TABLE OF CONTENTS




|           |                                                                           |  |  |  |  |  |  | 
|---------- | ------------------------------------------------------------------------- |  |  |  |  |  |  | 
|Part III  
|           | Item 10. Directors and Executive Officers of the Registrant              
|           | Item 11. Executive Compensation                                          
|           | Item 12. Security Ownership of Certain Beneficial Owners and Management  
|           | Item 13. Certain Relationships and Related Transactions                  
|           | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
|SIGNATURES



---



U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A-1

(Mark One)

[X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934

For the fiscal year ended December 31, 1999

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

Commission file number 0-16715

PhoneTel Technologies,
Inc.(Exact Name of Registrant as Specified in Its Charter)

|                                                                    |  |                                     
|------------------------------------------------------------------- |  | ------------------------------------
|Ohio                                                                |  | 34-1462198                          
|(State or Other Jurisdiction of
Incorporation or Organization)      |  | (I.R.S. Employer Identification No.)
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|North Point Tower, 7th Floor, 1001 Lakeside Avenue, Cleveland, Ohio |  | 44114-1195                          
|(Address of Principal Executive Offices)                            |  | (Zip Code)                          

(216) 241-2555
(Registrants Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

|                    |  |                                         
|------------------- |  | ----------------------------------------
|Title of Each Class |  | Name of Each Exchangeon Which Registered
|None                |  | None                                    

Securities registered under Section 12(g) of the Exchange Act:

|                              |  | 
|----------------------------- |  | 
|Title of Each Class           |  | 
|Common Stock, $0.01 par value |  | 

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YesX No __

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No __

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 24, 2000 was $7,155,000.

The number of shares outstanding of the registrants Common Stock, $.01 par
value, as of March 24, 2000 was 10,188,630.



Documents Incorporated by Reference
None



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##### Table of Contents



The undersigned registrant hereby amends the following items and exhibits of
its previously filed Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 as set forth in the pages attached hereto.

|           |  |  |          |  |                                                                  |  |         |  |        | 
|---------- |  |  | -------- |  | ---------------------------------------------------------------- |  | ------- |  | ------ | 
|Cover Page |  |  |          |  |                                                                  |  |         |  | Page 1
|          
|          
|          
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|Part III  
|          
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|          
|          
|           |  |  | Item 10. |  | Directors and
Executive Officers of the Registrant               |  | Page 3 
|          
|          
|          
|          
|           |  |  | Item 11. |  | Executive
Compensation                                           |  | Page 5 
|          
|          
|          
|          
|           |  |  | Item 12. |  | Security Ownership of Certain Beneficial Owners
and Management   |  | Page 8 
|          
|          
|          
|          
|           |  |  | Item 13. |  | Certain
Relationships and Related Transactions                   |  | Page 10
|          
|          
|          
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|Part IV   
|          
|          
|          
|          
|           |  |  | Item 14. |  | Exhibits, Financial Statement Schedules, and
Reports on Form 8-K | 
|          
|          
|          
|          
|           |  |  | (a)      |  | 3. Exhibits                                                      |  | Page 10

2



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##### Table of Contents






Part III




Item 10. Directors and Executive Officers of the Registrant

Directors

The persons serving as Directors as of March 31, 2000 were appointed
Directors pursuant to the terms and conditions of a prepackaged plan of
reorganization (the Prepackaged Plan of Reorganization), which was confirmed
by the United States Bankruptcy Court for the Southern District of New York and
consummated effective November 17, 1999. The table below sets forth the names
and ages of the Directors of the Company as of March 31, 2000 and their
positions, offices and business experience during the past five years.

