As filed with the Securities and Exchange Commission
                           on December 12, 1995

                                         Registration No. 33-
     -------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                             --------------------

                                 FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933


                              MAIL BOXES ETC.        
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

   California                                                 33-0010260
- -------------------------------                            ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

      6060 Cornerstone Court West,  San Diego, California  92121-3795
      ---------------------------------------------------------------
      (Address of Principal Executive Offices)             (Zip code)


                   Mail Boxes Etc. 1995 Stock Option Plan 
                   for Non-Employee ("Outside") Directors
              -----------------------------------------------
                         (Full title of Plan)


                  Bruce M. Rosenberg, Mail Boxes Etc.,
                  ------------------------------------
      6060 Cornerstone Court West, San Diego, California  92121-3795
      --------------------------------------------------------------
                 (Name and address of agent for service)

         Sales of the registered securities will begin as soon as 
 reasonably practicable after the effective date of the Registration Statement.

                             (619) 455-8800
        ------------------------------------------------------------
        (Telephone number, including area code, of agent for service)


<TABLE>
                      CALCULATION OF REGISTRATION FEE
<CAPTION>
                                    Proposed       Proposed
 Title of                           maximum        maximum
securities            Amount        offering       aggregate      Amount of
  to be               to be         price          offering      registration
registered          registered      per share      price <F1>        fee
- ------------------------------------------------------------------------------
<S>                <C>              <C>           <C>            <C>
Common Stock
(No Par Value)      260,000          $14.50 <F2>   $3,640,000     $1,300.00

<FN>
<F1>
   Estimated solely for the purpose of determining the registration fee.
</FN>
<FN>
<F2>
   Estimated solely for the purpose of determining the registration fee.
</FN>
</TABLE>



                                PART II

             Information Required in the Registration Statement


Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

          (a)     The Registrant's Annual Report on Form 10-K for the
     fiscal year ended April 30, 1995, filed with the Commission pursuant
     to Section 13(a) of the Securities Exchange Act of 1934
     (the "Exchange Act").


          (b)     The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarters ended July 31, 1995, and October 31, 1995.

          (c)     The description of the Common Stock of the Registrant
     contained in the Registrant's Registration Statement filed pursuant to
     Section 12 of the Exchange Act, in which there is described the terms,
     rights and provisions applicable to the Registrant's outstanding Common
     Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.


Item 4.    Description of Securities
           -------------------------

           Not applicable.


Item 5.    Interests of Named Experts and Counsel
           --------------------------------------

     The financial statements of the Registrant appearing in the Company's
Annual Report on Form 10-K for the year ended April 30, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated herein by
reference.  Such financial statements are, and audited financial statements
to be included in subsequently filed documents will be, incorporated herein
in reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.

     The validity of the issuance of the common stock offered hereby has been
passed on by Bruce M. Rosenberg, Vice President, General Counsel, and Secretary
of the Registrant.  Mr. Rosenberg owns 11,647 shares and has options to
purchase 122,955 shares of the Registrant's common stock.


Item 6.    Indemnification of Directors and Officers
           -----------------------------------------

           As permitted by the California General Corporation Law 317, the
Company has included in Article IV of its Restated Articles of Incorporation
a provision to eliminate the personal liability of its directors for monetary
damages to the fullest extent permissible under California law.  In addition,
Section 3.15 of the Bylaws of the Company provide that the Company shall
indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification may otherwise be discretionary,
and the Company may advance expenses to its officers and directors as incurred
in connection with proceedings against them for which they may be indemnified.
The Company has entered into indemnification agreements with its officers and
directors containing provisions that are in some respects broader than the
specific indemnification provisions contained in the General Corporation Law.
The indemnification agreements require the Company, among other things, to in-
demnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers and to advance
their expenses incurred as a result of any proceedings against them as to which
they could be indemnified. The Company has also obtained directors' and
officers' liability insurance.


Item 7.     Exemption From Registration Claimed
            -----------------------------------

            Not Applicable


Item 8.     Exhibits
            --------

Exhibit Number                Exhibit
- --------------                -------
     5.                       Opinion and consent of counsel regarding legality
                              of shares.

     23.1                     Consent of counsel is contained in Exhibit 5.

     23.2                     Consent of independent auditors Ernst & Young LLP.

     24                       Power of Attorney - Reference is made to Page
                              II-7 of this Registration Statement.

