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                                                                    Exhibit 10.3

                          REVISED EMPLOYMENT CONTRACT


THIS AGREEMENT made by and between DAVEL COMMUNICATIONS GROUP, INC., an Illinois
Corporation, hereinafter called "Employer" or "Davel," and Robert D. Hill,
hereinafter called "Employee".  In consideration of the mutual covenants and
agreements set forth below, the parties agree as follows:

     1.  Term of Employment:  Employee is now employed under a previous
contractual agreement as Chief Executive Officer dated June 11, 1997. The
purpose of this Agreement is to clarify, amend and restate the Agreement dated
June 11, 1996. Employer hereby employs Employee and Employee hereby agrees to be
so employed as Chief Executive Officer of  Employee and to work at such places
as directed by Employer.  This Employment Contract shall be effective on the
first day of January, 1996 and shall continue through December 31st, 1998 or
until terminated by one of the parties as hereinafter provided, or until the
Employee's death, permanent disability or retirement. At the end of the term
this Agreement shall continue for consecutive one year terms unless either party
gives written notice of its intent not to renew the Agreement at least 60 days
prior to the expiration of the original term or any renewal or extended term.

     2.  Duties:

     a.   The Employee agrees to accept the duties commonly involved in carrying
          out the position for which employed and any other duties as may be
          required by Employer. The Employer shall have the right at any time
          during the term of this Agreement to change the duties of Employee or
          assign duties different from the duties originally assigned.

     b.   The Employee shall devote his best efforts, on a full-time basis, to
the Employer's business, and will not engage in any employment or enterprise
detracting from this goal.  Employee shall travel as reasonably required in the
performance of his duties hereunder.

     c.   The Employee as Chief Executive Officer, and in such other offices as
from time to time assigned in Davel or associated enterprises, shall perform the
duties of Chief Executive Officer which shall consist of the duties normally
associated with such positions and such other duties as shall be from time to

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          time assigned. The Employee shall report to and be responsible to the
          Chairman of the Board in the regular conduct of his duties.

     3.  Base Compensation:  The Employee shall be paid a base salary of
$200,000 per annum during the term of this Agreement. The Employee's base
compensation shall be payable in accordance with Employer's payroll practices.
Employee shall be reimbursed for his reasonable expenses incurred in the
performance of his duties hereunder upon presentation of proper evidence thereof
as required by Employer.

     4.  Bonus. In addition to base compensation, the Employee shall receive an
annual bonus to be determined as a percentage of the Employee's base salary. The
range of percentages to be applied to the Employee's base salary for the
computation of bonus shall be based on the percentage growth in the Earnings Per
Share (EPS), adjusted for extraordinary items (including but not limited to the
1995 write down of ComTel assets)  of Employer for the year to which the bonus
is applicable.  From within the percentage range so established, the Chairman of
the Board, shall recommend to the Compensation Committee of the Board for
approval the specific percentage to be applied based on the performance and
contribution of the Employee.  The range of percentages shall be established in
accordance with the following table:
<TABLE>
<CAPTION>
 
If the Percentage EPS         the range of percentages
Growth for Year is            for determining bonus shall be
------------------------------------------------------------
<S>                           <C>
0 to 17%                      5% to 15%
------------------------------------------------------------
(Greater-than) 17% to 22%     10% to 20%
------------------------------------------------------------
(Greater-than) 22% to 27%     15% to 25%
------------------------------------------------------------
(Greater-than) 27% to 32%     20% to 35%
------------------------------------------------------------
(Greater-than) 32%            30% to 45%
------------------------------------------------------------
</TABLE>

For example, if the EPS for 1995 is 94c. and the 1996 EPS is $1.20, then the
percentage EPS growth is 28% (26/94) and the applicable range is 27% to 32%. If
within the applicable range, the Chairman of the Board upon approval of the
Compensation Committee, determines based on the performance and contribution of
the Employee that the appropriate percentage is 29%, then the employees bonus
shall be 29% of the Base compensation provided at (P)3.

     5.  Stock Options and Grants:

     a)   Options to purchase stock of the Employer shall be awarded to the
          Employee annually pursuant to the terms of this 

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          Employment Contract and otherwise in accordance with the terms and
          conditions of the Employer's Stock Option Plan based upon EPS
          percentage growth, adjusted for extraordinary items (including but not
          limited to the 1995 write down of ComTel assets), and the performance
          and contribution of the Employee as determined by the as determined by
          the Chairman of the Board subject to approval by the Compensation
          Committee. The actual number of options awarded shall be determined by
          multiplying the Employee's base salary, as set forth at (P)3, above,
          times a percentage, selected by the Chairman of the Board and approved
          by the Compensation Committee, from the range of percentages
          applicable to the achieved EPS percentage growth as set forth in the
          following table:
<TABLE>
<CAPTION>
 
 If the Percentage EPS                the range of percentages
  Growth for Year is                  for determining option awards shall be
----------------------------------------------------------------------------
<S>                                   <C>
0 to 17%                              10% to 20%
----------------------------------------------------------------------------
(Greater-than) 17% to 22%             21% to 40%
----------------------------------------------------------------------------
(Greater-than) 22% to 27%             41% to 80%
----------------------------------------------------------------------------
(Greater-than) 27% to 32%             81% to 160%
----------------------------------------------------------------------------
(Greater-than) 32%                    161% to 240%
----------------------------------------------------------------------------
</TABLE>

          The dollar amount so determined shall be divided by the exercise price
          of the options awarded to determine the actual number of options. The
          exercise price shall be determined in accordance with the terms and
          conditions of the Employer's Stock Option Plan. Except as otherwise
          accelerated, options so awarded shall vest one- third when awarded,
          one-third twelve months after the date of the award and the balance 24
          months after the date of the award. All options shall be exercisable
          when vested.