|                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|----------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and Age                  |  | Tenure as Director and Positions, Offices and Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                              |  | Experience During Last Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                             
|Thomas M. Barnhart II, Age 38 |  | Served as Chairman and a Director of the
Company since November 1999. Since prior to
1995, Mr. Barnhart has been Senior Vice
President of Pacholder Associates, Inc., a
financial advisory and money management
firm. Mr. Barnhart is Chairman and a
Director of Allis Chalmers Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                             
|                             
|                             
|                             
|                             
|John D. Chichester, Age 51    |  | Served as a Director of the Company since
November 1999. Served as President and
Chief Executive Officer since March 1999.
Prior to joining the Company, Mr. Chichester
served as a director and Executive Vice
President of Urban Telecommunications, Inc.
and continues to serve in that capacity.
From 1970 to 1992, Mr. Chichester held
various positions with the Public
Communications Department of NYNEX including
Director of Operations where he directed
that companys payphone operations.                                                                                                                                                                                                                                                                                          
|                             
|                             
|                             
|                             
|                             
|Eugene I. Davis, Age 45       |  | Served as a Director of the Company since
November 1999. Mr. Davis has been Chairman
and Chief Executive Officer of Pirinate
Consulting Group, L.L.C., a consulting firm,
from 1999 to present. From 1998 to 1999, he
was Chief Operating Officer of Totaltel USA
Communications, a company engaged in the
telecommunications business. From 1992
until 1997, Mr. Davis was President and
Vice-Chairman, Emerson Radio Corporation, a
company engaged in the electronics business.
From 1996 to 1997, Mr. Davis was Chief
Executive Officer and Vice-Chairman of Sport
Supply Group, a company engaged in the
sporting goods industry. Mr. Davis is a
director of Murdock Communications
Corporation, Coho Energy, Inc., Tipperary
Corporation, Emerson Radio Corporation and
Sport Supply Group.
|                             
|                             
|                             
|                             
|                             
|Peter G. Graf, Age 62         |  | Served as a Director of the Company since
July 1995. Mr. Graf also served as Chairman
of the Company from July 1995 to November
1999, and served as Chief Executive Officer
from July 1995 to March 1999. Mr. Graf is
licensed as an attorney and certified public
accountant and serves as an officer and/or
director of various privately-held companies
and as the Managing Partner of Graf, Repetti
& Company, an accounting firm.                                                                                                                                                                                                                                                                                                                                                           
|                             
|                             
|                             
|                             
|                             
|Kevin Schottlaender, Age 40   |  | Served as a Director of the Company since
November 1999. Mr. Schottlaender has been
President, Director and Chief Executive
Officer of Global Interactive Communications
Corp., a telecommunications company serving
the multi-family housing industry, from
December 1998 to present. From June 1996 to
December 1998, he was President, Director
and Chief Executive Officer of Interactive
Cable Systems, a telecommunications company
serving the multi-family housing industry.
From June 1994 to June 1996, Mr.
Schottlaender was President-FMS and Senior
Vice President-Technology of Shared
Technologies Fairchild, Inc., a company
serving the shared tenant services industry.                                                                                                        

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##### Table of Contents



Executive Officers

The table below sets forth the names and ages of the executive officers of the
Company as of March 31, 2000 and their positions and business experience during
the past five years.

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name and Age               |  | Positions, Offices and Business Experience                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                           |  | During Last Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                          
|John D. Chichester, Age 51 |  | For a description of the positions, offices and
business experience of Mr. Chichester, see
Directors, above.                                                                                                                                                                                                                                                                                                                                                                                                            
|                          
|                          
|                          
|                          
|Richard P. Kebert, Age 53  |  | Served as Chief Financial Officer and Treasurer
of the Company since September 1996 and
Secretary of the Company since March 2000.
Prior to joining the Company, Mr. Kebert was an
independent consultant. From 1994 to 1996, he
was Vice President-Finance and Administration
of Acordia of Cleveland, Inc. For 12 years
prior thereto, Mr. Kebert held several senior
management positions with Mr. Coffee, inc.,
including Vice President of Administration and
Secretary. Mr. Kebert is a certified public
accountant.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to the rules of the Securities Exchange Act of 1934 (the Act),
the Company is obligated to identify each person who, at any time during the
fiscal year, was a director, officer and/or beneficial owner of more than 10%
of any class of equity securities of the Company registered pursuant to Section
12 of the Act, or any other person subject to Section 16 of the Act with
respect to the Company (a Reporting Person) that failed to file on a timely
basis, as disclosed in the Forms (as defined below), reports required by
Section 16(a) of the Act during the fiscal year ended December 31, 1999, or
prior fiscal years.

