20 Owned N/A N/A Belmont, NY May 86 9 Owned N/A N/A Candler, NC Dec 86 18 Owned N/A N/A Bloomsburg, PA Dec 86 13 Owned N/A N/A Milesburg, PA Dec 86 12 Owned N/A N/A Paulsboro, NJ Dec 86 32 Owned N/A N/A Berwick, PA Dec 86 5 Owned N/A N/A Porter, IN Jan 89 36 Owned N/A N/A Lake Station, INJan 89 24 Leased (5) $29,583 Jan 1999 Greencastle, PA Dec 89 27 Owned N/A N/A Rochester, NY Aug 91 Office Leased $ 4,686 Dec 1997 Greenland, NH Apr 94 7 Leased (6) $18,000 Apr 2014 Baltimore, MD Mar 96 23 Leased (7) $68,542 Feb 2003 Harborcreek, PA Jun 96 72 Owned N/A N/A
(1) In addition to the base rent listed in the above table, the Company is required to pay, under its leases, all property taxes, maintenance expenses and premiums for liability insurance on the respective properties. (2) The Company has an option to purchase for $1.00 at the expiration of the lease term. (3) Plus interest at 8.5% per annum on the declining principal balance of the Industrial Development Loan for this facility. (4) Leased from Maybrook Realty, Inc., a corporation owned by two people, one of whom is the principal shareholder of the Company. The Company has the option to renew the lease for three five year periods with monthly payments of $41,250, $45,375 and $49,913 respectively. The Company has the option to purchase the facility upon the expiration of the lease or at the end of any extended term for $3,500,000. (5) Leased from the previous owner of the Porter, Indiana facility. The Company has an option to purchase the facility any time after January 1999 for $3,250,000. If the Company does not purchase the facility, it also has the option to renew the lease for two ten year periods with monthly payments of $31,050 and $35,707 respectively. (6) Leased from unrelated third party for 20 years with option to renew for two five year periods. Purchase options of $2,400,000 from 5/1/99 through 4/30/04, $2,750,000 from 5/1/04 through 4/30/09 and the greater of fair market value or $3,000,000 from 5/1/09 through 4/30/14. (7) Leased from unrelated third party for 7 years. There are several purchase/sale/extension options affecting the property.
Competition
	The truck stop business in general and the separate aspects that make up such business are all highly competitive. There are many chain and single operator truck stops throughout the Company's marketing area.
	In addition to other truck stops, the Company faces competition from major and independent oil companies and independent service station operators; national and independent operators of motels and motel chains; national and independent operators of restaurants, diners and other eating establishments; and super markets, department stores, other convenience stores, drug stores and other retail outlets.
	Many of the Company's competitors, such as the major oil companies and national and regional motel, restaurant and retail chains, are larger, better established and have greater financial and other resources than the Company. While the Company intends to attempt to offset these advantages by continuing to offer all of its products and services in one, well chosen, highly visible and easily accessible location, there can be no assurance that this marketing strategy will be successful and profitable.
Regulation
	The Company's fueling operations are subject to federal, state and local laws and regulations concerning environmental matters. These laws and regulations affect the storing, dispensing and discharge of petroleum and other wastes and affect the Company both in the securing of permits for its fueling operations and in the ongoing conduct of such operations. Facilities that engage primarily in dispensing petroleum products have in the last ten years been the subject of close scrutiny by regulators. Although the Company believes that it maintains operating procedures satisfactory to comply with such regulations and scrutiny, maintains environmental insurance on most of its facilities, and to date has not had any material environmental claim or expense, there can be no assurance that significant cleanup or compliance costs may not be incurred by the Company and may affect the Company's earnings.
	In addition, the Company's motel and restaurant operations are subject to federal, state and local regulations concerning health standards, sanitation, fire and general overall safety. In addition, truck stops must comply with the requirements of local governmental bodies concerning zoning, land use and, as discussed above, environmental factors. Difficulties in obtaining the required licensing or approvals could result in delays or cancellations in the opening of proposed new motor plazas.
Employees
	As of April 30, 1996, the Company had a total of 1,348 employees, 1,094 full-time and 254 part-time. Of the full-time employees, 33 are involved in the corporate office and administrative activities, 107 in travel plaza management, 4 in sales and marketing, 2 in design and construction management and the balance in general operating duties, where all of the part-time employees are involved.
	The Company has never had a work stoppage and none of its employees are represented by a labor organization. The Company believes that it provides working conditions, wages and benefits that are competitive with other providers of similar products and services, and considers its employee relations to be excellent.
Item 2.

Item 2. Properties
	A description of the Company's facilities is set forth under Item 1 of this Report beginning on page 8 under the caption "Properties" and such information is hereby incorporated by reference in this Item 2.
Item 3.

Item 3. Legal Proceedings
	In 1988, the Company was sued in the Court of Common Pleas, Lucerne County, Pennsylvania by the purchaser (the "Purchaser") of 23 gas stations from the Company claiming violations of a 1987 Agreement of Sale. The Company had filed a separate claim against the Purchaser seeking reimbursement for gasoline taxes paid to the Commonwealth of Pennsylvania by the Company that the Company claims were the responsibility of the Purchaser in connection with the purchase of the stations. These matters were settled in July 1996 and did not have a material adverse impact on the Company's financial position, results of operation or cash flow.
	The Company is not presently a party to any other litigation (i) that is not covered by insurance or (ii) which singly or in the aggregate would have a material adverse effect on the Company's financial condition and results of operations, and management has no knowledge that any other litigation has been threatened.
Item 4.

Item 4. Submission of matters to a vote of Security Holders.
	Not Applicable
PART II
Item 5.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
	The common stock of the registrant is traded on the over-the-counter market on NASDAQ under the symbol TPOA. The range of reported high and low sale prices of the common stock during each quarter of the Company's fiscal years ended April 30, 1996, and April 30, 1995, were as follows:
				1996 1995 			High Low High Low
1st Quarter 2 7/8 2 2 3/4 1 7/8 2nd Quarter 5 3/4 2 11/16 2 1/2 2 3rd Quarter 3 1/2 2 1/8 2 7/8 2 1/8 4th Quarter 2 7/8 2 1/4 2 7/8 2 1/4
	As of April 30, 1996, the approximate number of holders of common stock of the registrant was 1,600.
	Sale prices are as reported by NASDAQ through April 30 of each year. All such prices represent actual transaction prices versus bid quotations because of the Company's inclusion on the NASDAQ National Market System.
	The Company may not declare dividends without prior consent from its primary lender. No dividends were declared or paid during the year.
Item 6.

