EXHIBIT 10-20


NEITHER THIS WARRANT NOR THE SHARES OF COMMON 
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE 
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (the "Act").  NEITHER THIS WARRANT NOR SUCH 
SHARES MAY BE SOLD, TRANSFERRED, PLEDGED OR 
HYPOTHECATED EXCEPT AS PROVIDED IN SECTION 4 OF THE 
WARRANT TO PURCHASE COMMON STOCK OF THE COMPANY 
EXPIRING FEBRUARY 1, 2001, A COPY OF WHICH IS ON FILE 
AT THE PRINCIPAL OFFICE OF THE COMPANY.

Issued as of				Void after February 1, 2001
February 1, 1996							
				

WARRANT TO PURCHASE 25,000 SHARES
OF COMMON STOCK
OF
EXECUTONE INFORMATION SYSTEM, INC.
(incorporated under the Laws of the
Commonwealth of Virginia)

THIS IS TO CERTIFY THAT, JERRY M. SESLOWE ("Seslowe") 
or his permitted registered assigns (Seslowe and such assigns 
sometimes hereinafter being referred to as the "Holder"), is entitled, 
subject to the terms and conditions set forth herein, and further subject to 
an adjustment as hereinafter provided, to purchase from EXECUTONE 
INFORMATION SYSTEMS, INC., a Virginia corporation (the "Company"), 
an aggregate of Twenty-Five Thousand (25,000) fully paid and 
nonassessable shares (the "Underlying Shares") of the common stock of 
the Company, $0.01 par value ("Common Stock"), upon payment of the 
purchase price of SIXTY-FIVE THOUSAND SEVEN HUNDRED FIFTY 
DOLLARS ($65,750.00) or TWO DOLLARS AND SIXTY-THREE CENTS 
($2.63) per Underlying Share (the "Purchase Price"), and also is entitled 
to exercise the other appurtenant rights, powers and privileges 
hereinafter set forth at any time from and after 9:00 a.m. (Eastern 
Standard Time) February 1, 1996 and on or before 5:00 p.m. (Eastern 
Standard Time), on February 1, 2001.

This Warrant (the "Warrant") entitles the Holder hereof to 
purchase up to an aggregate of 25,000 shares of Common Stock, which 
right shall vest ratably over a period of three (3) years, one-third on 
February 1, 1997, one-third on February 1, 1998 and one-third on 
February 1, 1999; provided, however, that if Seslowe ceases to be a 
director of the Company, either voluntarily or because he has not been 
reelected by the Shareholders of the Company, then Seslowe's vesting of 
rights shall terminate as of the date he is no longer a director of the 
Company.

THE EXERCISE AND TRANSFER OF THIS WARRANT ARE
RESTRICTED BY THE PROVISIONS OF SECTION 4 HEREOF

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1.      Exercise of Warrant.

This Warrant may be exercised in whole or in part by the Holder 
hereof, by delivery to the Company at its principal office at 478 Wheelers 
Farms Road, Milford, CT 06460 of (a) a written notice to the Holder, in 
substantially the form of the Subscription Notice attached hereto as 
Exhibit "A", of such Holder's election to exercise this Warrant, which 
notice shall specify the number of Underlying Shares to be purchased, (b) 
a check payable to the Company in an amount equal to the aggregate 
Current Price (as defined below) of the number of shares of Common 
Stock being purchased and (c) this Warrant.  The Company shall, as 
soon as reasonably practicable, execute and deliver or cause to be 
delivered to Holder, in accordance with such notice, one or more 
certificates representing the aggregate number of shares of Common 
Stock specified in such notice.  The stock certificate(s) so delivered shall 
be issued in the name of the Holder or such other name as shall be 
designated in such notice.  Such certificate(s) shall be deemed to have 
been issued and the Holder or any other person so designated to be 
named therein shall be deemed for all purposes to have become a 
Holder of record of such Underlying Shares as of the date such notice is 
received by the Company.  If this Warrant shall have been exercised only 
in part, the Company shall, at the time of delivery of said certificate(s), 
deliver to the Holder a new Warrant evidencing the rights of the Holder to 
purchase the remaining shares of Common Stock called for by this 
Warrant (stated in Shares), which new Warrant shall in all other respects 
be identical to this Warrant, or, at the request of the Holder, appropriate 
notation may be made on this Warrant and the same returned to the 
Holder.