The Company has, therefore, reviewed the following reports of Reporting
Persons received on or before March 31, 2000: Form 3Initial Statement of
Beneficial Ownership of Securitiesand Form 4Statement of Changes in
Beneficial Ownership, and amendments thereto, furnished to the Company during
the fiscal year ended December 31, 1999, and Form 5Annual Statement of Changes
in Beneficial Ownership, and amendments thereto, furnished to the Company with
respect to the fiscal year ended December 31, 1999 (collectively, the Forms).
A Form 3 reporting their initial beneficial ownership of the Companys
securities was not timely filed for the following Directors, each of whom
commenced service as a member of the Board of Directors as of November 16,
1999, in accordance with the Companys Prepackaged Plan of Reorganization:
Thomas M. Barnhart II, John D. Chichester, Eugene I. Davis and Kevin
Schottlaender. Mr. Schottlaenders Form 3 was filed in February, 2000. A Form
3 is being prepared for each of the other individuals, which the Company
expects to be filed with the Securities and Exchange Commission (the
Commission) shortly after the filing of this Amendment No. 1 to the Annual
Report on Form 10-K. Peter G. Graf, a Director of the Company, engaged in
sales transactions with respect to the Companys common stock, par value $0.01
per share (Common Stock), in December 1999 pursuant to which 8,561 shares
were sold at an average price of $1.69 per share. A Statement of Changes in
Beneficial Ownership on Form 4 was not timely filed with respect to those
transactions. A Form 4 is being prepared to report such transactions, which the
Company expects to be filed with the Commission shortly after the filing of
this Amendment No. 1 to the Annual Report on Form 10-K. Apart from the
foregoing delinquencies, to the best of the Companys knowledge, no Forms were
received by the Company during the periods enumerated which were not timely
filed.

4



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##### Table of Contents






Item 11. Executive Compensation

The following table sets forth a summary of all compensation for services
rendered during the three-year period ended December 31, 1999 paid to the
Companys Chief Executive Officer and to each of the Companys most highly
compensated executive officers who were serving as executive officers at
December 31, 1999 and each of whose total salary and bonus for fiscal 1999
exceeded $100,000.