Item 6. Selected Financial Data
Operations 1996 1995 1994 1993 1992
Net Sales $165,164,391 $153,267,079 $137,575,675 $137,682,172 $137,945,037
Gross Profit$ 39,142,697 $ 38,237,699 $ 34,610,393 $ 32,574,737 $ 33,470,920
Income before cumulative effect of change in an accounting principle$ 1,690,500 $1,890,032 $1,457,613 $ 782,592 $ 553,918
Cumulative effect of change in an accounting principle $ 0 $ 0 $ (99,735)$ 0 $ 0
Net Income $1,690,500 $ 1,890,032 $ 1,357,878 $ 782,592 $ 553,918
Common Stock
Primary Income Per Share: Income before cumulative effect of change in an accounting principle$ .32 $ .36 $ .28 $ .15 $ .11
Cumulative effect of change in an accounting principle$ .00 $ .00 $ (.02) $ .00 $ .00
Net Income $ .32 $ .36 $ .26 $ .15 $ .11
Weighted Average Number Shares Outstanding 5,366,177 5,295,523 5,260,100 5,184,038 5,184,038
Fully Diluted Income Per Share: Income before cumulative effect of change in an accounting principle $ .28 $ .34 $ .28 $ .15 $ .11
Cumulative effect of change in an accounting principle $ .00 $ .00 $ (.02) $ .00 $ .00
Net Income $ .28 $ .34 $ .26 $ .15 $ .11
Weighted Average Number Shares Outstanding 6,926,676 5,769,480 5,260,100 5,184,038 5,184,038
Financial Data
Total Assets $ 55,278,604 $51,370,810 $ 41,847,897 $ 40,118,711 $42,433,989
Long Term Liabilities $27,828,457 $25,726,157 $ 18,268,139 $ 18,155,037 $21,040,025
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
	Current year ended April 30, 1996 compared to year ended 	April 30, 1995
		The Company had earnings of $2,884,500 before income taxes and $1,690,500 in net income on net sales of $165,164,391. This is a decline in net income of $199,532 or 10.6% and a increase in net sales of $11,897,312 or 7.8%. 		Overall sales increased despite the sale of the facility in Fairplay, South Carolina in June 1995, primarily as a result of increased sales volume in existing locations and partially the result of the acquisition in Baltimore, Maryland on March 1, 1996. On a same unit basis, revenue from diesel sales were up 9%, restaurant up 4%, retail stores up 10% and truck repair shops up 3%.
	Retail diesel gallons sold during 1996 were 94 million, an increase of 4 million gallons or 5% over the prior year. Same unit diesel gallons increased 5.1 million or 6%. Sales of retail gasoline gallons were 9.1 million for 1996, an increase of 0.5 million gallons or 6% from the prior year. Same unit gasoline sales increased 0.4 million or 4%.
	Gross profits increased $0.9 million from the prior year. Non-fuel gross profit increased $0.8 million and gasoline gross profit increased $0.2 million while diesel gross profit declined $0.1 million. Retail diesel margins per gallon declined from the prior year. The gross profit from the increased number of gallons offset most of the per gallon decline. All areas of non-fuel gross profit increased over last year. During the year the Company exercised its option to cancel a fixed price contract for diesel fuel. As a result of this, the Company recorded a gain of $412,000 which is included in cost of goods sold. The contract was to run until August 2003 and amounted to less than 3% of the Company's annual usage of diesel fuel.
Listed below is the breakdown of revenue and gross profits by major sales classification for the fiscal years ended April 30, 1996, and April 30, 1995.
	 Percent Percent Percent Percent Sales of 1996 of 1996 of 1995 of 1995 Category Revenue Gross Profit Revenue Gross Profit Diesel Fuel 64 29 64 30 Gasoline 7 3 7 3 Restaurant 11 32 11 31 Store 8 13 8 12 Shop 6 12 6 12 Motel 1 3 1 3 Other 3 8 3 9
	Operating expenses were $615,000 or 2% more than the prior year. Same unit expenses increased $860,000 or about 3%.
	General and administrative expenses increased $467,000 or 12% as compared to the prior year. Wages increased $151,000 as a result of additional staff and salary increases. Advertising increased $88,000 from increased marketing programs. Travel and entertainment increased $131,000 due to additional staff and acquisition activity.
	Interest expense increased by $230,000 from the prior year as a result of the increased levels of debt. Other income increased from last year as a result of the sale of two properties.
	Prior year ended April 30, 1995 compared to year ended April 30, 1994
		The Company had earnings of $3,020,632 before income taxes and $1,890,032 in net income on net sales of $153,267,079. This is an improvement in net income of $532,154 or 39% and in net sales of $15,691,404 or 11%.
	Sales increased due to the acquisition in Greenland, New Hampshire and on a same unit basis. On a same unit basis, revenue from diesel sales were up 4%, restaurant up 6%, retail stores up 13% and truck repair shops up 11%. Overall, revenue from diesel sales were up 11%, restaurants up 15%, retail stores up 19% and truck repair shops up 11%.
	Retail diesel gallons sold during 1995 were 89 million, an increase of 11 million gallons or 14% over the prior year. Same unit diesel gallons increased 4.4 million or 6%. Sales of retail gasoline gallons were 8.5 million for 1995, a increase of 0.6 million gallons or 7% from the prior year. Same unit gasoline sales increased 0.3 million or 4%.
	Gross profits increased $3.6 million from the prior year. The largest improvement came from restaurant gross profit increasing by $1.7 million as sales and margins improved. Diesel gross profits increased by $0.8 million from the increased volume. Store gross profit increased $0.8 million from increased sales and improved margins. Truck repair shop gross profit was up $0.3 million from the increase in sales.
Listed below is the breakdown of revenue and gross profits by major sales classification for the fiscal years ended April 30, 1995, and April 30, 1994.
		Percent Percent Percent Percent Sales of 1995 of 1995 of 1994 of 1994 Category Revenue Gross Profit Revenue Gross Profit Diesel Fuel 64 30 64 31 Gasoline 7 3 7 3 Restaurant 11 31 11 30 Store 8 12 8 11 Shop 6 12 6 13 Motel 1 3 1 3 Other 3 9 3 9
	Operating expenses were $2,263,000 or 8% more than the prior year. Approximately $2 million of the increase resulted from the Company's new facility in Greenland, New Hampshire. Same unit expenses increased $.6 million or about 2%.
	General and administrative expenses increased $236,000 or 7% as compared to the prior year. Of this total, advertising increased $54,000 and travel and entertainment increased $74,000 due to additional staff and potential acquisition activity. The bonus provision increased $66,000 as a result of the increased profitability of the Company.
	Interest expense increased by $673,000 from the prior year as a result of the increased prime rate and increased levels of debt.
Financial Condition, Liquidity and Capital Resources
	Generally, the Company's capital resources are derived mainly from cash provided by operating activities. In fiscal 1996 operating activities accounted for the generation of cash in the amount of $3,207,847 compared to $3,913,693 in fiscal 1995 and $3,973,781 in fiscal 1994.
	Cash used in investing activities was $11,531,950 in fiscal 1996, $3,316,353 in fiscal 1995 and $3,039,248 in fiscal 1994. The change from 1995 to 1996 is due primarily to the construction of the new travel plaza in Harborcreek, Pennsylvania and an increase in capital expenditures for renovation and expansion of several travel plazas.
	Financing activities provided net cash of $2,397,367 in fiscal 1996 and $5,819,058 in fiscal 1995 compared to a net use of cash in the amount of $837,926 in fiscal 1994. The Company used a revolving line of credit to fund part of the construction of the Harborcreek facility in 1996.
