<PAGE>   1
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                 FORM 10-KSB/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, 1996
                                             -----------------

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

                         COMMISSION FILE NUMBER 0-16715

                           PHONETEL TECHNOLOGIES, INC.
                           ---------------------------

                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

            OHIO                                      34-1462198
            ----                                      ----------
   (STATE OR OTHER JURISDICTION OF        (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)

1127 EUCLID AVENUE, SUITE 650, STATLER OFFICE TOWER         44115-1601
---------------------------------------------------         ----------
      (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                                 (216) 241-2555
                                 --------------
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                                                   NAME OF EACH EXCHANGE
               TITLE OF EACH CLASS                  ON WHICH REGISTERED
               -------------------                  -------------------
         COMMON STOCK, PAR VALUE $0.01            AMERICAN STOCK EXCHANGE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
           COMMON STOCK, $0.01 PAR VALUE
           -----------------------------
                  (TITLE OF CLASS)

CHECK WHETHER THE ISSUER: (1) FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION
13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 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 PAST 90 DAYS. YES  X  NO 
                                                          ---    ---

CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM 405 OF
REGULATION S-B CONTAINED IN THIS FORM, AND NO DISCLOSURE WILL 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-KSB OR ANY 
AMENDMENT TO THIS FORM 10-KSB. [ X ]

Revenues for the year ended December 31, 1996 were $44,804,000.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of April 28, 1997 was $32,415,000.

The number of shares outstanding of the registrant's Common Stock, $0.01 par
value, as of April 28, 1997 was 16,097,200.

Transitional Small Business Disclosure Format (check one): Yes     No  X
                                                               ---    --- 

                                        1


<PAGE>   2



The undersigned registrant hereby amends the following items and exhibits of its
Annual Report for the fiscal year ended December 31, 1996 previously filed on
Form 10-KSB as set forth in the pages attached hereto.

         COVER PAGE

         PART III

                  ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                  ITEM 10.  EXECUTIVE COMPENSATION

                  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
                            MANAGEMENT

                  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         PART IV

                  ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K


                                        2


<PAGE>   3



PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth the names and ages of the members of the
Company's Board of Directors and its executive officers, and the positions with
the Company held by each.

<TABLE>
<CAPTION>
NAME, AGE AND
TENURE AS DIRECTOR                            PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
------------------                            -------------------------------------------

<S>                                           <C>
Joseph Abrams, Age 60                         Served as a Director of the Company since September 1995.  Mr. Abrams       
Director since September 1995                 is also a director of Merisel, Inc., a public company that distributes micro
                                              computer hardware and software, and Spectrum Signal Processing, Inc., a     
                                              public company that specializes in digital signal solutions.  Mr. Abrams was
                                              a co-founder of and served as the President of AGS Computers from 1967      
                                              to 1991.  Since 1991, Mr. Abrams has been a private investor.               
                                              

Peter G. Graf, Age 59                         Served as a Director, Chairman and Chief Executive Officer of the Company since 
Director since July 1995                      July 1, 1995.  Mr. Graf is licensed as an attorney and as a certified public
                                              accountant  and serves as an officer and/or director of various privately-held
                                              companies and is the Managing Partner of an accounting firm. From 1991 to 
                                              September 1995, Mr. Graf served as Vice Chairman of USA Mobile Communications   
                                              Holdings, Inc.                                                              
                                              

George H. Henry, Age 43                       Served as a Director of the Company since April 1990. Mr. Henry has been the 
Director since April 1990                     President of   G. Howard Associates, Inc., a private investment firm, since 1986.  
                                              Mr. Henry is also on the Board of Directors of Biovail International Corporation  and
                                              is a trustee of Mitchell College.                                       
                                              

Aron Katzman, Age 58                          Served as a Director of the Company since September 1995.  Mr. Katzman    
Director since September 1995                 is President of New Legends, Inc., a country club/residential community in
                                              the St. Louis, Missouri area, and Chairman and Chief Executive Officer of 
                                              Decorating Den of Missouri, a company engaged in the selling of decorating
                                              franchises in Missouri.  Previously, Mr. Katzman was founder and former   
                                              director of Medicine Shoppe, Inc., a franchisor of pharmacies, and        
                                              Chairman and Chief Executive Officer of Roman Company, a manufacturer     
                                              and distributor of fashion costume jewelry, from 1984 until it was sold in
                                              1994.  Mr. Katzman was formerly a director and officer of World           
                                              Communications, Inc., which was merged into the Company in September      
                                              1995.                                                                     
                                              

