PACIFIC INTERNATIONAL SERVICES CORP
SC 13E4/A, 1995-11-17
AUTO RENTAL & LEASING (NO DRIVERS)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

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

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

                                 Not Applicable
                      (CUSIP Number of Class of Securities)

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

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

                            CALCULATION OF FILING FEE



Item 9.  MATERIAL TO BE FILED AS EXHIBITS.

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



                                    SIGNATURE


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


Dated:  November 15, 1995

                              PACIFIC INTERNATIONAL SERVICES CORP.


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


                      Pacific International Services Corp.

                                November 15, 1995

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

     In connection with the distribution to you on October 31, 1995 of the Offer
to Exchange (the "Offer") and the Solicitation and Disclosure Statement For
Prepackaged Plan of Reorganization (the "Disclosure Statement") made by Pacific
International Services Corp. (the "Company"), it has come to the Company's
attention that Scott Lang is the beneficial holder of $241,000 of the Company's
10% Convertible Subordinated Debentures (the "Debentures") due 2007, rather than
$73,000 of such Debentures as previously disclosed.  Mr. Lang has reiterated his
intention to tender his Debentures in the Offer and to vote for the Prepackaged
Plan.


                              PACIFIC INTERNATIONAL SERVICES CORP.



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



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