	The overall result of the above activity was a net decline of cash in the amount of $5,926,736 compared to a net increase of cash in the amount of $6,416,398 in fiscal 1995 and $96,607 in fiscal 1994.
	The amount permitted to be outstanding pursuant to the Company's line of credit is the lesser of $2,750,000 or the sum of 80% of the Company's accounts receivable under 90 days old, plus 45% of the Company's inventory. As of April 30, 1996, the Company had utilized $200,000 of its available line of credit as collateral for various letters of credit. Commitments by the Company's primary lending institution for the line of credit expire on August 31, 1996. Before that time, the Company intends to re-negotiate the terms of this agreement.
	The Company's working capital excluding current portion of long term debt was $2,231,495 at April 30, 1996 and $7,380,259 at April 30, 1995. The cash raised by issuing of debentures and the refinancing of debt in fiscal 1995 was used for capital expenditures in fiscal 1996.
	On June 15, 1995, the Company sold its facility at Fairplay, South Carolina to an unrelated third party. The transaction was for the net book value and the Company received a mortgage on the property for a portion of the purchase price.
	On December 21, 1995, the Company entered into an agreement with its primary lender that provided a construction line of credit in the amount of $3,500,000 for the construction of the Harborcreek facility. On or about July 31, 1996, the Company will close permanent financing in the amount of $6,000,000, based upon a 15 year amortization and a 10 year balloon. The Company plans on using a fixed rate for this financing.
	On March 1, 1996, the Company took over the operation of the Baltimore 	Port Truck Plaza. The Company signed a seven year lease on the property.
	The Company now has a significant portion of its borrowings financed through fixed interest rates.
	Certain loan agreements require that the Company maintain specified minimums with regard to net worth, current maturity coverage and the incurrence of additional indebtedness. In addition, the Company cannot declare dividends without the consent of its primary lender. The Company is in compliance with such requirements and restrictions.
	The cash requirements associated with the Company's expansion and renovation programs will continue to be met through a combination of cash generated from operations and bank financing.
	Authorized, but unissued stock is available for financing needs; however there are no current plans to use this source.
Financial Statements and Supplementary Data
Index to Financial Statements and Supplementary Schedules
								 PAGE The Following information is presented in this report:
	Report of Independent Accountants........................... 22
	Balance Sheet for the years ended April 30, 1996 and 1995.. 23
	Statement of Income for the years ended 	 April 30, 1996, 1995 and 1994.............................. 24
	Statement of Cash Flows for the years ended 	 April 30, 1996, 1995 and 1994.............................. 25
	Notes to Financial Statements............................... 26
	Selected Quarterly Financial Information (Unaudited)....... 38
All other schedules are omitted because they are not applicable or because the required information is included in the financial statements or notes thereto.
	Report of Independent Accountants
To the Board of Directors and Shareholders of Travel Ports of America, Inc.
In our opinion, the financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Travel Ports of America, Inc. at April 30, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended April 30, 1996, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above.
As discussed in Note 1, in 1994 the Company adopted the provisions of SFAS No. 109 "Accounting for Income Taxes."
PRICE WATERHOUSE LLP
Rochester, New York 14604 June 28, 1996
TRAVEL PORTS OF AMERICA, INC. Balance Sheets
						 April 30, 					 1996 1995 Assets Current assets: Cash and cash equivalents $ 1,667,062 $ 7,593,798 Accounts receivable, less allowance for doubtful accounts ($208,000 in 1996 and $214,000 in 1995) 4,357,246 3,683,235 Notes receivable 56,915 332,655 Inventories 5,333,829 5,790,823 Prepaid and other current assets 1,052,626 532,904 Deferred taxes - current 371,800 381,900 		Total current assets 12,839,478 18,315,315
Notes receivable due after one year 2,071,671 1,390,600 Property, plant and equipment, net 35,976,800 27,052,462 Cost in excess of underlying net asset value of acquired companies 1,968,496 2,032,686 Other assets 2,422,159 2,579,747
					$ 55,278,604 $ 51,370,810 Liabilities and Shareholders' Equity Current liabilities: Current portion of long-term debt and capital lease obligation $ 2,756,102 $ 2,360,015 Accounts payable 5,994,740 6,897,323 Accounts payable - affiliate 747,939 597,100 Accrued compensation 1,460,862 1,335,305 Accrued sales and fuel tax 1,247,586 1,047,649 Accrued expenses and other current liabilities 1,156,856 1,057,679 		Total current liabilities 13,364,085 13,295,071
Long-term debt and capital lease obligation 22,284,257 20,328,957 Convertible senior subordinated debentures 4,650,000 4,650,000 Deferred income taxes 894,200 747,200 Total liabilities 41,192,542 39,021,228
Shareholders' equity Common stock, $.01 par value Authorized - 10,000,000 shares Issued and outstanding - 5,239,124 shares in 1996 and 5,209,924 shares in 1995 52,391 52,099 	Additional paid-in capital 3,813,429 3,767,741 	Retained earnings 10,220,242 8,529,742 	 Total shareholders' equity 14,086,062 12,349,582
					 $ 55,278,604 $51,370,810
The accompanying notes are an integral part of these financial statements. TRAVEL PORTS OF AMERICA, INC. Statements of Income Year ended April 30, 				1996 1995 1994
Net sales and operating revenues (including consumer excise taxes of $36,258,000 in 1996, $35,356,000 in 1995, and $31,270,000 in 1994) $165,164,391 $153,267,079 $137,575,675
Cost of goods sold 126,021,694 115,029,380 102,965,282
Gross profit 39,142,697 38,237,699 34,610,393 Operating expenses 30,001,684 29,386,240 27,122,941 General and administrative expenses 4,273,191 3,805,780 3,569,441 Interest expense 2,520,728 2,290,904 1,618,341
Other income, net (537,406) (265,857) (188,243) 				36,258,197 35,217,067 32,122,480 Income before income taxes and cumulative effect of change in accounting principle 2,884,500 3,020,632 2,487,913
Provision for income taxes 1,194,000 1,130,600 1,030,300
Income before cumulative effect of change in accounting principle 1,690,500 1,890,032 1,457,613
Cumulative effect of change in accounting principle (99,735)
Net income $ 1,690,500 $ 1,890,032 $ 1,357,878
Earnings per share - primary: Income before cumulative effect of change in accounting principle$ .32 $ .36 $ .28 	Cumulative effect of change in accounting principle (.02)
	Net income $ .32 $ .36 $ .26
Earnings per share - fully dilutive: Income before cumulative effect of change in accounting principle $ .28 $ .34 $ .28 	Cumulative effect of change 	in accounting principle (.02)
	Net income $ .28 $ .34 $ .26
The accompanying notes are an integral part of these financial statements. TRAVEL PORTS OF AMERICA, INC. Statements of Cash Flows 					Year ended April 30, 			 1996 1995 1994