Nickey B. Maxey, Age 40                       Served as a Director of the Company since April 1996 and as Vice              
Director since April 1996                     Chairman of the Company since February 1997. Mr. Maxey was founder and        
                                              President of International Pay Phones, Inc., a Tennessee company, and         
                                              International Pay Phones, Inc., a South Carolina company, for more than       
                                              five years prior to the acquisition of said companies by the Company in       
                                              March 1996.  Since 1990, Mr. Maxey has owned and operated Resort              
                                              Hospitality Services of South Carolina, Resort Hospitality Services of        
                                              Tennessee and Resort Hospitality Services International, a group of affiliated
                                              companies which are resellers of long distance services.                      
</TABLE>



                                        3


<PAGE>   4



<TABLE>
<CAPTION>
NAME, AGE AND
TENURE AS DIRECTOR                            PRINCIPAL OCCUPATION DURING LAST FIVE YEARS
------------------                            -------------------------------------------

<S>                                           <C>
Steven Richman, Age 53                        Served as a Director of the Company since September 1995.  Mr. Richman  
Director since September 1995                 is principal owner of, and has served as the Chief Executive Officer of,
                                              Fabric Resources International for more than the past five years.  Mr.  
                                              Richman was the co-founder and an officer of Cable Systems USA, an      
                                              officer at Cellular Systems USA, and a director of USA Mobile           
                                              Communications Holdings, Inc.  Mr. Richman has been a director of Cable 
                                              Systems USA II since 1989.                                              
</TABLE>



EXECUTIVE OFFICERS OF THE REGISTRANT

     The Company has two executive officers other than Messrs. Graf and Maxey.


<TABLE>
<CAPTION>
EXECUTIVE OFFICERS                            BUSINESS EXPERIENCE DURING THE LAST FIVE YEARS
------------------                            ----------------------------------------------

<S>                                           <C>
Tammy L. Martin                               Served as Executive Vice President and Chief Administrative Officer of the     
Age 32                                        Company since April 1996 and has been General Counsel and Secretary of the     
                                              Company since September 1995. Previously, Ms. Martin served as Associate Legal 
                                              Counsel for the Company during 1993 and 1994. Prior to joining the Company, Ms.
                                              Martin was in private legal practice from 1992 to 1993 and was self-employed as
                                              an accountant from 1990 to 1992.                                               
                                              



Richard P. Kebert                             Served as Chief Financial Officer and Treasurer of the Company since September 
Age 50                                        1996. 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-         
                                              Administration and Secretary. Mr. Kebert is a certified public accountant.     
</TABLE>


ITEM 10. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

     On September 22, 1995, the Company entered into an employment agreement
with the Company's former Senior Vice President, Gary Pace, pursuant to the 
terms of the acquisition of World Communications, Inc. ("World"). The agreement
with Mr. Pace entitles him to annual salaries of $110,000 and $120,000, as well
as certain bonuses, during the two year term of the agreement.

     On September 1, 1996, the Company also entered into an employment agreement
with the Company's Chief Financial Officer and Treasurer, Richard P. Kebert. The
agreement with Mr. Kebert entitles him to an annual salary of $120,000, as well
as a guaranteed minimum bonus of $15,000, during the eighteen-month term of the
agreement.

     The following table sets forth a summary of all compensation of the
Company's Chief Executive Officer and all other executive officers whose total
compensation exceeded $100,000 per year for any year in the three year period
ended December 31, 1996.


                                       4
<PAGE>   5



================================================================================
                           SUMMARY COMPENSATION TABLE
================================================================================
<TABLE>
<CAPTION>
                                                                                             Long-Term Compensation

                           Annual Compensation                                        Awards                       Payouts
                                                                            -----------------------      -------------------------
                                                                Other                                      Long-         All Other
        Name                                                   Annual       Restricted                      Term            Com-
        and                                                    Compen-         Stock       Options/      Incentive          pen-
     Principal                      Salary        Bonus        sation        Award(s)        SARs         Payouts          sation
      Position          Year         ($)          ($)           ($)            ($)           (#)           ($)             ($)
     ---------          ----        ------       ------        ------         -------       -------       -------          -----
<S>                     <C>         <C>           <C>         <C>               <C>         <C>             <C>          <C>  
   Peter G. Graf        1996         --            --            --             --            --            --              --
  Chairman, Chief       1995         --            --            --             --            --            --              --
     Executive          1994         --            --            --             --            --            --              --
    Officer and
      Director

  Jerry H. Burger       1996         --            --            --             --        208,252(a)        --           468,527(b)
    Former Chief        1995        74,293       13,600      13,600(c)          --         62,500           --           212,000(d)
     Executive          1994        40,000         --            --             --            --            --              --
      Officer