2.	Fractional Shares.

This Warrant is only exercisable with respect to whole Underlying 
Shares and not fractions thereof unless the Company otherwise agrees.  
Accordingly, the Company shall not be required to issue certificates 
representing fractions of Underlying Shares upon any exercise of this 
Warrant; provided, however, in respect of any final fraction of a share it 
may, at its sole option, in lieu of delivering a fractional share, make a 
payment in cash based upon the then fair market value of such fraction 
of the Underlying Shares.

3.	Transfer, Division and Combination.

No Warrant granted under this Agreement shall be transferable 
by Seslowe otherwise than by Will or the laws of descent and distribution 
and, during the lifetime of Seslowe, shall not be exercisable by any other 
person, but only by him.  The Company agrees to maintain at its principal 
office in Milford, Connecticut, books for the registration and transfer of 
the Warrants and, subject to the provisions of this paragraph and Section 
4 hereof, this Warrant and all rights hereunder are transferable ONLY 
with respect to (i) Seslowe's heirs and devisees, or (ii) Seslowe's Estate 
in whole or in part, on such books upon surrender of this Warrant at such 
office, together with a written assignment of this Warrant duly executed 
by the Holder hereof or his agent or attorney, and with funds sufficient to 
pay any stock transfer taxes payable upon the making of such transfer.  
Upon surrender and payment, the Company shall execute and deliver a 
new Warrant(s) in the name of the assignee of Holder and in the 
denominations specified in such instrument of assignment, and this 
Warrant shall be canceled promptly.  If and when this Warrant is 
assigned in blank, the Company may, but shall not be obligated to, treat 
the bearer hereof as the absolute owner of this Warrant for all purposes 
and the Company shall not be affected by any notice to the contrary.  A 
warrant may be exercised by a Holder for the purchase of shares of 
Common Stock without having a new Warrant issued.

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The Company shall pay all expenses, taxes (other than stock 
transfer taxes and any of Holder's income taxes, if any, incurred as a 
result of the transfer) and other charges payable in connection with the 
preparation, issue and delivery of Warrants hereunder.

4.	Restriction on Exercise and Transfer of Warrants and Transfer of 
Warrants and Common Stock.

Except as otherwise provided herein, this Warrant and the 
certificates representing the Underlying Shares shall be stamped or 
otherwise imprinted with a legend substantially in the following form:

"Neither this Warrant nor the shares of Common Stock 
issuable upon exercise of this Warrant have been registered 
under the Securities Act of 1933, as amended (the "Act").  
Neither this Warrant nor such Shares may be sold, transferred, 
pledged or hypothecated except as provided in Section 4 of the 
Warrant to purchase Common Stock of the Company expiring 
February 1, 2001, a copy of which is on file at the principal office 
of the Company."

This Warrant shall be exercisable (1) only if the issue of 
Underlying Shares issuable upon exercise is exempt from the 
requirements of registration under the Securities Act of 1933, as 
amended (the "Act") (or any similar statute then in effect) and any 
applicable state securities law or (2) upon registration of such Underlying 
Shares in compliance therewith.  This Warrant shall be transferable only 
(i) with the prior written consent of the Company, or (ii) by will or the laws 
of descent and distribution, and in either event only if the Warrant is 
registered or the transfer is exempt from the requirements of registration 
under the Act (or any similar statute then in effect) and any applicable 
state securities law.

5.	Acknowledgment by the Holder of Restrictions.

The Holder of this Warrant and certificates representing the 
Underlying Shares, by acceptance hereof and thereof, acknowledges and 
agrees that: (a) the Warrant and the Underlying Shares have not been 
registered under the Act in reliance upon exemptions from the 
registration provisions of the Act set forth therein, or in the rules and 
regulations promulgated thereunder (and there is no obligation on the 
part of the Company to register the Warrant or the Underlying Shares 
under the Act); and (b) the Warrant and the Underlying Shares will not be 
freely tradeable.  The Holder represents that he fully understands the 
restrictions on his ability to transfer this Warrant and the Underlying 
Shares.  Without limiting the foregoing and by way of illustration only, the 
Holder understands that if he presently desired to sell Underlying Shares 
pursuant to the exemption from the registration provisions of the Act 
contained in Rule 144 (the "Rule") promulgated under the Act, as 
presently constituted, such Underlying Shares might be sold by him 
pursuant to the Rule only after a minimum holding period of two (2) years 
(computed in accordance with the Rule) and, thereafter, only in the 
limited amounts, in the manner and under the limited circumstances 
prescribed by the Rule.