Operating activities: Net income $ 1,690,500 $1,890,032 $ 1,357,878 Cumulative effect of change in accounting principle 99,735 Depreciation and amortization 2,724,604 2,439,513 2,359,947 Provision for losses on accounts receivable 50,994 7,051 30,517 Provision for (benefit of) deferred income taxes 157,100 84,400 (38,906) (Gain) loss on sale of assets(213,881) 27,462 (234,485) Provision for inventory obsolescence (34,300) 58,601 Writedown of assets to fair market value 50,000 200,000 Changes in operating assets and liabilities - Accounts receivable (725,005) (672,194) (449,116) Notes receivable (29,792) Inventories 491,294 (1,277,282) (183,546) Prepaid and other current assets (519,722) (265,172) (64,526) Accounts payable and accounts payable - affiliate (751,744) 2,227,303 1,269,037 Accrued compensation 125,557 260,801 92,360 Accrued sales and fuel tax 199,937 (408,364) (669,189) Accrued expenses and other current liabilities 99,176 (49,060) 177,303 Changes in other non- current assets (86,663) (429,606) 26,772 Net cash provided by operating activities 3,207,847 3,913,693 3,973,781
Investing activities: Expenditures for property, plant and equipment (12,021,255) (3,732,736) (1,358,891) Acquisition of leasehold interest (2,075,000) Decrease (increase) in other assets 200,000 (200,000) 	Proceeds from sale/disposal of property, plant and equipment 294,636 133,870 366,512 	Net proceeds received from notes receivable 194,669 82,513 228,131 Net cash used in investing activities: (11,531,950) (3,316,353) (3,039,248)
Financing activities: Net short-term payments (1,752,000) (286,000) Principal payments of long-term debt (2,409,613) (7,618,962) (3,051,926) Proceeds from long- term borrowings 4,761,000 10,500,000 2,500,000 	Proceeds from convertible senior subordinated debentures 4,650,000 	Exercise of 	stock options 45,980 40,020 Net cash provided by (used in) financing activities 2,397,367 5,819,058 (837,926)
Net (decrease) increase in cash and equivalents (5,926,736) 6,416,398 96,607 Cash and equivalents - beginning of year 7,593,798 1,177,400 1,080,793
Cash and equivalents - end of year 1,667,062 $ 7,593,798 $ 1,177,400
	SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year: Interest paid $ 2,504,368 $ 2,200,881 $ 1,625,628 Income taxes paid, net $ 1,164,000 $ 1,396,100 $ 1,046,085
The accompanying notes are an integral part of these financial statements. NOTE 1 - THE COMPANY AND ITS ACCOUNTING POLICIES:
The Company is primarily engaged in the operation of travel plazas and has fifteen full service plazas and one mini plaza located in the states of New York, Pennsylvania, New Jersey, Indiana, Maryland, North Carolina and New Hampshire. A significant portion of the Company's sales and receivables are with companies in the trucking and related industries.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles. The preparation of financial statements in conformity with such principles requires the use of estimates by management during the reporting period. Actual results could differ from those estimates.
The Company's significant accounting policies follow.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined on the first-in, first-out (FIFO) method. The FIFO value of inventory approximates the current replacement cost.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided on the straight-line basis over the estimated useful lives of the related assets as follows: land improvements - 15 years; buildings and improvements - 39 years; and equipment and fixtures - 3 to 15 years. Leasehold improvements are amortized over the remaining term of the applicable leases or their estimated useful lives, whichever is shorter. Expenditures for maintenance and repairs are charged to expense as incurred. Major improvements are capitalized.
Cost in excess of underlying net asset value of acquired companies
The Company amortizes cost in excess of underlying net asset value of companies acquired over 40 years. The amount presented on the balance sheet is net of accumulated amortization of $599,108 and $534,918 at April 30, 1996 and 1995, respectively. Amortization expense for the years ended April 30, 1996, 1995, and 1994 was $64,190, $64,190, and $67,434, respectively. Management periodically evaluates these assets for impairment and reviews the related amortization period for appropriateness.
Earnings per share
Earnings per share is computed by dividing net income by the weighted average number of common and, when applicable, common equivalent shares outstanding during the period. Weighted average shares used in the computation were 5,366,177 in 1996, 5,295,523 in 1995, and 5,260,100 in 1994. Fully diluted earnings per share include the dilutive impact of common equivalent shares and the convertible debentures. Weighted average shares used in the computation were 6,926,676 in 1996, 5,769,480 in 1995 and 5,260,100 in 1994.
Cash equivalents
For purposes of this statement, the Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents.
Fair value of financial instruments
Cash and cash equivalents, accounts receivable and inventories are valued at their carrying amounts, which are reasonable estimates of fair value. The fair value of long-term debt is estimated using rates currently available to the Company for debt with similar terms and maturities and is not materially different from the carrying amount. The fair value of all other financial instruments approximates cost as stated.
Income taxes
In May 1993, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." The adoption of SFAS No. 109 changed the Company's method of accounting for income taxes from the deferred method (APB 11) to an asset and liability approach. The asset and liability approach requires recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of such assets and liabilities. This method utilizes enacted statutory tax rates in effect for the year in which the temporary differences are expected to reverse and gives immediate effect to changes in income tax rates upon enactment. Deferred tax assets are recognized, net of any valuation allowance, for deductible temporary differences and net operating loss and tax credit carryforwards. The adoption of SFAS No. 109 was recognized in the financial statements as the cumulative effect of a change in accounting principle and resulted in a $99,735 charge to 1994 earnings.
Accounting pronouncements
The Financial Accounting Standards Board (FASB) issued SFAS 121, "Accounting for the Impairment of Long-Lived Assets to Be Disposed Of," effective for fiscal years beginning after December 15, 1995. The Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The adoption of SFAS 121 is not expected to significantly impact future operating results.
The FASB issued SFAS 123, "Accounting for Stock-Based Compensation," effective for fiscal years beginning after December 15, 1995, which establishes accounting and reporting for stock-based employee compensation plans. This Statement defines a fair value based method of accounting for an employee stock option or similar equity instrument, but also allows an entity to continue to measure compensation cost for those plans using the current method of accounting prescribed by APB Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees." The Company has elected not to change its method of accounting for employee stock options and will provide the pro forma fair value disclosures required by the new pronouncement.
NOTE 2 - FACILITY ADDITIONS AND DISPOSALS:
On March 1, 1996, the Company entered into a lease agreement for a facility in Baltimore, Maryland which will be operated as a full-service travel plaza. The term of the lease is seven years and is recorded as an operating lease (Note 6).
On June 15, 1995, the Company sold its Fairplay, South Carolina facility. The Company received as consideration a cash down payment and a $600,000 note receivable. This sale had no significant impact on operations.
On April 30, 1994, the Company acquired a leasehold interest in a full service travel plaza in Greenland, New Hampshire from a bankruptcy court. In conjunction with this acquisition, the Company also purchased $75,000 in inventory. Simultaneously, the Company entered into a twenty-year operating lease for the facility with a third party unrelated to the seller. The leasehold interest will be amortized over the life of the lease (Note 5). The Company made a cash payment for this acquisition amounting to less than 5% of its total assets.