|                           |                     |      |        |     |         |        |         |       |  |              |         |          |  |              |   |         |  |                        |   |            |  |            |         |        |  |     |   |  |  |  |       |    
|-------------------------- | ------------------- | ---- | ------ | --- | ------- | ------ | ------- | ----- |  | ------------ | ------- | -------- |  | ------------ | - | ------- |  | ---------------------- | - | ---------- |  | ---------- | ------- | ------ |  | --- | - |  |  |  | ----- | ---
|SUMMARY COMPENSATION TABLE
|                           |                     |      |        |     |         |        |         |       |  |              |         |          |  |              |   |         |  | Long-Term Compensation
|                           |                     |      |        |     |         |        |         |       |  |              |         |          |  |              |   |         |  |                       
|                           | Annual Compensation |      | Awards |     | Payouts
|                           |                     |      |        |     |        
|                           |                     |      |        |     |         |        |         |       |  |              |         |          |  |              |   |         |  |                        |   |            |  | Securities |         | Long-  |  | All
|                           |                     |      |        |     |         |        |         |       |  |              |         |          |  |              |   |         |  | Restricted             |   | Underlying |  | Term       |         | Other 
|NAME AND                   |                     |      |        |     |         |        |         |       |  |              |         |          |  | Other Annual |   | Stock   |  | Options/               |   | Incentive  |  | Compen-   
|PRINCIPAL                  |                     |      |        |     |         | Salary |         | Bonus |  | Compensation |         | Award(s) |  | SARs         |   | Payouts |  | sation                
|POSITION                   |                     | Year |        | ($) |         | ($)    |         | ($)   |  | ($)          |         | (#)      |  | ($)          |   | ($)    
|                           |                     |      |        |     |         |        |         |       |  |              |         |          |  |              |   |        
|John D.                    |                     |      | 1999   |     |         |        | 231,250 | (a)   |  |              |        |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  |      |    
|Chichester,                |                     |      | 1998   |     |         |        |        |       |  |              |        |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  |      |    
|Director,                  |                     |      | 1997   |     |         |        |        |       |  |              |        |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  |      |    
|President and             
|Chief                     
|Executive                 
|Officer                   
|                          
|Peter G. Graf,             |                     |      | 1999   |     |         |        |        |       |  |              |        |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  | 5,000 | (e)
|Director                   |                     |      | 1998   |     |         |        |        |       |  |              |        |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  |      |    
|Former                     |                     |      | 1997   |     |         |        |        |       |  |              |        |          |  |              |  |         |  |                        |  |            |  |            | 450,000 | (c)(d) |  |     |  |  |  |  |      |    
|Chairman and              
|Chief                     
|Executive                 
|Officer(b)                
|                          
|Tammy L.                   |                     |      | 1999   |     |         |        | 132,000 |       |  |              | 109,936 |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  | 3,172 | (g)
|Martin,                    |                     |      | 1998   |     |         |        | 137,076 |       |  |              | 104,939 |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  | 3,463 | (g)
|Former                     |                     |      | 1997   |     |         |        | 132,000 |       |  |              | 48,061  |          |  |              |  |         |  |                        |  |            |  |            | 200,000 | (d)(f) |  |     |  |  |  |  | 3,160 | (g)
|Executive                 
|Vice                      
|President,                
|Chief                     
|Administrative            
|Officer,                  
|General                   
|Counsel and               
|Secretary                 
|                          
|Richard P.                 |                     |      | 1999   |     |         |        | 120,000 |       |  |              | 15,000  |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  | 4,000 | (i)
|Kebert,                    |                     |      | 1998   |     |         |        | 124,615 |       |  |              | 57,500  |          |  |              |  |         |  |                        |  |            |  |            |        |        |  |     |  |  |  |  | 4,800 | (i)
|Chief                      |                     |      | 1997   |     |         |        | 120,000 |       |  |              | 14,922  |          |  |              |  |         |  |                        |  |            |  |            | 30,000  | (d)(h) |  |     |  |  |  |  | 4,700 | (i)
|Financial                 
|Officer,                  
|Treasurer and             
|Secretary                 

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##### Table of Contents





---

|(a) |  | Represents salary received by Mr. Chichester from March 30, 1999, the
date of his employment, to December 31, 1999.                                                                                                  
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(b) |  | Mr. Graf has received no cash compensation for his service as Chief
Executive Officer.                                                                                                                               
|   
|   
|   
|   
|(c) |  | On February 4, 1997, Mr. Graf received a grant of 450,000 stock options
pursuant to the Companys 1997 Stock Incentive Plan, at an exercise price
of $4.00 per share, which were to vest over a three-year period.   
|   
|   
|   
|   
|(d) |  | The stock options indicated were terminated upon consummation of the
Companys Prepackaged Plan of Reorganization as of November 17, 1999.                                                                           
|   
|   
|   
|   
|(e) |  | Mr. Graf received $5,000 for director fees in 1999.                                                                                                                                                                  
|   
|   
|   
|   
|(f) |  | On May 7, 1997, Ms. Martin received a grant of 200,000 stock options
pursuant to the Companys 1997 Stock Incentive Plan, at an exercise price
of $2.69 per share, which were to vest over a three-year period.      
|   
|   
|   
|   
|(g) |  | Represents value of personal usage of Company provided vehicle.                                                                                                                                                      
|   
|   
|   
|   
|(h) |  | On September 17, 1997, Mr. Kebert received a grant of 30,000 stock
options pursuant to the Companys 1997 Stock Incentive Plan, at an
exercise price of $2.50 per share, which were to vest over a three-year
period.
|   
|   
|   
|   
|(i) |  | Represents automobile allowance.                                                                                                                                                                                     

There were no stock options or stock appreciation rights granted as
compensation to named executive officers during 1999. As of December 31, 1999,
there were no unexercised stock options held by the named executive officers
and no stock options were exercised by such persons during 1999.