   Bernard Mandel       1996         --            --            --             --        106,524(e)        --           325,731(f)
 Former President,      1995       147,544        9,760       9,760(g)          --         41,666           --           146,500(h)
  Chief Operating       1994        88,894         --         4,154(i)          --            --            --              --
 Officer, and Secretary

   Daniel J. Moos       1996        61,154         --         5,771(j)          --         67,826(k)        --            25,000(l)
  Former Executive      1995        95,000        1,442      12,800(m)          --         54,999           --              --
  Vice President,
  Chief Financial
     Officer and
     Treasurer

    Tammy L. Martin     1996        98,123      106,892          --             --            --            --              --
   Executive Vice
  President, Chief
   Administrative
  Officer, General
    Counsel and
     Secretary

     Gary Pace          1996       112,307       20,000          --             --            --            --              --
   Former Senior
   Vice President


<FN>
(a)  Represents additional shares issuable pursuant to anti-dilution rights. Mr.
     Burger's outstanding options and the adjusted per share option price
     (adjusted pursuant to anti-dilution rights) are as follows: 131,414 options
     exercisable at $2.17 per share, 157,563 options exercisable at $2.38 per
     share and 46,636 options exercisable at $2.23 per share through August 31,
     1997.

(b)  In addition to certain cash payments made under the Burger Separation
     Agreement (as defined herein), also represents the value of non-business
     use of a Company automobile and medical insurance premiums of $19,236 and
     accrued interest of $4,291 paid pursuant to the Burger Separation
     Agreement.

</TABLE>

                                       5
<PAGE>   6



(c)  Represents the value of 2,833 shares paid to Mr. Burger for services
     provided.

(d)  On September 15, 1995, the Company and Mr. Burger entered into a separation
     agreement (the "Burger Separation Agreement") which provided for the
     termination of his employment agreement and the resignation of Mr. Burger
     as a Director, Officer and employee of the Company. Pursuant to the Burger
     Separation Agreement, the Company agreed to pay Mr. Burger the amount of
     $650,000 in installments, with an initial payment of $205,000 made in
     September 1995 and the final payment of $445,000 made on March 15, 1996
     and $7,000 for miscellanous expenses.

(e)  Represents additional shares issuable pursuant to anti-dilution rights. Mr.
     Mandel's outstanding options and the adjusted per share option price
     (adjusted pursuant to anti-dilution rights) are as follows: 5,650 options
     exercisable at $5.31 per share, 105,040 options exercisable at $2.38 per
     share and 62,500 options exercisable at $1.20 per share through August 1,
     2000.

(f)  In addition to certain cash payment made under the Mandel Separation
     Agreement (as defined herein), also represents the value of non-business
     use of a Company automobile and medical insurance premiums of $14,255 and
     accured interest of $2,976 paid pursuant to the Mandel Separation 
     Agreement.

(g)  Represents the value of 2,033 shares paid to Mr. Mandel for services
     provided.

(h)  On September 15, 1995, the Company and Mr. Mandel entered into a separation
     agreement (the "Mandel Separation Agreement") which provided for the
     terminantion of his employment agreement and the resignation of Mr.
     Mandel as a Director, Officer and employee of the Company. Pursuant to the
     Mandel Separation Agreement, the Company agreed to pay Mr. Mandel the
     amount of $455,000 in installments, with an initial payment of $146,500
     made in September 1995 and the final payment of $308,500 made on March
     15, 1996.

(i)  Represents the value of non-business use of Company automobile.

(j)  Represents the value of non-business use of Company automobile paid
     pursuant to the Moos Separation Agreement (as defined herein).

(k)  Represents additional shares issuable pursuant to anti-dilution rights. Mr.
     Moos's outstanding options and the adjusted per share option price
     (adjusted pursuant to anti-dilution rights) are as follows: 21,008 options
     exercisable at $2.38 per share and 101,817 options exercisable at $2.75
     per share through August 2, 2000.

(l)  On July 29, 1996, the Company and Mr. Moos entered into a separation
     agreement (the "Moos Separation Agreement") which provided for the
     termination of his employment agreement and the resignation of Mr. Moos as
     an Executive Vice President, Chief Financial Officer and Treasurer of the
     Company, effective August 2, 1996. Pursuant to the Moos Separation
     Agreement, the Company agreed to pay Mr. Moos the amount of $325,000, of
     which $25,000 was paid in 1996 and $250,000 was paid in 1997.

(m)  Represents the value of 2,666 shares paid to Mr. Moos for services
     provided.