In August 1993, the Company sold its Allentown, Pennsylvania facility. The Company received as consideration a cash down payment and a $1,425,000 note receivable. This sale had no significant impact on operations.
NOTE 3 - INVENTORIES:
Major classifications of inventories are as follows:
				1996 1995
At FIFO cost: Petroleum products $ 925,239 $ 1,467,754 Store merchandise 1,960,961 1,708,595 Parts for repairs and tires 1,884,512 2,138,790 Other 563,117 475,684 			 $ 5,333,829 5,790,823
NOTE 4 - PROPERTY, PLANT AND EQUIPMENT:
Major classifications of property, plant and equipment are as follows:
					 1996 1995
Land $ 6,225,074 $ 6,520,112 Land improvements 8,795,560 7,415,110 Buildings and improvements 19,218,731 18,074,104 Equipment and fixtures 12,794,052 10,561,679 Leasehold improvements 4,272,663 1,536,711 Construction in progress 4,870,398 1,024,099 					56,176,478 45,131,815 Less - Allowance for depreciation and amortization (20,199,678) (18,079,353)
				 $ 35,976,800 $ 27,052,462
Interest costs capitalized aggregated $164,900 in 1996. No interest costs were capitalized in 1995 and 1994.
These amounts include property, plant and equipment under a capital lease as follows:
					 1996 1995 	Buildings $ 706,031 $ 706,031 	Land improvements 243,969 243,969 					 950,000 950,000 	Less - Accumulated amortization (640,010) (616,820)
					 $ 309,990 $ 333,180
The leased assets relate to an agreement with the Livingston County Industrial Development Agency under which the Agency's bond proceeds were used to acquire, construct and equip an operating facility in Dansville, New York. The Company has the option to buy the facility for $1 at the end of the lease term, February 2000. Lease amortization amounted to $23,190 for each of the years 1996, 1995, and 1994, and is included in depreciation expense.
NOTE 5 - OTHER ASSETS:
At April 30, 1996 and 1995, other assets include a leasehold interest in a full service travel plaza in Greenland, New Hampshire with a carrying value of $1,920,500 and $2,027,200, respectively. The leasehold interest represents the amount paid by the Company for the rights to operate a full service plaza under the terms of a twenty-year lease and is being amortized over the life of the lease (Note 6). Deferred financing costs included within other assets are being amortized on a straight-line basis over the term of the related debt and have a carrying value of $399,500 and $503,600 at April 30, 1996 and 1995, respectively. Amortization expense for the years ended 1996, 1995, and 1994 was $244,300, $183,500, and $107,100, respectively.
NOTE 6 - LEASES:
The Company leases six of its operating facilities and its home office under various terms from 3 to 20 years. Certain of the operating leases contain renewal options for periods beyond their original terms at specified rates of payment and five of the leases include purchase options exercisable at future dates. The Company has also entered into various leases of equipment and property used in operations and related office space with various lease periods and renewal options.
At April 30, 1996, future minimum payments required under non-cancelable leases are as follows:
	 Operating Capital
1997 $ 2,300,786 $ 63,077 1998 2,160,651 59,041 1999 2,011,067 55,001 2000 1,634,837 50,965 2001 1,625,762 11,315 Future 6,847,917 	 $ 16,581,020 239,399 Less - Amount representing interest (38,314)
Present value of net minimum lease payments $201,085
Rental expense applicable to operating leases, net of sublease income of $333,900, $361,600, and $275,100, amounted to $1,352,200, $1,180,600, and $1,037,800, for 1996, 1995, and 1994, respectively.
NOTE 7 - DEBT AND CAPITAL LEASE OBLIGATION:
Debt and capital lease obligation consist of the following:
						 1996 1995
Lines of credit to be refinanced: Construction line - prime plus .5% $ 2,925,000 Prime plus .5% 1,836,000
Mortgage loans: Due 2001, prime plus 1.000% 344,395 $ 411,061 Due 2003, prime plus .875% 966,677 1,100,009 Due 2004, prime plus .875% 2,531,766 2,858,379 Due 2005, prime plus .875% 3,208,150 3,574,942
Term loans: 	Due 1997, prime plus 1.000% 1,406,685 1,531,724 	Due 1999, fixed rate of 9.650% 2,041,674 2,291,670 	Due 2002, fixed rate of 10.120% 9,427,469 10,424,544
Obligation under capital lease, 8.5% 201,085 248,585
Other long-term debt, various rates and maturities 151,458 248,058 						 25,040,359 22,688,972 	Less - Portion due within one year, including amounts for capital lease of $47,500 in 1996 and 1995 ( 2,756,102) (2,360,015) 					 $ 22,284,257 $ 20,328,957
The prime interest rate was 8.25% and 9.00% at April 30, 1996 and 1995, respectively.
In December 1995, the Company's primary lending institution established an additional $3,500,000 line of credit for the construction of the Harborcreek facility (Note 12). The maximum balance outstanding on the line was $2,925,000 at April 30, 1996. The line expires on July 31, 1996, and the Company has an agreement to convert the line to a $6,000,000 mortgage loan. Interest on the loan is prime plus .5%. However, the Company has the option to convert to a fixed interest rate at conversion. The loan will require monthly payments of principal and interest through June 2006 with a lump sum payment in July 2006.
The Company's primary lending institution has renewed its commitment for the Company's existing line of credit through August 31, 1996. The line of credit is now limited to the lesser of $2,750,000 or the sum of 80% of the Company's accounts receivable under 90 days old, plus 45% of the Company's inventory. The maximum balance outstanding on this line was $1,836,000 at April 30, 1996. The outstanding balance will be refinanced by July 31, 1996 with the $6,000,000 Harborcreek mortgage loan. At April 30, 1996, the Company had utilized $200,000 of its available line of credit as collateral for various letters of credit.
None of the debt agreements outstanding during 1996 require material compensating balances or commitment fees. Substantially all assets of the Company have been pledged to secure the outstanding borrowings.
Certain loan agreements require that the Company maintain specified minimums with regard to net worth, current maturity coverage and the incurrence of additional indebtedness. In addition, the Company cannot declare dividends without the consent of its primary lender. The Company is in compliance with such requirements and restrictions.
Long-term debt requirements excluding capital leases, over the next five years are as follows: 1997 - $2,708,602; 1998 - $2,825,200; 1999 - $2,954,100; 2000 - $3,096,700 and 2001 - $3,218,000.
NOTE 8 - CONVERTIBLE SENIOR SUBORDINATED DEBENTURES:
During January 1995, the Company issued $4,650,000 of 8.5% convertible senior subordinated debentures due January 15, 2005 together with warrants to purchase 93,000 additional shares of the Company's common stock. No principal repayments are required until January 2001. Commencing in January 2001, the Company is required to redeem, on an annual basis, 20% of the outstanding balance of debentures at par. Interest is payable on a quarterly basis. The debentures are subordinate to all other indebtedness and may be converted at the bondholders' option into 1,550,000 shares of the Company's common stock at $3.00 per share. The debentures are callable at the discretion of the Company after January 15, 1998, at a redemption price equal to 109% of the principal amount outstanding as of January 15, 1998, and gradually decreasing to 100% of the principal amount outstanding at maturity on January 15, 2005.