     99                       1995 Stock Option Plan for Outside Directors


Item 9.     Undertakings
            ------------

     A.     The undersigned Registrant hereby undertakes:

            (1)     To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration Statement:

            (i)     to include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

            (ii)    to reflect in the prospectus any facts or events arising
            after the effective date of this Registration Statement (or the
            most recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
            information set forth in this Registration Statement, and

            (iii)   to include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement; provided, however, that clauses (i) and (ii)
            do not apply if the information required to be included in a
            post-effective amendment by those clauses is contained in periodic
            reports filed by the Registrant pursuant to Section 13 or Section
            15(d) of the Securities Exchange Act of 1934 that are incorporated
            by reference into this Registration Statement;

            (2)     That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof; and

            (3)     To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     upon the termination of the Registrant's 1995 Stock Option Plan for
     Outside Directors.

     B.     The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 that is incorporated by reference into this
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.


     C.     Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the indemnity
     provisions described above in Item 6, or otherwise, the Registrant
     has been advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as expressed
     in the 1933 Act and is, therefore, unenforceable.  In the event that
     a claim for indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, the Registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the 1933
     Act and will be governed by the final adjudication of such issue.


                                SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
December 11, 1995.

                                               MAIL BOXES ETC.


                               by:     Gary S Grahn
                                   ------------------------------------------
                                       Gary S. Grahn
                                   Vice President and Chief Financial Officer



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Signature                  Title                          Date
- ---------------------      ---------------------------    ----------------

Michael Dooling            Chairman of the Board          December 11, 1995
- ----------------------     and Director
Michael Dooling*

Anthony W. DeSio           President, Chief Executive     December 11, 1995
- ----------------------     Officer, and Director
Anthony W. DeSio*          (Principal Executive Officer)

Rober J. DeSio             Director                       December 11, 1995
- ----------------------
Robert J. DeSio*

Joel Rossman               Director                       December 11, 1995
- ----------------------
Joel Rossman*

James F. Kelly             Director                       December 11, 1995
- ----------------------
James F. Kelly*

Daniel L. La Marche        Director                       December 11, 1995
- ----------------------
Daniel L. La Marche*

Harry Casari               Director                       December 11, 1995
- ----------------------
Harry Casari*

Gary S. Grahn              Vice President & Chief         December 11, 1995
- ----------------------     Financial Officer
Gary S. Grahn*             (Principal Accounting Officer)


*  By Bruce M. Rosenberg pursuant to Power of Attorney



                              POWER OF ATTORNEY
                              -----------------

          KNOW ALL MEN BY THESE PRESENTS, THAT each person whose signature
appears below constitutes and appoints Anthony W. DeSio, Gary S. Grahn and
Bruce M. Rosenberg, Esq., or any of them, his attorney-in-fact, each with
power of substitution, for him in any and all capacities, to sign the
foregoing registration statement and any amendments thereto, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
what each of said attorneys-in-fact or his substitute or substitutes may do
or cause to be done by virtue hereof.


Signature                  Title                          Date
- ---------------------      ---------------------------    ----------------

Michael Dooling            Chairman of the Board          November 21, 1995
- ----------------------     and Director
Michael Dooling

Anthony W. DeSio           President, Chief Executive     November 21, 1995
- ----------------------     Officer, and Director
Anthony W. DeSio           (Principal Executive Officer)

Rober J. DeSio             Director                       November 21, 1995
- ----------------------
Robert J. DeSio 

Joel Rossman               Director                       November 21, 1995
- ----------------------
Joel Rossman

James F. Kelly             Director                       November 21, 1995
- ----------------------
James F. Kelly

Daniel L. La Marche        Director                       November 21, 1995
- ----------------------
Daniel L. La Marche

Harry Casari               Director                       November 21, 1995
- ----------------------
Harry Casari

Gary S. Grahn              Vice President & Chief         November 21, 1995
- ----------------------     Financial Officer
Gary S. Grahn              (Principal Accounting Officer)




                          LIST OF EXHIBITS
                          ----------------

      Exhibit 5                    Opinion and Consent of Counsel


      Exhibit 23.1                 Consent of counsel is contained in
                                   Exhibit 5

      Exhibit 23.2                 Consent of Independent Auditors

      Exhibit 24                   Power of Attorney - Reference is made to
                                   Page II-7 of this Registration Statement

      Exhibit 99                   1995 Stock Option Plan for Outside
                                   Directors (Filed with Registrant's 
                                   Proxy Statement dated July 14, 1995 
                                   as Appendix B.)