GRANTS IN FISCAL 1996

     Other than options issued pursuant to certain anti-dilution rights, there
were no individual grants of stock options made during the year ended December
31, 1996 to any of the named executive officers. The following table sets forth
certain information about unexercised stock options held by the named
executive officers at December 31, 1996. No stock options were exercised by such
persons during 1996.




                                       6
<PAGE>   7



================================================================================
               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       AND
                            FY-END OPTION/SAR VALUES
================================================================================

<TABLE>
<CAPTION>
                                                                              NUMBER OF
                                                                             SECURITIES               VALUE OF
                                                                             UNDERLYING              UNEXERCISED
                                           SHARES                            UNEXERCISED            IN-THE-MONEY
                                          ACQUIRED                          OPTIONS/SARS            OPTIONS/SARS
                NAME                         ON             VALUE             AT FY-END               AT FY-END
                 AND                      EXERCISE        REALIZED               (#)                     ($)
         PRINCIPAL POSITION                 (#)              ($)             EXERCISABLE             EXERCISABLE
          ----------------                -------          -------          ------------            -------------
<S>                                         <C>              <C>               <C>                     <C>
            Peter G. Graf                   --               --                   --                      --
              Chairman,
       Chief Executive Officer
            and Director

           Jerry H. Burger                  --               --                335,613                 274,137
            Former Chief
          Executive Officer

           Bernard Mandel                   --               --                173,190                 193,331
          Former President,
       Chief Operating Officer
            and Secretary

           Daniel J. Moos                   --               --                122,825                  49,994
          Former Executive
           Vice President,
       Chief Financial Officer
           and Treasurer

           Tammy L. Martin                  --               --                    333                    --
      Executive Vice President,
    Chief Administrative Officer,
          General Counsel and
              Secretary
</TABLE>

ITEM 11. 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 March 31, 1997 (after giving effect to the sale of shares pursuant to the
Over-Allotment Option). 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 and statements filed with the Commission and other
information known by the Company.


                                       7
<PAGE>   8



<TABLE>
<CAPTION>
===================================================================================================================

                                                                NUMBER OF SHARES                  PERCENTAGE
                    NAME AND ADDRESS                             OF COMMON STOCK                      OF
                   OF BENEFICIAL OWNER                          BENEFICIALLY OWNED                   CLASS

===================================================================================================================

                       DIRECTORS
                       =========
<S>                                                                 <C>                              <C>
                  Peter G. Graf (a)(o)                             1,272,434                         7.7%
           Chairman, Chief Executive Officer
                      and Director
             1127 Euclid Avenue, Suite 650
                Cleveland, OH 44115-1601

                 Nickey B. Maxey (b)(o)                              408,411                         2.5%
              Vice Chairman and Director
             1127 Euclid Avenue, Suite 650
                Cleveland, OH 44115-1601

                  George H. Henry (c)                                350,376                         2.2%
                        Director
                   6860 Sunrise Court
                 Coral Gables, FL 33133

                  Stuart Hollander (d)                               323,559                         2.0%
                        Director
                     32 Lake Forest
                  St. Louis, MO 63117

                 Steven Richman (e)(o)                               261,734                         1.6%
                        Director
                      9 Beech Lane
                 Kings Point, NY 11024

                  Aron Katzman (f)(o)                                248,045                         1.5%
                        Director
                     10 Layton Lane
                  St. Louis, MO 63124

                  Joseph Abrams (g)(o)                               200,014                         1.2%
                        Director
                    85 Old Farm Road
                  Bedminster, NJ 07921

                NAMED EXECUTIVE OFFICERS

                =======================

                  Jerry H. Burger (h)                                365,113                         2.2%
             Former Chief Executive Officer
                    27040 Cedar Road
                  Beachwood, OH 44122
</TABLE>


                                       8
<PAGE>   9



<TABLE>
<CAPTION>
===================================================================================================================

                                                                NUMBER OF SHARES                  PERCENTAGE
                    NAME AND ADDRESS                             OF COMMON STOCK                      OF
                 OF BENEFICIAL OWNER                            BENEFICIALLY OWNED                   CLASS

===================================================================================================================
<S>                                                                 <C>                             <C> 
                   Bernard Mandel (i)                                 176,473                        1.1%
     Former President, Chief Operating Officer and
                       Secretary
              8233 Whispering Pines Drive
                   Russell, OH 44072

                   Daniel J. Moos (j)                                 134,824                        1.0%
            Former Executive Vice President,
         Chief Financial Officer and Treasurer
                     7399 Stow Road
                    Hudson, OH 44236

                  Tammy L. Martin (k)                                     333                         *
               Executive Vice President,
             Chief Administrative Officer,
             General Counsel and Secretary