The warrants are exercisable at any time through their expiration date of January 2005 at an exercise price of $3.60 per share.
NOTE 9 - INCOME TAXES:
The provision for income taxes consists of the following:
			 1996 1995 1994
Current provision: 	 Federal $ 810,300 $ 806,900 $ 770,600 	 State 226,600 239,300 298,700 		 1,036,900 1,046,200 1,069,300
	Deferred provision (benefit) 	 Federal 130,900 67,200 2,400 	 State 26,200 17,200 (41,400) 			157,100 84,400 (39,000)
		 $ 1,194,000 $ 1,130,600 $ 1,030,300
The reconciliation of the federal statutory income tax rate to the effective income tax rate is as follows:
		 1996 1995 1994 				 Per cent Per cent Per cent 				 of of of 				 income income income 				 before before before 		 Amount taxes Amount taxes Amount taxes
Statutory federal rate $980,700 34.0% $1,027,000 34.0% $845,900 34.0% State income taxes, net of federal benefit 166,800 5.8 172,200 5.7 156,900 6.3 Amortization of goodwill 21,800 .8 21,800 .7 22,900 .9 Meals and entertainment 22,000 .8 20,100 .7 4,200 .2 Expenditures not deductible for book (40,500) (1.3) Excess tax reserve (70,700) (2.4) Other 2,700 .1 700 400 Effective tax rate $ 1,194,000 41.4% $1,136,600 37.4% $1,030,300 41.4%
A summary of the deferred income tax assets and liabilities are as follows:
					 1996 1995
Assets Bad debt reserve $ 79,600 $ 81,900 	Vacation accrual 69,100 57,600 	Inventory accrual 97,100 110,600 	Book accruals not currently deductible for tax 126,000 131,800
				 $ 371,800 $ 381,900
	Liabilities 	Depreciation $ 684,000 $ 532,800 	Installment gain 210,200 214,400
				 $ 894,200 $ 747,200
The Company had an Alternative Minimum Tax Credit carryforward of approximately $56,000 at April 30, 1994 which was fully utilized to reduce regular federal income tax payable in 1995.
NOTE 10 - EMPLOYEE BENEFIT PLAN:
The Company sponsors a defined contribution employee benefit plan covering substantially all employees who have completed one year of service. Matching contributions are made at the discretion of the Board of Directors at the rate of 50 per cent of employee contributions up to 6 per cent of gross compensation. Total Company matching contributions were $98,100, $81,600 and $83,300 for 1996, 1995 and 1994, respectively.
NOTE 11 - SHAREHOLDERS' EQUITY:
Changes in shareholders' equity are as follows:
				 Additional Total 			 Common paid-in Retained shareholders' 			 stock capital earnings equity
Balance at April 30, 1993$ 51,841 $3,727,979 $ 5,281,832 $ 9,061,652 Net income 1,357,878 1,357,878
Balance at April 30, 1994 51,841 3,727,979 6,639,710 10,419,530 Net Income 1,890,032 1,890,032 Exercise of options 258 39,762 40,020
Balance at April 30, 1995 52,099 3,767,741 8,529,742 12,349,582 Net income 1,690,500 1,690,500 Exercise of options 292 45,688 45,980
Balance at April 30, 1996$ 52,391 $3,813,429 $10,220,242 $14,086,062
The Company has four common stock incentive plans for officers and other key employees. The first plan, established in 1987, provides for the issuance of up to 180,000 shares of common stock of which 9,436 options are available for future grant as of April 30, 1996. The second plan, established in 1992, provides for the issuance of up to 100,000 shares of common stock of which 1,002 options are available for future grant as of April 30, 1996. The third plan, established in 1994, provides for issuance of up to 200,000 shares of common stock of which 15,490 options are available for future grant as of April 30, 1996. The fourth plan, established in 1996, provides for the issuance of up to 200,000 shares of common stock of which 100,000 options are available for future grant as of April 30, 1996. Provisions of the plans are similar. Options may be granted at prices not less than the fair market value at the date of grant and expire no later than ten years after the date of grant. A summary of changes in outstanding stock options is as follows:
				 Shares under Option Price Range
Outstanding at May 1, 1993 184,250 $1.44 - $2.50 Granted 192,998 $1.44 - $2.50 Canceled (32,000) $1.62 - $2.12
Outstanding at April 30, 1994 345,248 $1.44 - $2.50 Granted 113,500 $1.44 - $2.50 Exercised (25,886) $1.50 - $2.12 Canceled (10,124) $1.62 - $2.12
Outstanding at April 30, 1995 422,738 $1.44 - $2.50 Granted 100,000 $3.37 Exercised (29,200) $1.50 - $2.12 Canceled ( 4,990) $1.62 - $2.12
Outstanding at April 30, 1996 488,548 $1.44 - $3.37
Shares available for grant 125,928
During 1995, warrants for 93,000 shares were issued in conjunction with the issuance of $4,650,000 of convertible senior subordinated debentures (Note 8).
During September 1986, shareholders approved the issuance of non-qualified stock options to the former preferred shareholders enabling them to purchase an aggregate of 1,000,000 shares of common stock at $4.75 per share, the fair market value of the common stock at the date of grant. The options became exercisable at the rate of 20% per year on a cumulative basis beginning in fiscal 1989 and had a duration of ten years.During 1994, the Company repurchased the options for $100,000. This amount was recorded as general and administrative expense in the statement of income.
NOTE 12 - COMMITMENTS AND CONTINGENCIES:
United Petroleum Marketing Inc. and United Petroleum Realty Corp., a petroleum retailer and real estate company, initiated a suit against the Company alleging damages of $2,395,000, claiming that the Company violated the Agreement of Sale and various other agreements relating to the sale of twenty-three gasoline stations in 1987. This matter was settled in July 1996 and did not have a material adverse impact on the Company's financial position, results of operations or cash flow.
The Company is subject to other legal proceedings and claims which have arisen in the ordinary course of its business and have not been finally adjudicated. These actions, when concluded and determined, will not, in the opinion of management, have a material adverse effect upon the financial position of the Company.
On June 15, 1996, the Company opened a new full service facility in Harborcreek, Pennsylvania. As of April 30, 1996, the cumulative costs of construction, included in construction in progress (Note 4) were $4,724,000. The total cost of this facility of approximately $7,500,000 was financed through a combination of cash generated from operations and bank financing (Note 7).
NOTE 13 - RELATED PARTY TRANSACTIONS:
The Company had a long-term contract with a petroleum distributor owned by a shareholder director for the supply of gasoline and diesel fuel to certain motor plazas. The contract expired December 31, 1995. However, the Company continued to operate under a verbal agreement with similar terms throughout 1996. Management expects to finalize a new long-term contract during 1997. Purchases from this company were $23,710,000 in fiscal 1996, $18,833,000 in fiscal 1995, and $18,228,100 in fiscal 1994. At April 30, 1996 and 1995, $717,900 and $568,600, respectively, were owed to this supplier under contract terms calling for payment within fifteen days.
The Maybrook, New York motor plaza is leased from a realty company owned by two individuals, one of whom is a shareholder director of the Company. The lease covers a period through March 2004 at which time the Company has the option to purchase the facility for $3,500,000. Annual rentals under the lease are $450,000.
The Company pays a shareholder director, fees and bonuses for consulting, management and other services rendered to the Company. These fees and bonuses amounted to approximately $202,600, $204,800, and $239,000 for the years 1996, 1995, and 1994, respectively.
Item 8.