                              EXHIBIT 5
                              ---------

                                                         December 7, 1995

Mail Boxes Etc.
6060 Cornerstone Court West
San Diego, California  92121-3795

     Re:  REGISTRATION STATEMENT ON FORM S-8
          ----------------------------------

Ladies and Gentlemen:

This opinion is delivered to you in connection with the Registration
Statement on Form S-8 to be filed by Mail Boxes Etc., a California
corporation (the "Company"), under the Securities Act of 1933, as amended
(the "Securities Act"), for registration under the Securities Act of 260,000
shares of Common Stock of the Company and the options to purchase such shares
granted or to be granted pursuant to the Mail Boxes Etc. 1995 Stock
Option Plan for Non-Employee ("Outside") Directors (the "Plan").

I am familiar with the Articles of Incorporation of the Company, as amended,
the corporate minute books and the Bylaws of the Company, as amended, and
the Registration Statement.  I have also examined such other documents,
records and certificates and made such further investigation as I have deemed
necessary for the purpose of this opinion.

Based upon and subject to the foregoing, I am of the opinion that the
260,000 shares of Common Stock reserved for issuance under the Plan have
been legally authorized and when issued and sold pursuant to the terms of
the Plan as described in the Registration Statement and in conformity with
applicable state securities laws, will be legally issued, fully paid and
nonassessable.

I understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of this opinion as
an exhibit thereto.

                                       Very truly yours,

                                       Bruce M. Rosenberg, Vice President
                                         General Counsel and Secretary



                              EXHIBIT 23.2
                              ------------

                     CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8), pertaining to the 1995 Stock Option
Plan for Non-Employee ("Outside") Directors of Mail Boxes Etc. and to the 
incorporation by reference therein of our reports dated June 8, 1995, with 
respect to the consolidated financial statements and schedule of Mail Boxes 
Etc. included and incorporated by reference in the Annual Report (Form 10-K) 
for the year ended April 30, 1995 as filed with the Securities and Exchange 
Commission.


                                                     ERNST & YOUNG LLP


San Diego, California
December 7, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19590}]
{"company-data": {"conformed-name": "MAIL BOXES ETC", "cik": "0000791014", "assigned-sic": "6794", "irs-number": "330010260", "state-of-incorporation": "CA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64943", "film-number": "95601126"}, "business-address": {"street1": "6060 CORNERSTONE CT", "city": "SAN DIEGO", "state": "CA", "zip": "92121-3791", "phone": "6194558800"}}
As filed with the Securities and Exchange Commission
                           on December 12, 1995

                                         Registration No. 33-
     -------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.   20549

                             --------------------

                                 FORM S-8

                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933

                              MAIL BOXES ETC.        
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

   California                                                 33-0010260
- -------------------------------                            ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

      6060 Cornerstone Court West,  San Diego, California  92121-3795
      ---------------------------------------------------------------
      (Address of Principal Executive Offices)             (Zip code)

                   Mail Boxes Etc. 1995 Stock Option Plan 
                   for Non-Employee ("Outside") Directors
              -----------------------------------------------
                         (Full title of Plan)

                  Bruce M. Rosenberg, Mail Boxes Etc.,
                  ------------------------------------
      6060 Cornerstone Court West, San Diego, California  92121-3795
      --------------------------------------------------------------
                 (Name and address of agent for service)

         Sales of the registered securities will begin as soon as 
 reasonably practicable after the effective date of the Registration Statement.

                             (619) 455-8800
        ------------------------------------------------------------
        (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
Proposed       Proposed
 Title of                           maximum        maximum
securities            Amount        offering       aggregate      Amount of
  to be               to be         price          offering      registration
registered          registered      per share      price
fee
- ------------------------------------------------------------------------------
Common Stock
(No Par Value)      260,000          $14.50
$3,640,000     $1,300.00
Estimated solely for the purpose of determining the registration fee.
Estimated solely for the purpose of determining the registration fee.
PART II

             Information Required in the Registration Statement

Item 3.   Incorporation of Documents by Reference
          ---------------------------------------

          The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):

          (a)     The Registrant's Annual Report on Form 10-K for the
     fiscal year ended April 30, 1995, filed with the Commission pursuant
     to Section 13(a) of the Securities Exchange Act of 1934
     (the "Exchange Act").

          (b)     The Registrant's Quarterly Report on Form 10-Q for the
     fiscal quarters ended July 31, 1995, and October 31, 1995.

          (c)     The description of the Common Stock of the Registrant
     contained in the Registrant's Registration Statement filed pursuant to
     Section 12 of the Exchange Act, in which there is described the terms,
     rights and provisions applicable to the Registrant's outstanding Common
     Stock.

          All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4.    Description of Securities
           -------------------------

           Not applicable.

Item 5.    Interests of Named Experts and Counsel
           --------------------------------------

     The financial statements of the Registrant appearing in the Company's
Annual Report on Form 10-K for the year ended April 30, 1995, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon incorporated by reference therein and incorporated herein by
reference.  Such financial statements are, and audited financial statements
to be included in subsequently filed documents will be, incorporated herein
in reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.