          For example, if the EPS for 1995 is 94c and the 1996 EPS is $1.20,
          then the percentage EPS growth is 28% (26/94) and the applicable range
          is 81% to 160%. The Chairman of the Board and upon approval of the
          Compensation Committee, determines, based on the performance and
          contribution of the Employee, that the appropriate percentage is 90%.
          If the 

          
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          exercise price of the options determined in accordance with the terms
          of the Employee Stock Option Plan is $13.00 per share, then the number
          of options awarded would be determined by dividing 90% of the
          Employee's Base compensation provided at (P)3 by the exercise price of
          $13.00 per share.

     b.   The Employee shall be eligible for annual stock grants valued at
          $40,000. One-half of the shares constituting each annual grant shall
          not be transferred for six months following such grant; the remaining
          one-half of such shares shall not be transferred for eighteen months
          following such grant. All restrictions on transfer after six months
          from the date of each grant shall be removed in the event of a change
          in control. Each annual grant shall be deemed to be issued on the
          first business day of each calendar year or, if later, the first
          business day following the execution of this Agreement.

6.  Other Benefits and Vacation:

     a.   Employer has established a 401(k) Profit Sharing Plan to provide for
          voluntary Employee before and after tax contributions. The Profit
          Sharing Plan may also provide for Employer contributions as may be
          from time to time determined by the Employer consistent with and
          subject to the terms of the plan as established by the Employer.
          Employee may participate in such plan provided he is otherwise
          qualified under the terms and conditions of any such Profit Sharing
          Plan.

     b.   The Employee shall be entitled to vacations in accordance with the
          regular policies of the employer as in effect from time to time.
          Vacation shall be scheduled at the convenience of the Employer.

     c.   The Employer shall maintain an IRC (S)125 plan, or similar arrangement
          as from time to time permitted by the Internal Revenue Code as then in
          effect, for health insurance premiums and other permitted (S)125
          benefits and the Employee shall be permitted to divert compensation
          for such premiums and other benefits .

     d.   The Employee shall be entitled to participate in the regular Health
          Insurance plan of the Employer as from time to time in effect on the
          terms and conditions as provided for employees generally.

     e.   The Employer shall provide an automobile to Employee for 

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          business use to be accounted for by the Employee consistent with the
          normal business practices of Employer as from time to time
          established.

     7.   Nondisclosure and Noncompetition:  The Employee hereby agrees as a
condition of Employment to

     a.   At all times while this Agreement is in force and after its
          termination or expiration for whatever reason, the Employee agrees to
          refrain from disclosing, either directly or indirectly, the Employer's
          customer lists, trade secrets, or other confidential material.
          Employee agrees to take reasonable security measures to prevent
          accidental disclosure of such information. All files, records,
          documents, drawings, specifications, equipment and similar items
          relating to Employer's business, whether prepared by the Employee or
          otherwise coming into his possession, shall remain the exclusive
          property of the Employer.

     b.   During the term of this Agreement, the Employee shall not, directly or
          indirectly, either as an employee, employer, consultant, agent,
          principal, partner, stockholder, corporate officer, director or in any
          other individual or representative capacity, engage or participate in
          any business of any nature which is in competition in any way with the
          business of the Employer.

     c.   For a period of one (1) year after the expiration or termination of
          this Agreement, except in the case of a termination by the Employer
          for any reason other than the causes set forth at (P)8(d) below and
          except in the case of a termination in connection with or at anytime
          after a change of control and for which the Employee is entitled to
          severance pay computed in accordance with the provisions of (P)8(c),
          the Employee shall not, directly or indirectly, either as an employee,
          employer, consultant, agent, principal, partner, stockholder,
          corporate officer, director or in any other individual or
          representative capacity, engage or participate in any business of any
          nature which is in competition with the Employer in the business of
          telecommunications within the existing market areas of the Employer
          for which Employee had significant responsibility and in which
          Employee materially participated in the management and operation of
          the Employer.

     d.   Employer shall be entitled to injunctive and/or other equitable relief
          to prevent or remedy a breach of the provisions of the Agreement and
          to secure their enforcement, in addition to any other remedies or
          damages which may be available to Employer.