Employment Contracts and Termination of
Employment, and Change-In-Control Arrangements

On March 30, 1999, the Company entered into an employment agreement with
John D. Chichester to serve as the Companys President and Chief Executive
Officer for a one year term. The agreement entitled Mr. Chichester to an
annual salary of $325,000, as well as the right to earn a cash bonus.
Additionally, the one-year agreement granted Mr. Chichester the right to earn
options to acquire up to 200,000 shares of the Companys Common Stock at an
exercise price of $.01 per share based upon the Companys achievement of
certain financial criteria. In March, 2000, the Board of Directors determined
to award Mr. Chichester a bonus of $75,000 pursuant to the agreement.

Effective April 1, 2000, the Company entered into an Employment Agreement
(the Agreement) with Mr. Chichester. The Agreement provides that he will be
President and Chief Executive Officer of the Company and has a term of two
years from April 1, 2000 (Initial Term) that may be extended for an
additional one-year period (collectively, the Extended Term). Under the
Agreement, Mr. Chichester is to receive an annual base salary of not less than
$350,000, subject to an increase of 4% per annum, health and welfare benefits
and the opportunity to earn an annual cash incentive bonus based upon the
annual financial performance of the Company (the Annual Bonus). In addition,
Mr. Chichester was granted under the Agreement stock options to purchase 50,000
shares of Common Stock under the PhoneTel Technologies, Inc. 1999 Management
Incentive Plan. The stock options vest 16,667 on March 31, 2001; 16,667 on
March 31, 2002 and the remaining balance on March 31, 2003.

The target Annual Bonus for the first year of the Initial Term of the
Agreement shall be $90,000, and the percentage earned shall depend upon the
achievement percentage represented as the actual annual EBITDA performance
of the Company divided by the Companys projected EBITDA performance for the
subject year as defined in the Agreement. Under the formula, Mr. Chichester
can earn the following bonus opportunity percentage of his target Annual
Bonus amount with respect to a fiscal year during which the Annual Bonus is in
effect.

Annual Bonus Calculation Schedule

|                       |                              |  |     |  
|---------------------- | ---------------------------- |  | --- | -
|Achievement Percentage | Bonus Opportunity Percentage
|Less than 80%          |                              |  | 0   | %
|                      
|                      
|                      
|                      
|80.1% to 90%           |                              |  | 90  | %
|                      
|                      
|                      
|                      
|90.1% to 100%          |                              |  | 100 | %
|                      
|                      
|                      
|                      
|100.1% to 110%         |                              |  | 110 | %
|                      
|                      
|                      
|                      
|Greater than 110%      |                              |  | 120 | %

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##### Table of Contents



The target Annual Bonus
amount for the second year of the Initial Term of the contract would be
$100,000, and during any Extended Term the target Annual Bonus amount would be
$110,000.

The Agreement may be terminated by the Company in the event of Mr.
Chichesters death, disability, for cause or without cause. In the event the
Agreement is terminated by the Company without cause during the Initial Term,
Mr. Chichester shall be entitled to the following: (i) immediate vesting in all
unvested stock incentive options previously granted, (ii) a severance payment
(Severance Payment) equal to the sum of (A) salary for remaining months in
the Initial Term and (B) $7,500 for each calendar month then remaining in the
Initial Term for which Mr. Chichester has not yet qualified or been paid the
Annual Bonus. The amount of the Severance Payment shall additionally be
increased by a factor of 25% to account for loss of benefits. A Severance
Payment calculated on a similar basis would be in effect with respect to
termination without cause during the Extended Term.