     The validity of the issuance of the common stock offered hereby has been
passed on by Bruce M. Rosenberg, Vice President, General Counsel, and Secretary
of the Registrant.  Mr. Rosenberg owns 11,647 shares and has options to
purchase 122,955 shares of the Registrant's common stock.

Item 6.    Indemnification of Directors and Officers
           -----------------------------------------

           As permitted by the California General Corporation Law 317, the
Company has included in Article IV of its Restated Articles of Incorporation
a provision to eliminate the personal liability of its directors for monetary
damages to the fullest extent permissible under California law.  In addition,
Section 3.15 of the Bylaws of the Company provide that the Company shall
indemnify its officers and directors under certain circumstances, including
those circumstances in which indemnification may otherwise be discretionary,
and the Company may advance expenses to its officers and directors as incurred
in connection with proceedings against them for which they may be indemnified.
The Company has entered into indemnification agreements with its officers and
directors containing provisions that are in some respects broader than the
specific indemnification provisions contained in the General Corporation Law.
The indemnification agreements require the Company, among other things, to in-
demnify such officers and directors against certain liabilities that may arise
by reason of their status or service as directors or officers and to advance
their expenses incurred as a result of any proceedings against them as to which
they could be indemnified. The Company has also obtained directors' and
officers' liability insurance.

Item 7.     Exemption From Registration Claimed
            -----------------------------------

            Not Applicable

Item 8.     Exhibits
            --------

Exhibit Number                Exhibit
- --------------                -------
     5.                       Opinion and consent of counsel regarding legality
                              of shares.

     23.1                     Consent of counsel is contained in Exhibit 5.

     23.2                     Consent of independent auditors Ernst & Young LLP.

     24                       Power of Attorney - Reference is made to Page
                              II-7 of this Registration Statement.

     99                       1995 Stock Option Plan for Outside Directors

Item 9.     Undertakings
            ------------

     A.     The undersigned Registrant hereby undertakes:

            (1)     To file, during any period in which offers or sales are
     being made, a post-effective amendment to this Registration Statement:

            (i)     to include any prospectus required by Section 10(a)(3) of
            the Securities Act of 1933;

            (ii)    to reflect in the prospectus any facts or events arising
            after the effective date of this Registration Statement (or the
            most recent post-effective amendment thereof) which, individually
            or in the aggregate, represent a fundamental change in the
            information set forth in this Registration Statement, and

            (iii)   to include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            Registration Statement; provided, however, that clauses (i) and (ii)
            do not apply if the information required to be included in a
            post-effective amendment by those clauses is contained in periodic
            reports filed by the Registrant pursuant to Section 13 or Section
            15(d) of the Securities Exchange Act of 1934 that are incorporated
            by reference into this Registration Statement;

            (2)     That, for the purpose of determining any liability under
     the Securities Act of 1933, each such post-effective amendment shall be
     deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall
     be deemed to be the initial bona fide offering thereof; and

            (3)     To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold
     upon the termination of the Registrant's 1995 Stock Option Plan for
     Outside Directors.

     B.     The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 that is incorporated by reference into this
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     C.     Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the indemnity
     provisions described above in Item 6, or otherwise, the Registrant
     has been advised that in the opinion of the Securities and Exchange
     Commission such indemnification is against public policy as expressed
     in the 1933 Act and is, therefore, unenforceable.  In the event that
     a claim for indemnification against such liabilities (other than the
     payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful
     defense of any action, suit or proceeding) is asserted by such
     director, officer or controlling person in connection with the securities
     being registered, the Registrant will, unless in the opinion of its
     counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the 1933
     Act and will be governed by the final adjudication of such issue.

                                SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Diego, State of California, on
December 11, 1995.

                                               MAIL BOXES ETC.

                               by:     Gary S Grahn
                                   ------------------------------------------
                                       Gary S. Grahn
                                   Vice President and Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

Signature                  Title                          Date
- ---------------------      ---------------------------    ----------------

Michael Dooling            Chairman of the Board          December 11, 1995
- ----------------------     and Director
Michael Dooling*

Anthony W. DeSio           President, Chief Executive     December 11, 1995
- ----------------------     Officer, and Director
Anthony W. DeSio*          (Principal Executive Officer)

Rober J. DeSio             Director                       December 11, 1995
- ----------------------
Robert J. DeSio*

Joel Rossman               Director                       December 11, 1995
- ----------------------
Joel Rossman*

James F. Kelly             Director                       December 11, 1995
- ----------------------
James F. Kelly*

