SecProbe.io

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Mail Stop 4-6
								December 9, 2004

Gary Musselman
President
Pacel Corporation
10108 Industrial Drive
Prineville, NC  28134

Re:	Pacel Corporation
  	Amendment No. 1 to Preliminary Schedule 14C
	File No. 1-15647

Dear Mr. Musselman:

      We have reviewed your responses and have the following
comments.
General
1. We note that the change in domicile is occurring simultaneously
with the creation of a new organizational structure in which the
shareholders of the former corporation will after the transaction
hold shares in the newly structure Nevada corporation.  The
shareholder action requested with respect to the change in
domicile
merger is an offer and sale of securities under Rule 145.  It
appears
that paragraph (a)(2) of Rule 145 may not be applicable to your
change of domicile merger, as the transaction is not solely a
domicile change.  As an exemption from the registration
requirements
does not appear to be available, we believe that the change of
domicile merger should have been registered using Form S-4.  It is
unclear therefore how filing the proxy statement prior to filing a
registration statement is consistent with Section 5 of the
Securities
Act.  In preparing any response to this letter, ensure that the
responsive filing appropriately addresses the consequences of
initiating the offer of shares prior to filing the registration
statement.

Action 3:  Change of corporate domicile to Nevada
2. Regarding the reasons you list for recommending the change in
domicile on Page 5, you state that "there is greater flexibility
in
the management of corporate affairs" under Nevada law.  Please
expand
the disclosure to identify the specific provisions management
considered significant in the decision to change domicile from
Virginia to Nevada.  Include in the discussion the ways in which
the
provisions enhance management flexibility.  What are the potential
adverse effects on independent shareholders of this additional
flexibility?
3. The revised disclosure regarding the material differences
between
the two bodies of law at issue does not appear to be complete.
Are
there no material differences between either the corporation
statutes
of Virginia and Nevada or between the certificates of
incorporation
of the two companies?  We note, for example, that Virginia
requires
the consent of two-thirds of shareholders entitled to vote
regarding
the sale of substantially all of a company`s assets and for
actions
taken without a meeting whereas Nevada corporation law requires
consent by a majority of stockholders in both instances.  Are
there
material differences that should be discussed regarding, e.g.,
establishing a quorum,  who can call a meeting of the board of
directors or special meeting of shareholders, when dividends are
payable, or the ability to inspect the company`s records, and the
like?  Please ensure that you have thoroughly examined the
corporation laws of Nevada and Virginia and provide a materially
complete discussion comparing the material differences relating to
stockholder rights and corporate governance matters.

Action 4:  Approval of Empoyment Agreements
4. Please disclose in the proxy statement the legal consequences
of
approval or non-approval of this proposal on shareholders in the
information statement.  What would be the effect of an unfavorable
vote under 13.1-691 of the Virginia Stock Corporation Act?

	Except for above-cited matters, we have not and do not intend
to
conduct any review of the information statement.  In view of our
limited review, all persons who are by statute responsible for the
adequacy and accuracy of the filing are urged to be certain that
all
information required pursuant to the Securities Act of 1933 has
been
included.

      Please direct any questions you may have to Maryse Mills-
Apenteng at (202) 942-1861 or, in her absence, you may contact the
undersigned at (202) 942-1818.  If you still require further
assistance, please contact Barbara C. Jacobs at 202-042-1800.

							Sincerely,

							Mark P. Shuman
							Branch Chief - Legal

cc:  	Via facsimile:  503-227-2980
      Robert Laskowski, Esq.
      520 SW Yamhill Street, Suite 600
      Portland, OR  97204

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