Item 9. Disagreements on Accounting and Financial Disclosure
	Not Applicable
PART III
Item 10.

Item 10. Directors and Executive Officers of Registrant
	The information required by this item is incorporated herein by reference to the Company's proxy statement, to be issued in connection with the Annual Meeting of Shareholders of the Company to be held October 22, 1996, under "Election of Directors".
Item 11.

Item 11. Executive Compensation
	The information required by this item is incorporated herein by reference to the Company's proxy statement, to be issued in connection with the Annual Meeting of Shareholders of the Company to be held October 22, 1996, under "Compensation of the Directors and Executive Officers".
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management
	The information required by this item is incorporated herein by reference to the Company's proxy statement, to be issued in connection with the Annual Meeting of Shareholders of the Company to be held October 22, 1996, under "Principal Holders of Voting Securities" and "Election of Directors".
Item 13.

Item 13. Certain Relationships and Related Transactions
	The information required by this item is incorporated herein by reference to the Company's proxy statement, to be issued in connection with the Annual Meeting of Shareholders of the Company to be held October 22, 1996, under "Certain Relationships and Related Transactions" or "Compensation of Directors and Executive Officers" and "Election of Officers".
PART IV
Item 14.

Item 14. Exhibits, Financial Statement Schedules on Form 10-K
Item 14(a)(1), 14(a)(2) and 14(d):
	The following financial statement and financial statement schedules 	are filed as a part of Item 8 of this Report:
	Report of Independent Accountants
	Balance Sheet for the years ended April 30, 1996 and 1995
	Statement of Income for the years ended April 30, 1996, 1995 and 1994
	Statement of Cash Flows for the years ended April 30, 1996, 1995 and
	Notes to Financial Statements
	Selected Quarterly Financial Information (Unaudited)
	All other schedules are not submitted because they are not applicable or not required under Regulation S-X or because the required information is included in the financial statements or notes thereto.
Item 14(b):
	Not Applicable
Item 14(a)(3) and 14(c):
	See Index to ExhibitsINDEX TO EXHIBITS
(3) Articles of Incorporation and By-laws
		Exhibit 3-a and exhibit 3-b to the Company's Registration Statement on Form S-18, File No. 33-7870-NY are incorporated herein by reference with respect to the Restated Certificate of Incorporation and By-laws of the Company.
		3-c Certificate of Amendment of Certificate of Incorporation changing the name of the Corporation, is incorporated herein by reference to Exhibit 3-c ofthe Company's report on Form 10-K dated July 27, 1993.
(4) Instruments defining the rights of security holders, including indentures
	The Exhibits referenced under (3) of this Index to Exhibits are incorporated herein by reference.
	Exhibit 4-a, Form of Common Stock Certificate, to the Company's Registration Statement on Form S-18, File No. 33-7870-NY is incorporated herein by reference with respect to instruments defining the rights of security holders.
	Exhibit 4-c, Form of Indenture dated as of January 24, 1995, between Travel Ports of America, Inc. and American Stock Transfer and Trust Company, as Trustee, with respect to up to $5,000,000 principal amount of 8.5% Convertible Senior Subordinated Debentures due January 15, 2005 is incorporated by reference to Exhibit 4-c to the Company's Current Report on Form 8-K dated February 15, 1995.
	Exhibit 4-d, Form of Warrant to purchase Common Stock is incorporated by reference to Exhibit 4-d to the Company's Current Report on Form 8-K dated February 15, 1995.
(9) Voting trust agreements
		None
(10) Material contracts
10.1 The following material contracts are incorporated herein by reference to the Company's Registration Statement on Form S-18, File No. 33-7870-NY:
10-a Employee Incentive Stock Option Plan
10-b Lease dated as of March 1, 1980, between the Company and Livingston County Industrial Development Agency for the Dansville, New York facility.
10-c Sublease dated as of March 30, 1984, between the Company and Maybrook Realty for the Maybrook, New York facility.
10-d Sublease dated March 14, 1984, between the Company and Ryder Truckstops, Inc. ("Ryder") for part of the Mahwah, New Jersey facility.
10-e Sublease dated March 14, 1984, between the Company and Ryder for part of the Mahwah, New Jersey facility.
10-f Lease dated February 1, 1973, between Truckstop Corporation of America, Inc. ("TCA") and E. Elwood Moore and Francis Moore, together with Assignments to the Company, dated March 14, 1984 for part of the Mahwah, New Jersey facility.
10-u Unbranded Distillate Sales Agreement dated January 2, 1986, between the Company and W.W. Griffith Oil Co., Inc.
10-v Purchase and Sales Contract for the Belmont, New York facility dated February 7, 1986, between the Company and W.W. Griffith Oil Co., Inc.
10.2 Lease, dated December 1, 1988, amended January 10, 1989, between the Company and Christ T. Panos is incorporated herein by reference to Exhibit 2 (b) and (c) to the Company's Current Report on Form 8-K dated January 20, 1989, as amended by Form 8-K dated March 21, 1989.
10.3 Real estate mortgage dated January 5, 1989, executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. is incorporated herein by reference to Exhibits 2 (n), 2 (p) and 2 (q) to the Company's Amended Current Report on Form 8-K dated March 21, 1989.
10.4 Mortgage Agreement dated December 1989 executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. relating to the construction of the Greencastle, Pennsylvania facility is incorporated herein by reference to Exhibit 10 (e) of the Company's report on Form 10-K dated August 10, 1990.
10.5 Credit Agreement dated June 1988 executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. is incorporated herein by reference to Exhibit 10 (f) of the Company's report on Form 10-K dated August 10, 1990.
10.6 Term Loan Note dated January 28, 1991, executed and delivered by the Company as security for the Mortgage payable to Fleet Bank N.A. is incorporated herein by reference to Exhibit 4 (c) of the Company's report on Form 10-Q dated March 14, 1991.
10.7 1991 Employee Incentive Stock Option Plan is incorporated herein by reference to Appendix "A" of the Proxy Statement issued for the October 29, 1991, Annual Meeting of Stockholders.
10.8 Term Loan Note dated July 29, 1992, executed and delivered by the Company as security for the Mortgage payable to First Eastern Bank is incorporated herein by reference to Exhibit 10-j of the Company's report on Form 10-K dated July 27, 1993. This Exhibit replaces the commitment letter of February 3, 1992, from First Eastern Bank for a term loan that was incorporated as Exhibit 10-j of the Company's report on Form 10-K dated July 23, 1992.
10.9 1993 Employee Incentive Stock Option Plan is incorporated herein by reference to Appendix "A" of the Proxy Statement issued for the October 26, 1993, Annual Meeting of Stockholders.
10.10 Lease dated May 31, 1991 and amended June 17, 1992, between the Company and Townline Associates is incorporated herein by reference to Exhibit 10.10, page 50 of the Company's report on Form 10-K dated July 27, 1994.
10.11 Lease dated November 20, 1987, amended April 21, 1993, and April 29, 1994, between the Company and Siegel Limited Partnership is incorporated herein by reference to Exhibit 10.11, page 91 of the Company's report on Form 10-K dated July 27, 1994.
10.12 Term Loan Note dated June 30, 1994, executed and delivered by the Company as security for the Mortgage payable to Fleet Bank of New York is incorporated herein by reference to Exhibit 10.12, page 120 of the Company's report on Form 10-K dated July 27, 1993.
10.13 Restated and Amended Credit Agreement, Revolving Line Note and Term Loan Note, all dated September 29, 1994, executed and delivered by the Company to Fleet Bank of New York is incorporated herein by reference to Exhibit 10.13, page 14 of the Company's report on Form 10-Q dated November 28, 1994.
10.14 1995 Employee Incentive Stock Option Plan is incorporated herein by reference to Appendix "A" of the Proxy Statement issued for the October 24, 1995, Annual Meeting of Stockholders.
10.15 Restated and Amended Credit Agreement, Revolving Line Note and Term Loan Note, all dated December 21, 1995, executed and delivered by the Company to Fleet Bank of New York is incorporated herein by reference to Exhibit 10.14, page 16 of the Company's report on Form 10-Q dated March 8, 1996.
10.16 Lease dated February 16, 1996 between the Company and Baltimore Port Truck Plaza Limited Partnership, Truck Ex. Inc. and Travel Plaza I, Inc. is incorporated herein by reference to Exhibits beginning on page 69 of the Company's report on Form 10-Q dated March 8, 1996.
(11) Statement re computation of per share earnings
	Computation of Per Share Earnings is set forth in Exhibit (11) on page 45 of this report.
(12) Statement re computation of ratios
		Not applicable
(13) Annual report to security holders
		Not applicable
(16) Letter re change in certifying accountant
		Not applicable
(18) Letter re change in accounting principles
		Not applicable
(19) Previously unfiled documents
		None
(21) Subsidiaries of Registrant
		Exhibit (21) on page 46 of this report.
(22) Published report regarding matters submitted to vote of security 	holders
		None
(23) Consents of experts and counsel
		Exhibit (23) on page 47 of this report.
(24) Power of Attorney
		Not applicable
(27) Financial Data Schedule
		Exhibit (27) on page 49 of this report.
(28) Information from reports furnished to state insurance regulatory 	agencies
		None
(99) Additional exhibits
		None
Exhibit 11
Computation of Primary Per Share Earnings
	 Total Options Common 	 Below Market Average Average Equivalent Quarter Ended Price Option Price Market Price Shares 7/31/95 420,738 $1.87 $2.65 123,847
10/31/95 492,748 $2.19 $3.71 201,718
1/31/96 388,548 $1.89 $2.58 103,881
4/30/96 386,548 $1.89 $2.37 78,767
Total of Four Quarters 508,213
Average common stock equivalents outstanding during year ended 4/30/96 127,053 Average number of shares outstanding during year ended 4/30/95 5,239,124 Total weighted average shares outstanding 5,366,177
Net Income for year ended 4/30/96 1,690,500
Net Income per common and common equivalent shares $.32
Computation of Fully Diluted Per Share Earnings
		Total Options Common 		Below Market Average Ending Equivalent Quarter Ended Price Option Price Market Price Shares 7/31/95 420,738 $1.87 $2.88 147,082
10/31/95 585,748 $2.41 $3.71 204,475
1/31/96 388,548 $1.89 $2.58 103,881
4/30/96 386,548 $1.89 $2.50 94,771
Total of Four Quarters 550,209
Average common stock equivalents outstanding during year ended 4/30/96 137,552 Common stock equivalents due to assumed conversion of convertible debentures 1,550,000 Average number of shares outstanding during year ended 4/30/95 5,239,124 Total weighted average shares outstanding 6,926,676
Net Income for year ended 4/30/96 $1,690,500 Interest on 8.5% convertible debentures, after tax 237,150 							 $1,927,650
Net Income per common and common equivalent shares $.28
Exhibit 21
Subsidiaries of the Registrant for the year ended April 30, 1996
	The Company has no parent. As of April 30, 1992, all subsidiaries have filed for certificates of dissolution and all activity has been recorded by the Company for the year ended April 30, 1996.
Exhibit 23
Consent of Independent Accountants
	We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-3 (No. 33-7870-NY) of Travel Ports of America, Inc. of our report dated June 28, 1996, appearing on page 22 of this Form 10-K.
PRICE WATERHOUSE LLP
Rochester, New York 14604 July 25, 1996
SIGNATURES
	Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Travel Ports of America, Inc., has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
						TRAVEL PORTS OF AMERICA, INC.
						 By: /S/ John M. Holahan July 25, 1996 John M. Holahan, President
	Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the date indicated below.
	Signature Title Date
/S/ E. Philip Saunders Chairman of the Board and E. Philip Saunders Chief Executive Officer July 25, 1996
/S/ John M. Holahan President and Chief July 25, 1996 John M. Holahan Operating Officer
/S/ William Burslem III Vice President, Secretary and William Burslem III and Chief Financial Officer July 25, 1996
/S/ William A. DeNight Director July 25, 1996 William A. DeNight
/S/ John O. Eldredge Director July 25, 1996 John O. Eldredge
/S/ Dante Gullace Director July 25, 1996 Dante Gullace
/S/ John F. Kendall Director July 25, 1996 John F. Kendall