6.	Change in Control.

The Warrant that is outstanding on a Control Change Date, as 
hereinafter defined, shall be exercisable in whole or in part on that date 
and thereafter during the remainder of the Warrant period stated in this 
Warrant Agreement (the "Agreement").  A Change in Control occurs if, 
after the date of this Agreement, (i) any person, including a 

<PAGE>

"group" as defined in Section 13(d)(3) of the Securities and Exchange Act 
of 1934 (the "Exchange Act"), becomes the owner or beneficial owner of 
Company securities having twenty percent (20%) or more of the 
combined voting power of the then outstanding Company securities that 
may be cast for the election of the Company's directors (other than as a 
result of an issuance of securities initiated by the Company, or open 
market purchases approved in advance by the board, as long as the 
majority at the time the purchases are made are directors who were 
members of the Board immediately prior to the purchases being made 
and approved such purchases); or (ii) as the direct or indirect result of, or 
in connection with, a cash tender or exchange offer, a merger or other 
business combination, a sale of assets, a contested election, or any 
combination of these transactions, the persons who were directors of the 
Company before such transactions cease to constitute a majority of the 
Company's Board, or any successor's board, within two (2) years of the 
last of such transactions.  For purposes of this Agreement, the Control 
Change Date is the date on which an event described in (i) or (ii) occurs.  
If a Change in Control occurs on account of a series of transactions, the 
Control Change Date is the date of the last of such transactions.

7.	Change in Management.

Notwithstanding any specified vesting or applicable early 
exercise Warrant prices, if this Warrant is outstanding on the date 
Seslowe's directorship with the Company is terminated or constructively 
terminated (as described herein) as a direct or indirect result of the 
occurrence of one of the events specified in subsections (i) or (ii) of this 
paragraph, this Warrant shall be exercisable, in whole or in part, at the 
lowest Warrant price available during the term of the Warrant, on that 
date and thereafter during the remainder of the Warrant period stated 
herein.  Such exercisability will occur if after the date of the Agreement, 
(i) any person, including a "group" as defined in Section 13(d)(3) of the 
Exchange Act, becomes the owner or beneficial owner of Company 
securities having twenty percent (20%) or more of the combined voting 
power of the then outstanding Company securities that may be cast for 
the election of the Company's directors (other than as a result of an 
issuance of securities initiated by the Company); or (ii) the Company is 
the subject of a successful cash tender or exchange offer, is a party to a 
merger or other business combination, sells a substantial portion of its 
assets, experiences a change in management brought about by a 
contested election or participates in any combination of these 
transactions.  For purposes of this paragraph, the Transaction Date is the 
date on which an event described in subsections (i) or (ii) hereof occurs.  
The date upon which Seslowe is no longer a member of the Board of 
Directors of the Company either through resignation, a majority of the 
shareholders of the Company not voting for Seslowe as a director or 
voting for his earlier removal with or without cause or through his removal 
by a majority of the members of the Board of Directors shall constitute a 
constructive termination of Seslowe's directorship with the Company 
within the meaning of this paragraph.

In the event Seslowe's service as a director of the Company 
terminates for any other reason or due to any other cause, including 
death, or a resignation or removal that is not a direct or indirect result of 
the events described above, then this Warrant shall be exercisable, to the 
same extent it was exercisable at the date of termination, for a period of 
seven months following the date of termination, provided that in no event 
shall this Warrant be exercisable after February 1, 2001.

8.	Current Price: Adjustments.

As used in this Warrant, "Current Price" (per share of Underlying 
Stock) at any date shall mean the amount equal to the quotient resulting 
from dividing (i) the purchase

<PAGE>

price per Share provided herein by (ii) the 
number of shares (including any fractional share) of Underlying Shares 
comprising a Share on such date.  A "Share" shall consist initially of one 
share of Common Stock of the Company as such stock is constituted on 
the date of this Agreement.  The Purchase Price of a Share shall be Two 
Dollars and Sixty-Three Cents ($2.63).