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     8.  Termination:

     a.   This Agreement may be terminated by either party giving two (2) weeks
          written notice of termination to the other party. If requested by the
          Employer, the Employee agrees to cooperate in training his successor
          following notice of termination of this Agreement. If the Employer
          terminates the agreement, the Employer, in addition to all salary and
          bonus pro-rated through the date of termination, shall pay severance
          pay equal to the lesser of six months base compensation or the
          remaining base compensation due under this Agreement.

     b.   Upon a change in control of the ownership of Employer all stock
          options previously awarded to the Employee shall vest and be
          immediately exercisable.

     c.   Upon a change of control the term of this Agreement shall be
          automatically revised to eighteen months from the date of such change
          in control if at the time of such change of control the remaining term
          of this Agreement, or any extended or renewal term, is less than
          eighteen months. If at or after a change in control, any of the
          following occur

          (i)    The Employer or any successor of Employer terminates the
                 employee, or

          (ii)   The Employee elects to terminate employment by written notice
                 within 60 days of the date of any change in control, or

          (iii)  The Employee is required to move more than 100 miles from his
                 current place of employment and the Employee elects to resign
                 by written notice, or

          (iv)   The Employee is required to assume a position which requires a
                 change in title or a diminution of responsibilities and the
                 Employee elects to resign by written notice,

          then the amount of severance pay due shall be equal to the sum of the
          following:

          (i)    salary for services performed pro-rated 

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                 through the date of termination, plus

          (ii)   the greater of six months base compensation or the remaining
                 base compensation due under this Agreement, plus
                        
          (iv)   cash bonus computed by determining the bonus for one year at
                 the maximum possible rate pursuant to (P)4, dividing the
                 amount so determined by twelve and then multiplying the result
                 by the greater of six or the number of months (or parts
                 thereof) remaining on the term of this Agreement.

          The Employee may, in any event, elect in the Employee's sole
          discretion to receive a lesser amount of severance pay. Any payment
          made in accordance with the provisions of this paragraph shall be due
          in full upon the occurrence of any of the events described in
          (P)8(c)(i), (P)8(c)(ii), (P)8(c)(iii) or (P)8(c)(iv). In the event of
          a payment in accordance with the terms of this paragraph, Employer
          shall provide Employee and dependents insured at the time of
          termination health insurance substantially similar to that then
          provided for the greater of the remaining term of the contract or six
          months. Payment and provision of health insurance in accordance with
          the terms of this (P)8 shall be satisfaction in full of all sums due
          to Employee by reason of this Agreement. A change of control shall be
          deemed to have occurred at anytime David Hill (the principal
          shareholder) or his descendants own less than 30% of the issued and
          outstanding voting shares of the Employer.

     d.   Any other provision of this Agreement notwithstanding, the Employer
          may terminate this Agreement if the termination is based on a
          violation by the Employee of (P)7 of this Agreement, or on fraud,
          embezzlement, securities law violation, sexual harassment of other
          employees, criminal indictment or conviction, or other conduct
          involving crimes, misdemeanors or moral turpitude. In the event of
          termination pursuant to this paragraph, no severance pay shall be
          payable to Employee as otherwise provided herein and the Employee
          shall be entitled only to the base compensation provided for herein
          earned prior to the date of termination computed pro rata up to and
          including the date of termination.

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     e.   The death or permanent disability of the Employee shall terminate this
          Agreement and the employment of the Employee. Upon the death or
          permanent disability of the Employee, all previously awarded options
          shall vest and become immediately exercisable by the estate of the
          employee.

     9.  Severability:  In the event any one or more of the provisions of this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.

     10. Assignment:  This Agreement shall not be assignable, in whole or in
part, by the Employee but shall inure to the benefit of and bind the successors
and any assigns of Employer.

     11.  Fees and Costs:  If any action at law or in equity is necessary to
enforce or interpret the terms of this Agreement, the party substantially
prevailing shall be entitled to its costs incurred in such action, including
reasonable attorney fees, in addition to any other relief that may be proper
hereunder or at law or in equity.

     12.  Notices:  All notices hereunder shall be given in writing by personal
service or certified mail, return receipt requested, postage prepaid, addressed
to the parties at the following respective addresses, or at such other address
as may be designated:

     Employer                                 Employee
     --------                                 --------
     Davel Communications Group, Inc.         Robert D. Hill
     601 W. Morgan                            17615 Esprit Dr.
     Jacksonville, Illinois   62650           Tampa,  FL  33647-2506

     13.  Entire Agreement:  This Agreement constitutes the entire Agreement of
the parties.  No modification, variance or change in any of its terms or
provisions shall be valid unless in writing and signed by both parties.

     14.  Governing Law:  This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois.

     15.  Waiver:  The failure of either party at any time to require
performance by the other party of any provision hereunder shall in no way affect
the right of that party thereafter to enforce the same or any other provision of
this Agreement; nor shall the waiver by either party of the breach of any
provision hereof be a waiver of any subsequent breach of such provision or of
the provision itself.

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
originals on this 28th day of February, 1997.

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DAVEL COMMUNICATIONS GROUP, INC.

______________________________________
David Hill, Chairman of the Board

                                                      
EMPLOYEE

______________________________________
Robert D. Hill

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