Item 2. Properties
See Item 14(a), Exhibit 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K.
Item 3.

Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of holders of equity interest during the period covered by this report through the solicitation of proxies or otherwise.
PART II
Item 5.

Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters.
(a) The Issuer does not issue stock. There is no established trading market for the Trust's securities.
(b) The number of holders of Certificates as of December 31, 1996, is not available. It will be included on Form 10-K/A when it is available.
(c) Not applicable.
Item 6.

Item 6. Selected Financial Data.
Omitted.
Item 7.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 8.

Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.

Item 9. Changes In and Disagreement with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.

Item 10. Directors and Executive Officers of the Registrant.
Omitted.
Item 11.

Item 11. Executive Compensation.
Omitted.
Item 12.

Item 12. Security Ownership of Certain Beneficial Owners and Management.
None.
Item 13.

Item 13. Certain Relationships and Related Transactions.
None.
PART IV Item 14.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8K
(a) Exhibits. The following exhibits are or will be provided.
99.1 Annual Report of Independent Public Accountants' as to master servicing activities or servicing activities, as applicable.
(a) American Savings Bank, as servicer (b) Chase Manhattan, as servicer (c) Great Financial Mortgage, as servicer (d) Norwest Mortgage, Inc., as servicer (e) Ryland Mortgage Company, as servicer (f) Wells Fargo Bank, as servicer,
99.2 Management Assertion Letter
(a) American Savings Bank, as servicer (b) Chase Manhattan, as servicer (c) Great Financial Mortgage, as servicer (d) Norwest Mortgage, Inc., as servicer (e) Ryland Mortgage Company, as servicer (f) Wells Fargo Bank, as servicer,
99.3 Annual Statement of Compliance with obligations under the Pooling and Servicing Agreement or servicing agreement, as applicable, of:
(a) American Savings Bank, as servicer (b) Chase Manhattan, as servicer (c) Great Financial Mortgage, as servicer (d) Norwest Mortgage, Inc., as servicer (e) Ryland Mortgage Company, as servicer (f) Wells Fargo Bank, as servicer,
(b) No reports on Form 8-K have been filed during the last quarter of the period covered by this report.
(c) Not applicable.
Such document (i) is not filed herewith since such document was not received by the Reporting Person at least three business days prior to the due date of this report; and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(1) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(b)(1) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificate holder with respect to any annual or other meeting of Certificateholders.
SIGNATURES
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Structured Asset Securities Corporation, Series 1996-05 Trust (Registrant)
By: First Bank, N.A. Trustee
By: /s/Eve D. Kaplan Name: Eve D. Kaplan Title: Vice president Date: March 21, 1997