In the event that the outstanding Common Stock of the Company 
is hereafter changed by reason of reorganization, merger, consolidation, 
recapitalization, reclassification, stock split-up, combination of Shares, 
stock dividends or the like, an appropriate adjustment shall be made by 
the Board of Directors in the aggregate number of Underlying Shares 
available under this Warrant and in the number of Underlying Shares and 
price per Underlying Share subject to outstanding Warrants.  If the 
Company shall be reorganized, consolidated or merged with another 
corporation, or if all or substantially all of the assets of the Company shall 
be sold or exchanged, the Holder of the Warrant shall, at the time of 
issuance of the stock under such corporate event, be entitled to receive 
upon the exercise of the Holder's Warrant the same number and kind of 
shares of stock or the same amount of property, cash or securities as the 
Holder would have been entitled to receive upon the happening of any 
such corporate event as if the Holder had been, immediately prior to such 
event, the Holder of the number of Underlying Shares covered by the 
Holder's Warrant.

Any adjustment in the number of Underlying Shares shall apply 
proportionately to only the unexercised portion of the Warrant granted 
hereunder.  If a fraction of a share would result from any such 
adjustment, the adjustment shall be revised to the next lower whole 
number of Underlying Shares.

9.	Reservation of Shares.
	
	The Company covenants and agrees that (a) so long as this 
Warrant is outstanding, it has or will reserve and keep available out of its 
authorized but unissued Common Stock, solely for the purpose of issuing 
Underlying Shares from time to time upon the exercise of this Warrant, 
an adequate number of Shares of Common Stock for delivery at the 
times and in the manner provided herein upon exercise of this Warrant; 
(b) the Underlying Shares delivered upon exercise of this Warrant shall 
be validly issued and outstanding and fully paid and nonassessable 
shares of Common Stock, free from any preemptive rights; and (c) it will 
pay when due any and all Federal and state original issue taxes which 
may be payable with respect to the issuance of the Warrant or of any 
Shares of Common Stock upon exercise of the Warrant.  The Company 
shall not, however, be required (i) to pay any transfer tax which may be 
payable with respect to any transfer of the Warrant, the issuance of 
certificates of Common Stock in a name other than that of the Holder or 
any transfer of Underlying Shares or (ii) to pay any Federal or state 
income taxes of Holder which may occur as a result of the exercise of the 
Warrant or (iii) to issue or deliver the Warrant or any certificate for 
Underlying Shares until any such taxes shall have been paid by the 
Holder.

10.	No Rights of Shareholders; Limitation of Liability.

No Holder shall, based on being a holder of this Warrant, be 
entitled to vote or receive dividends or be deemed the holder of Common 
Stock or any other security of the Company which may at any time be 
issuable on the exercise hereof for any purpose, nor shall anything 
contained herein be construed to confer upon the Holder, as such, any of 
the rights of a shareholder of the Company or any right to vote for the 
election of directors or upon any matter submitted to shareholders at any 
meeting thereof, or to give or withhold consent to any corporate action 
(whether upon any recapitalization, issue of

<PAGE>

stock, reclassification of 
stock, change to or of par value, consolidation, merger, conveyance or 
otherwise) or to receive notice of meetings, or to receive dividends or 
subscription rights or otherwise until this Warrant shall have been 
exercised in accordance with Section 1 hereof.  No provisions hereof, in 
the absence of affirmative action by the Holder hereof to purchase shares 
of Common Stock, and no mere enumeration herein of rights or 
privileges of the Holder hereof, shall give rise to any liability of such 
Holder for the purchase price or as a shareholder of the Company, 
whether such liability is asserted by the Company, creditors of the 
Company or others.

11.	Replacement of Securities.

	Upon receipt of evidence reasonably satisfactory to the Company 
of the loss, theft, destruction or mutilation of any certificates evidencing 
ownership of this Warrant and in the event of any such loss, theft or 
destruction upon delivery of an indemnity agreement or, if the Holder so 
elects, a surety bond reasonably satisfactory to the Company or, in the 
case of any such mutilation, upon surrender and cancellation of any such 
certificate, the Company shall forthwith execute and deliver in lieu thereof 
a new Warrant of like tenor.