            Executive Officers and Directors                        3,064,905                       18.2%
             as a group (8 persons) (l)(o)


                  5% BENEFICIAL OWNERS

                  ====================

         ING (U.S.) Investment Corporation (m)                      2,048,240                       11.3%
                  135 East 57th Street
                   New York, NY 10022

              Cerberus Partners, L.P. (n)                           2,048,240                       11.4%
                    450 Park Avenue
                   New York, NY 10022

<FN>
*    Less than 1.0%

(a)  Includes warrants to purchase 33,231 shares of Common Stock through
     December 31, 1997, warrants to purchase 41,833 shares of Common Stock
     through August 15, 2000 and 14% Preferred which is convertible through June
     30, 2000 into 288,646 shares of Common Stock.
(b)  Includes 14% Preferred which is convertible through June 30, 2000 into
     33,489 shares of Common Stock.
(c)  Includes options to purchase 25,000 shares of Common Stock through October
     9, 1998.
(d)  Includes 148,864 shares of Common Stock held by his spouse and 6,266 shares
     of Common Stock held by other family members.
(e)  Includes Nominal Value Warrants to purchase 89,998 shares of Common Stock
     through March 31, 2001, warrants to purchase 8,110 shares of Common Stock
     through December 31, 1997, warrants to purchase 12,500 shares of Common
     Stock through August 15, 2000, warrants to purchase 16,222 shares of Common
     Stock through August 29, 2000, warrants to purchanse 3,244 shares of Common
     Stock through August 29, 2000, 11,033 shares of Common Stock held by his
     spouse and 14% Preferred which is convertible through June 30, 2000 into
     48,108 shares of Common Stock.
(f)  Includes 14% Preferred which is convertible through June 30, 2000 into
     50,850 shares of Common Stock.
(g)  Includes 14% Preferred which is convertible through June 30, 2000 into
     67,351 shares of Common Stock.
(h)  Includes options to purchase 335,613 shares of Common Stock through August
     31, 1997. Beneficial owner has anti-dilution rights pursuant to stock
     option agreements or other rights which may require adjustments to the
</TABLE>


                                       9
<PAGE>   10



     number of shares beneficially owned as a result of certain transactions 
     which occur subsequent to March 31, 1997.
(i)  Includes options to purchase 173,190 shares of Common Stock through August
     1, 2000 and 1,250 shares of Common Stock held by his spouse. Beneficial
     owner has anti-dilution rights pursuant to stock option agreements or other
     rights which may require adjustments to the number of shares beneficially
     owned as a result of certain transactions which occur subsequent to March
     31, 1997.
(j)  Includes options to purchase 122,825 shares of Common Stock which expire
     August 2, 2000. Beneficial owner has anti-dilution rights pursuant to stock
     option agreements or other rights which may require adjustments to the
     number of shares beneficially owned as a result of certain transactions
     which occur subsequent to March 31, 1997.
(k)  Includes options to purchase 333 shares of Common Stock through January 3,
     2000.
(l)  Includes beneficial ownership of Common Stock described above with respect
     to Messrs. Graf, Maxey, Richman, Abrams, Katzman, Hollander and Henry and
     Ms. Martin.
(m)  Reflects Lenders' Warrants (as defined herein) to purchase the Series A
     Preferred, which is immediately convertible into 2,048,240 shares of Common
     Stock. ING (U.S.) Investment Corporation is a wholly-owned subsidiary of
     Internationale Nederlanden (U.S.) Capital Corporation ("ING"). In December
     1996, ING transferred the Lenders' Warrants to ING (U.S.) Investment
     Corporation. All references to "ING" as holder of the Lenders' Warrants or
     as a holder of shares of Common Stock refer to ING (U.S.) Investment
     Corporation. See "Capital Stock".
(n)  Reflects Lenders' Warrants to purchase the Series A Preferred, which is
     immediately convertible into 1,798,240 shares of Common Stock. See "Capital
     Stock".
(o)  See "Certain Transactions" for information with respect to the 14%
     Preferred and the Nominal Value Warrants.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On March 15, 1996, Nominal Value Warrants to purchase 2,018,942 shares of
Common Stock expiring March 13, 2001 were issued in conjunction with the
acquisitions of International Pay Phones, Inc., a Tennessee company,
International Pay Phones, Inc., a South Carolina company and Paramount
Communications Systems, Inc., redemption of the 10% Preferred, 8% Preferred and
7% Preferred and conversion of certain debt of the Company into the 14%
Preferred. See "Description of Capital Stock--Preferred Stock--14% Preferred"
for a description of the terms of the 14% Preferred. Concurrently with their
exchange of debt and preferred stock for the 14% Preferred, the following
Directors, Executive Officers and security holders, who at the time held 5% or
more of the Common Stock, received the amount of 14% Preferred and Nominal Value
Warrants shown below.