In addition, Mr. Chichester may elect to terminate the Agreement at any
time upon 60 days written notice or upon 30 days written notice upon the
occurrence of a Trigger Event, as defined in the Agreement. A Trigger Event
shall be deemed to occur if (i) the Company is merged or consolidated into
another entity not affiliated with the Company, (ii) all or substantially all
the assets of the Company are sold to another entity that is not affiliated
with the Company, or (iii) any person, with the exception of an affiliate
existing as of the date of the Agreement, becomes a beneficial owner of
securities of the Company representing 50% or more of the combined voting power
of the Companys then outstanding securities entitled to vote generally in the
election of directors, other than by means of a public offering. In the event
a Trigger Event occurs, Mr. Chichester would be entitled to the Severance
Payment calculated in the manner required by a termination of his employment by
the Company without cause. Mr. Chichester would not be entitled to such
payment if he has been advised by the Company, or its successor, that
subsequent to the Trigger Event he is to be retained for the remainder of the
Initial Term or Extended Term of the Agreement, subject to the terms and
conditions thereof, and that he will perform substantially the same functions
as those that he performed prior to the Trigger Event; provided, however, that
Mr. Chichester shall not be required to relocate his primary residence to
another location.

In addition, the Company is obligated to reimburse to Mr. Chichester the
actual reasonable and customary expenses incurred as a result of the relocation
of his primary residence from New York to Ohio, up to a maximum amount of
$70,000. The Company is also obligated to provide him with a vehicle for
business and personal use and to pay for all expenses incident to the operation
of said vehicle.

Under the Agreement, Mr. Chichester is permitted to continue as an officer
and director of Urban Telecommunications, Inc. provided such involvement does
not interfere in any material respect with his services to the Corporation. In
addition, the Agreement contains certain non-solicitation and non-competition
provisions to which Mr. Chichester has agreed to be subject.

Meetings and Committees of the Board of Directors

During 1999, the Board of Directors held four meetings and took action by
unanimous written consent on two other occasions. Effective November 16, 1999,
pursuant to the Companys Prepackaged Plan of Reorganization, the Board of the
Company was reorganized such that four new directors and Mr. Graf were
appointed to serve as the members of the Board of Directors. The reorganized
Board of Directors conducted its first meeting on November 16, 1999.

From January 1, 1999 through November 15, 1999, the Board of Directors of
the Company had a Compensation Committee, a Nominating Committee and an Audit
Committee, none of which held any meetings during that time period. Effective
November 16, 1999, the Board of Directors appointed new members to the
Compensation Committee and Audit Committee, neither of which held any meetings
during the remainder of 1999.

The Compensation Committee has the authority to decide upon and make
recommendations with respect to executive compensation matters. Thomas M.
Barnhart II, Peter G. Graf and Kevin Schottlaender are members of the
Compensation Committee. Kevin Schottlaender was elected as Chairman of the
Compensation Committee.

The Audit Committee has the authority to recommend to the Board of
Directors the independent accountants to audit the Companys financial
statements, to meet with the independent accountants and to review the
Companys financial statements, results of audits and fees charged. Thomas M.
Barnhart II, Eugene I. Davis and Peter G. Graf are members of the Audit
Committee. Thomas M. Barnhart II was elected as Chairman of the Audit
Committee.

The Company does not have a standing Nominating Committee.

During the period in 1999 in which they served, all Directors attended at
least 75% of the aggregate total number of the meetings of the Board and
Committees on which they served.