Daniel L. La Marche        Director                       December 11, 1995
- ----------------------
Daniel L. La Marche*

Harry Casari               Director                       December 11, 1995
- ----------------------
Harry Casari*

Gary S. Grahn              Vice President & Chief         December 11, 1995
- ----------------------     Financial Officer
Gary S. Grahn*             (Principal Accounting Officer)

*  By Bruce M. Rosenberg pursuant to Power of Attorney

                              POWER OF ATTORNEY
                              -----------------

          KNOW ALL MEN BY THESE PRESENTS, THAT each person whose signature
appears below constitutes and appoints Anthony W. DeSio, Gary S. Grahn and
Bruce M. Rosenberg, Esq., or any of them, his attorney-in-fact, each with
power of substitution, for him in any and all capacities, to sign the
foregoing registration statement and any amendments thereto, and to file
the same, with exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming
what each of said attorneys-in-fact or his substitute or substitutes may do
or cause to be done by virtue hereof.

Signature                  Title                          Date
- ---------------------      ---------------------------    ----------------

Michael Dooling            Chairman of the Board          November 21, 1995
- ----------------------     and Director
Michael Dooling

Anthony W. DeSio           President, Chief Executive     November 21, 1995
- ----------------------     Officer, and Director
Anthony W. DeSio           (Principal Executive Officer)

Rober J. DeSio             Director                       November 21, 1995
- ----------------------
Robert J. DeSio 

Joel Rossman               Director                       November 21, 1995
- ----------------------
Joel Rossman

James F. Kelly             Director                       November 21, 1995
- ----------------------
James F. Kelly

Daniel L. La Marche        Director                       November 21, 1995
- ----------------------
Daniel L. La Marche

Harry Casari               Director                       November 21, 1995
- ----------------------
Harry Casari

Gary S. Grahn              Vice President & Chief         November 21, 1995
- ----------------------     Financial Officer
Gary S. Grahn              (Principal Accounting Officer)

                          LIST OF EXHIBITS
                          ----------------

      Exhibit 5                    Opinion and Consent of Counsel

      Exhibit 23.1                 Consent of counsel is contained in
                                   Exhibit 5

      Exhibit 23.2                 Consent of Independent Auditors

      Exhibit 24                   Power of Attorney - Reference is made to
                                   Page II-7 of this Registration Statement

      Exhibit 99                   1995 Stock Option Plan for Outside
                                   Directors (Filed with Registrant's 
                                   Proxy Statement dated July 14, 1995 
                                   as Appendix B.)

                              EXHIBIT 5
                              ---------

                                                         December 7, 1995

Mail Boxes Etc.
6060 Cornerstone Court West
San Diego, California  92121-3795

     Re:  REGISTRATION STATEMENT ON FORM S-8
          ----------------------------------

Ladies and Gentlemen:

This opinion is delivered to you in connection with the Registration
Statement on Form S-8 to be filed by Mail Boxes Etc., a California
corporation (the "Company"), under the Securities Act of 1933, as amended
(the "Securities Act"), for registration under the Securities Act of 260,000
shares of Common Stock of the Company and the options to purchase such shares
granted or to be granted pursuant to the Mail Boxes Etc. 1995 Stock
Option Plan for Non-Employee ("Outside") Directors (the "Plan").

I am familiar with the Articles of Incorporation of the Company, as amended,
the corporate minute books and the Bylaws of the Company, as amended, and
the Registration Statement.  I have also examined such other documents,
records and certificates and made such further investigation as I have deemed
necessary for the purpose of this opinion.

Based upon and subject to the foregoing, I am of the opinion that the
260,000 shares of Common Stock reserved for issuance under the Plan have
been legally authorized and when issued and sold pursuant to the terms of
the Plan as described in the Registration Statement and in conformity with
applicable state securities laws, will be legally issued, fully paid and
nonassessable.

I understand that this opinion is to be used in connection with the
Registration Statement and hereby consent to the filing of this opinion as
an exhibit thereto.

                                       Very truly yours,

                                       Bruce M. Rosenberg, Vice President
                                         General Counsel and Secretary

                              EXHIBIT 23.2
                              ------------

                     CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8), pertaining to the 1995 Stock Option
Plan for Non-Employee ("Outside") Directors of Mail Boxes Etc. and to the 
incorporation by reference therein of our reports dated June 8, 1995, with 
respect to the consolidated financial statements and schedule of Mail Boxes 
Etc. included and incorporated by reference in the Annual Report (Form 10-K) 
for the year ended April 30, 1995 as filed with the Securities and Exchange 
Commission.

                                                     ERNST & YOUNG LLP

San Diego, California
December 7, 1995