<TABLE>
<CAPTION>
              ==============================================================================================

                                                   Value of Debt/Preferred            Number of Nominal
                  Name of Beneficial Owner               Surrendered                   Value Warrants
                                                   and Stated Value of 14%                 Issued
                                                       Preferred Issued

              ==============================================================================================
<S>                                                       <C>                              <C>    
                       Peter G. Graf                     $1,500,000                        539,989
                      Chairman, Chief
                     Executive Officer
                        and Director

                       Joseph Abrams                     $  350,000                        125,997
                          Director

                        Aron Katzman                     $  264,250                         95,128
                          Director
</TABLE>


                                       10
<PAGE>   11



<TABLE>
<CAPTION>
              ==============================================================================================

                                                   Value of Debt/Preferred            Number of Nominal
                  Name of Beneficial Owner               Surrendered                   Value Warrants
                                                   and Stated Value of 14%                 Issued
                                                       Preferred Issued

              ==============================================================================================
<S>                                                        <C>                            <C>    
                       Steven Richman                      $250,000                         89,998
                          Director

                      Nickey B. Maxey                      $174,032                         62,650
                          Director

                    J&C Resources, Inc.                    $825,000                        296,994
                          5% Owner

                     Southcoast Capital                    $600,000                        143,994
                        Corporation
                          5% Owner
</TABLE>

     In 1995, Mr. Graf loaned an aggregate of $1.25 million to the Company at no
interest. Such amounts were subordinated to the Company's other indebtedness. In
the first quarter of 1996, Mr. Graf loaned to the Company an additional $250,000
under similar terms. On March 15, 1996, Mr. Graf and the Company agreed to
convert $1.5 million of such indebtedness into 25,000 shares of 14%  Preferred
and  539,989 Nominal Value Warrants. Additionally in 1996, Mr. Graf loaned
approximately $585,000 to the Company at an interest rate of 13.25%. On
December 31, 1996, Mr. Graf and the Company agreed to convert approximately
$248,000 of the principal amount of such indebtedness into 99,119 shares of
Common Stock or $2.50 per share, representing the market price of the Common
Stock on the day the Company's Board of Directors approved the conversion. On
January 2, 1997, Mr. Graf and the Company agreed to convert the remaining
indebtedness of approximately $337,000, plus accrued interest of $37,000,  into
124,747 shares of Common Stock or $3.00 per share, representing the market 
price of the Common Stock on the day the Company's Board of Directors approved  
the conversion.

     In March 1996, a predecessor of Southcoast Capital Corporation
("Southcoast"), which at the time and prior to the consummation of the Company
Equity Offering was a 5% or more stockholder of the Company, was paid fees
consisting of (i) $600,000, (ii) 10,000 shares of 14% Preferred valued at
$600,000 and (iii) Nominal Value Warrants to purchase 143,944 shares of Common
Stock for providing financial advisory services to the Company in connection
with a certain credit agreement. In addition, in December 1995, a predecessor of
Southcoast received 56,666 shares of Common Stock and warrants to purchase
166,666 shares of the Company's Common Stock at an exercise price of $6.00 per
share through September 5, 2000, for services rendered in connection with the
acquisition of World and a working capital loan. Southcoast was the underwriter
in an offering of the Company's Common Stock (the "Company Equity Offering") and
received $1,418,000 in December 1996 and $213,000 in January 1997 for acting as
the underwriter in connection with the Company Equity Offering and $808,000 in
January 1997 for providing financial advisory services to the Company in        
connection with the acquisition of Cherokee Communications, Inc.

     Internationale Nederlanden (U.S.) Capital Corporation ("ING") and Cerberus
Partners, L.P., each of which is a 5% or more stockholder and one of the lenders
under a certain credit agreement, received customary fees during 1995 and 1996
pursuant to the terms of said credit agreement, including fees upon the
prepayment and termination of said credit agreement in December 1996. In 
addition, an affiliate of ING received approximately $656,000 in December 1996
for acting as co-underwriter in the Company Debt Offering.


                                       11
<PAGE>   12



     On September 22, 1995, the Company entered into a consulting agreement with
Stuart Hollander, World's Chairman pursuant to the terms of the acquisition of 
World. The agreement with Mr. Hollander entitles him to annual payments of 
$125,000 and $135,000 during the two year term of the agreement.