7



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##### Table of Contents



Compensation of Directors

The Companys Amended and Restated Code of Regulations provides that the
Board of Directors may compensate Directors for serving on the Board and
reimburse them for any expenses incurred as a result of Board meetings. From
January 1, 1999 to November 15, 1999 the members of the Board of Directors
received no compensation for their service as Directors. On November 16, 1999
the Board authorized quarterly cash compensation payments to each non-employee
director of $5,000, with an additional quarterly cash payment of $1,000 to the
Chairman of the Board, to take effect for the quarter ended December 31, 1999.
The Board also authorized the issuance of 20,000 options to purchase Common
Stock of the Company to each non-employee Director, with an additional
issuance of 5,000 options to the Chairman of the Board. On January 6, 2000,
the Company granted such options to the non-employee Directors as additional
compensation for services to be rendered during the 1999-2000 service year.
Such options vested on the date of grant, were exercisable immediately at an
exercise price of $1.14 per share and have a term of three (3) years.

Compensation Committee Interlocks and Insider Participation

Peter G. Graf served as a member of the Compensation Committee of the
Board of Directors during 1999 and also served as Chief Executive Officer of
the Company until March 31, 1999. Mr. Graf, the Companys former Chairman and
former Chief Executive Officer, received no separate monetary compensation for
his services during 1999 in such capacities.




Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the
beneficial ownership of the Common Stock owned by each Director of the Company,
each person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, the named executive officers and all Directors and
officers as a group as of April 1, 2000. Unless otherwise indicated, the
number of shares of Common Stock owned by the named shareholders assumes the
exercise of the warrants or options that are exercisable within 60 days, the
number of which is separately referred to in a footnote, and the percentage
shown assumes the exercise of such warrants or options and assumes that no
warrants or options held by others are exercised. This information is based
upon information furnished by such persons, statements filed with the
Commission or other information known to the Company.

|                                                                                                             |  |                    |         |            |  |     
|------------------------------------------------------------------------------------------------------------ |  | ------------------ | ------- | ---------- |  | ----
|Name of Beneficial Owner                                                                                     |  | Number of Shares   |         | Percentage
|(and Address of Five Percent                                                                                 |  | of Common Stock    |         | Of        
|Beneficial Owner)                                                                                            |  | Beneficially Owned |         | Class     
|                                                                                                             |  |                    |         |           
|Directors                                                                                                   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Thomas M.
Barnhart II(a)
Chairman of the Board of Directors                                                  |  |                    | 25,000  |            |  | *   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|John D.
Chichester
Director, President and
Chief Executive Officer                                           |  |                    | ___     |            |  | ___ 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Peter G. Graf
(b)
Director, Former Chairman
and Chief Executive Officer                                      |  |                    | 282,943 |            |  | 2.7%
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Eugene I.
Davis(c)
Director                                                                                  |  |                    | 20,000  |            |  | *   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Kevin Schottlaender(c)
Director                                                                              |  |                    | 20,000  |            |  | *   
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Named Executive
Officers                                                                                    
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Tammy L.
Martin
Former Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary |  |                    | ___     |            |  | ___ 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Richard P.
Kebert
Chief Financial Officer, Treasurer,
and Secretary                                          |  |                    | ___     |            |  | ___ 
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            
|Executive
Officers and Directors (d)
As a group (7 persons)                                                  |  |                    | 347,943 |            |  | 3.3%
|                                                                                                            
|                                                                                                            
|                                                                                                            
|                                                                                                            

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##### Table of Contents



|                                                                                           |  |                    |           |            |  |      
|------------------------------------------------------------------------------------------ |  | ------------------ | --------- | ---------- |  | -----
|Name of Beneficial Owner                                                                   |  | Number of Shares   |           | Percentage
|(and Address of Five Percent                                                               |  | of Common Stock    |           | Of        
|Beneficial Owner)                                                                          |  | Beneficially Owned |           | Class     
|                                                                                           |  |                    |           |           
|Five Percent Beneficial
Owners                                                            
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|IDS Financial
Services, Inc.(e)(f)
IDS Tower 10
30th Floor, Unit 273
Minneapolis, MN 55402 |  |                    | 3,325,380 |            |  | 32.6%
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|Bankers Trust (e)
One Bankers Trust Plaza
130 Liberty Street
New York, NY 10006            |  |                    | 732,000   |            |  | 7.2% 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|Leucadia
National Corp.(g)
315 Park Avenue South
New York, NY 10010                        |  |                    | 722,000   |            |  | 7.1 %
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|CIBC World
Markets Corp.(e)(h)
425 Lexington Avenue
New York, NY 10017                     |  |                    | 608,000   |            |  | 6.0% 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|Lutheran Brotherhood(i)
625 Fourth Avenue South
Minneappolis, MN 55415                     |  |                    | 532,000   |            |  | 5.2% 
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|                                                                                          
|Pacholder
Associates, Inc.(j)
8044 Montgomery Road
Suite 382
Cincinnati, OH 45236          |  |                    | 524,400   |            |  | 5.1% 