12.	Negotiability.

	Every Holder of this Warrant, by accepting the same, consents 
and agrees with the Company that (a) this Warrant is transferable, in 
whole or in part, only upon compliance with the conditions set forth herein 
by the registered holder hereof in person or by an attorney duly 
authorized in writing by the Holder at the office of the Company as 
provided herein; (b) this Warrant may be transferred by the Holder only 
with respect to that portion of the Warrant to which the Holder is vested at 
the time of such transfer; and (c) the Company may deem and treat the 
person in whose name this Warrant is registered as the absolute, true 
and lawful owner for all purposes whatsoever, and the Company shall not 
be affected by any notice to the contrary.

13.	Change; Waiver; Applicable Law.

This Warrant and any term hereof may be changed, waived, 
discharged or terminated only by an instrument in writing signed by the 
party against whom enforcement of such change, waiver, discharge or 
termination is sought.  This Warrant shall be construed and enforced in 
accordance with the laws of the Commonwealth of Virginia.

14.	Notices.

	Any notice to be given to the Company under the terms hereof 
shall be addressed to the Company in care of its President at 478 
Wheelers Farms Road, Milford, Connecticut 06820, and any notice to the 
Holder shall be addressed to his address as reflected on the records of 
the Company, or at such other address as the Company, the Holder and 
his successors or assigns may hereafter designate in writing to the other. 
 Any such notice shall have been deemed given upon personal delivery 
or on the third business day after being enclosed in a properly sealed 
envelope or wrapper properly addressed, registered or certified and 
deposited (postage and registry or certification fee prepaid) in post office 
or branch post office regularly maintained by the United States 
Government.

<PAGE>


15.	Forms of Election to Exercise or Transfer Warrant.

	The form to be used in the event the Holder hereof desires to 
exercise or  transfer the Warrant is attached hereto as Exhibit "A".


IN WITNESS WHEREOF, the Company has caused this 
Warrant to be signed in its name by its President or a duly authorized 
Vice President.

DATED this______ day of ___________,  19___

                                      COMPANY:
                                      EXECUTONE INFORMATION SYSTEMS, INC.,
                                         a Virginia corporation

                                                                           
                                       By________________________
                                         	Alan Kessman
                                         	Its President
                                          [CORPORATE SEAL] 

ATTEST:

____________________________________
Barbara C. Anderson
Vice President, General Counsel and Secretary

                                       HOLDER:

                                       By  __________________________
                                            	Jerry M. Seslowe


<PAGE>


EXHIBIT "A"

SUBSCRIPTION NOTICE

The undersigned, the Holder of the foregoing Warrant, hereby elects to 
exercise purchase rights represented by such Warrant for, and to 
purchase thereunder,______________________________________
(_____________________) shares of the Common Stock covered by 
such Warrant and herewith makes payment in full therefor in the amount 
of __________________________ Dollars ($________________) in 
cash or check made payable to the Company, and requests that one or 
more certificates for such shares (and any securities or property 
deliverable upon such exercise) be issued in the name of and delivered 
to _______________________________________________________, 
whose address is ___________________________________________.

The undersigned agrees that, in the absence of an effective registration 
statement with respect to Common Stock issued upon this exercise, the 
undersigned is acquiring such Common Stock for investment and not 
with a view to distribution thereof and that the certificate or certificates 
representing such Common Stock may bear a legend substantially as 
follows: "Neither this Warrant nor the Shares of Common Stock issuable 
upon exercise of this Warrant have been registered under the Securities 
Act of 1933, as amended (the "Act").  Neither this Warrant nor such 
Shares may be sold, transferred, pledged or hypothecated in the absence 
of an effective registration statement for the shares under the Act or 
otherwise in compliance with the Act." The undersigned further agrees 
that the shares represented by this Warrant may not be transferred 
except as provided in Sections 3 and 4 of the Warrant to purchase 
Common Stock of the Company expiring February 1, 2001, a copy of 
which is on file at the principal office of the Company.

DATED:_______________	                      	__________________________
                                                Jerry M. Seslowe

                                   Address:	


<PAGE>


ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and 
transfers unto ___________________________________________, the 
rights represented by the foregoing Warrant of EXECUTONE Information 
Systems, Inc. and appoints ____________________________________, 
attorney to transfer said rights on the books of said corporation, with full 
power of substitution in the premises.

DATED:____________________                ________________________
	                                                       Jerry M. Seslowe

NOTICE:	The signature to this assignment must correspond with 
the name as written upon the face of the within Warrant in every 
particular, without alteration or enlargement or any change whatsoever.


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