PART IV

ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

(A)      LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

<TABLE>
<CAPTION>
1.       FINANCIAL STATEMENTS - incorporated by reference from the Company's
         Form 10-KSB for the year ended December 31, 1996.

<S>                                                                                              <C>
         Report of Independent Accountants...................................................... F-1

         Consolidated Balance Sheets as of December 31, 1995 and 1996........................... F-2

         Consolidated Statements of Operations for the Years Ended
              December 31, 1994, 1995 and 1996.................................................. F-3

         Statement of Changes in Mandatorily Redeemable Preferred Stock for the Years Ended
              December 31, 1994, 1995 and 1996.................................................. F-4

         Consolidated Statements of Changes in Non-Mandatorily Redeemable Preferred Stock,
             Common Stock and Other Shareholders' Equity for the Years Ended
             December 31, 1994, 1995 and 1996................................................... F-5

         Consolidated Statements of Cash Flows for the Years Ended December 31, 1994,
             1995 and 1996...................................................................... F-7

         Notes to Financial Statements for the Years Ended
              December 31, 1994, 1995 and 1996.................................................. F-9
</TABLE>


2.       EXHIBITS
         --------

EXHIBIT NO.              DESCRIPTION

3.1      Articles of Incorporation. (1)*

3.2      Amendment to Articles of Incorporation dated August 30, 1989. (2)*

3.3      Amended and Restated Code of Regulations. (5)*

3.5      Amendment to Articles of Incorporation dated January 3, 1992. (5)*

3.6      Amendment to Articles of Incorporation dated January 20, 1992. (5)*

3.7      Amendment to Articles of Incorporation dated April 9, 1992. (8)*




                                       12
<PAGE>   13



3.8      Amendment to Articles of Incorporation dated June 18, 1993. (8)*

3.9      Amendment to Articles of Incorporation dated June 30, 1993. (8)*

3.10     Amendment to Articles of Incorporation dated September 22, 1995. (13)*

3.11     Amendment to Articles of Incorporation dated December 15, 1995. (13)*

3.12     Amendment to Articles of Incorporation dated February 28, 1996. (13)*

4.1      Specimen of Common Stock Certificate. (3)*

4.2      Form of 14% Convertible Preferred Stock. (13)*

4.3      Indenture relating to the Notes offered in the Company Debt Offering
         (including the form of Note). (18)*

5.1      Opinion of Tammy L. Martin, Esq. regarding validity of certain Notes.
         (18)*

10.1     Stock Option Agreement between William Tymoszczuk and PhoneTel
         Technologies, Inc. dated March 1, 1987. (3)*

10.2     Stock Incentive Plan for Key Employees dated May 5, 1987. (1)*

10.3     Amended and Restated Stock Option Agreement between PhoneTel
         Technologies, Inc. and Jerry H. Burger dated July 1, 1993. (8)*

10.4     Stock Option Agreement dated July 1, 1993 between PhoneTel
         Technologies, Inc. and Bernard Mandel. (8)*

10.5     Form of Stock Option Agreement between PhoneTel Technologies, Inc. and
         DeBartolo, Inc. (4)*

10.6     Extension of Stock Option Agreement between PhoneTel Technologies, Inc.
         and The Edward J. DeBartolo Corporation. (8)*

10.7     Separation Agreement dated September 15, 1995 between PhoneTel
         Technologies, Inc. and Jerry H. Burger, together with amendments 
         thereto. (13)*

10.8     Separation Agreement dated September 15, 1995 between PhoneTel
         Technologies, Inc. and Bernard Mandel, together with amendments
         thereto. (13)*

10.9     Lease Agreement between PhoneTel Technologies, Inc. and Bankers Leasing
         Association, Inc. dated February 12, 1992. (5)*

10.10    Registration Rights Agreement dated April 10, 1992 among PhoneTel
         Technologies, Inc., George H. Henry, Carl Kirchhoff and Charles Stuart.
         (5)*

10.11    Registration Rights Agreement among PhoneTel Technologies, Inc., J & C
         Resources, Inc. and Allen Moskowitz. (5)*

10.12    Form of Stock Option Agreement and Registration Rights Agreement
         between PhoneTel Technologies, Inc. and The Edward J. DeBartolo
         Corporation. (5)*


                                       13
<PAGE>   14



10.13    Stock Option Agreement and Registration Rights Agreement between
         PhoneTel Technologies, Inc. and William D. Moses, Jr. dated May 11,
         1992. (5)*

10.14    Assignment Agreement between William D. Moses, Jr. and Edward A.
         Moulton transferring the right to receive options to acquire 5,000
         shares of Common Stock of PhoneTel Technologies, Inc. (9)*