---

|*   |  | Less than 1.0%                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(a) |  | Includes options to purchase 25,000 shares of Common Stock through
January 5, 2003. Mr. Barnhart is Senior Vice President of Pacholder
Associates, Inc. In such capacity, he has no right to vote or dispose of
shares of Common Stock held by such holder and disclaims beneficial
ownership of all shares of Common Stock held by such holder.                                                                                                   
|   
|   
|   
|   
|(b) |  | Includes warrants to purchase 187,242 shares of Common Stock through
November 17, 2002 and options to purchase 20,000 shares of Common Stock
through January 5, 2003.                                                                                                                                                                                                                                                                              
|   
|   
|   
|   
|(c) |  | Includes options to purchase 20,000 shares of Common Stock through
January 5, 2003.                                                                                                                                                                                                                                                                                                                                                                
|   
|   
|   
|   
|(d) |  | Includes beneficial ownership of Common Stock described above with
respect to Messrs. Barnhart, Chichester, Graf, Davis, Schottlaender,
Kebert and Ms. Martin.                                                                                                                                                                                                                                                                                     
|   
|   
|   
|   
|(e) |  | Based on the records of the Company regarding entitlement of holder to
issuance of shares of Common Stock effective November 17, 1999, in
connection with the Prepackaged Plan of Reorganization.                                                                                                                                                                                                                                                  
|   
|   
|   
|   
|(f) |  | Reflects beneficial ownership of IDS Financial Services, Inc. and
affiliated entities, a subsidiary of American Express.                                                                                                                                                                                                                                                                                                                           
|   
|   
|   
|   
|(g) |  | The information regarding this holder was obtained from a Schedule 13D
filed with the Commission on November 29, 1999 and reflects beneficial
ownership of Leucadia National Corp. (Leucadia). Approximately 33.4% of
the common shares of Leucadia are beneficially owned (directly and through
family members) by Ian M. Cummings, Chairman of the Board of Directors of
Leucadia, and Joseph S. Steinberg, Director and President of Leucadia.
|   
|   
|   
|   
|(h) |  | The information regarding this holder is as of December 31, 1999 and was
obtained from a Schedule 13G filed with the Commission on February 15,
2000 and reflects beneficial ownership of CIBC World Markets Corp., a
subsidiary of Canadian Imperial Bank of Commerce.                                                                                                                                                                            

9



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##### Table of Contents



|   
|---
|   
|   
|   
|(i)
|   
|   
|   
|   
|(j)




Item 13. Certain Relationships and Related Transactions

Not applicable.




Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

3. Exhibits

|            |  |                                                                                                                  
|----------- |  | -----------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                      
|            |  |                                                                                                                  
|10.32       |  | Employment Agreement dated as of April 1, 2000 by and
between PhoneTel Technologies, Inc. and John D. Chichester.

10



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment Number 1 to its previously filed
Annual Report on Form 10-K for the fiscal year ended December 31, 1999 to be
signed on its behalf by the undersigned thereunto duly authorized.

|            |  |                                                          
|----------- |  | ---------------------------------------------------------
|            |  | PHONETEL TECHNOLOGIES, INC.                              
|           
|May 1, 2000 |  | By:/s/ John D. Chichester,                               
|            |  |                                                          
|            |  | John D. Chichester,
President and Chief Executive Officer

11