10.15    Stock Option Agreement and Registration Rights Agreement between
         PhoneTel Technologies, Inc. and George H. Henry dated March 24, 1992.
         (5)*

10.16    Amendment No. 1 to Amended and Restated Loan Agreement and Registration
         Rights Agreement dated October 23, 1992 by and among PhoneTel
         Technologies, Inc., J & C Resources, Inc. and Allen Moskowitz. (6)*

10.17    Lease between PhoneTel Technologies, Inc. and Trembal Construction Co.
         dba Statler Office Tower dated April 23, 1992. (6)*

10.18    Master Agreement between The Cafaro Company and PhoneTel Technologies,
         Inc. dated December 23, 1992. (6)*

10.19    Operator Subscriber Service Agreement dated March 25, 1994 between U.S.
         Long Distance, Inc. and Alpha Pay Phones-IV, L.P. (7)*

10.20    Non-Competition Agreement among PhoneTel Technologies, Inc., Alpha Pay
         Phones-IV, L.P., American Telecommunications Management Corporation,
         Stephen C. Fowler and Ronald T. Huggard dated January 5, 1994. (8)*

10.21    Stock Option Agreement for WEA Investments, Inc. relative to 50,000
         shares of Common Stock under option dated on or about November 30,
         1993. (8)*

10.22    Stock Option Agreement with Allenstown Investments Limited dated on or
         about January 10, 1994 relative to grant of an option to purchase
         126,000 shares of PhoneTel Technologies, Inc. Common Stock. (8)*

10.23    Stock Option Agreement with Douglas Abrams with respect to 45,000
         shares of Common Stock of PhoneTel Technologies, Inc. dated on or about
         January 10, 1994. (8)*

10.24    Amendment to Stock Option Agreement dated January 10, 1994 with Douglas
         Abrams with respect to 45,000 shares of Common Stock of PhoneTel
         Technologies, Inc. (9)*

10.25    Stock Option Agreement with William Moses, Jr. relative to 75,000
         shares of Common Stock of PhoneTel Technologies, Inc. dated on or about
         January 29, 1993. (8)*

10.26    Agreement dated January 5, 1994 between PhoneTel Technologies, Inc. and
         the Estate of William Moses relative to a loan in the amount of one
         million dollars and providing for warrants to purchase 100,000 shares
         and contingent rights to acquire warrants to purchase 400,000 shares of
         PhoneTel Technologies, Inc. Common Stock. (8)*

10.27    Agreement dated September 13, 1994 between PhoneTel Technologies, Inc.
         and the Estate of William Moses relative to restructuring the repayment
         schedule of certain monies owed by PhoneTel Technologies, Inc. and
         providing for warrants to purchase 45,000 shares of PhoneTel
         Technologies, Inc. Common Stock. (9)*



                                       14
<PAGE>   15



10.28    Loan Agreement dated December 29, 1993 between PhoneTel Technologies,
         Inc. and certain lenders identified therein with respect to borrowing
         by PhoneTel Technologies, Inc. of $400,000 and the granting of warrants
         to purchase, in the aggregate, a total of 62,745 shares of Common Stock
         by PhoneTel Technologies, Inc. (8)*

10.29    Letter Agreement dated February 23, 1995 between PhoneTel Technologies,
         Inc. and certain lenders identified therein with respect to the
         extension of the maturity dates of certain promissory notes and the
         granting of additional warrants to purchase Common Stock of PhoneTel
         Technologies, Inc. (9)*

10.30    Stock Option Agreement dated March 3, 1994 between PhoneTel
         Technologies, Inc. and George H. Henry relative to a grant of an option
         to purchase 39,000 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.31    Stock Option Agreements dated in January 1994 between PhoneTel
         Technologies, Inc. and George H. Henry granting options to purchase, in
         the aggregate, a total of 106,551 shares of PhoneTel Technologies, Inc.
         Common Stock. (9)*

10.32    Stock Option Agreement with George H. Henry dated in August 1993
         relative to a grant of an option to purchase 150,000 shares of PhoneTel
         Technologies, Inc. Common Stock. (9)*

10.33    Stock Option Agreement with Vincent Mann relative to 5,000 shares of
         Common Stock under option dated November 15, 1994. (9)*

10.34    Stock Option Agreement with Donald Vella with respect to 20,000 shares
         of Common Stock of PhoneTel Technologies, Inc. dated on or about
         November 15, 1994. (9)*

10.35    Amendments to Warrant Agreements between PhoneTel Technologies, Inc.
         and Richard Thatcher dated March 1995, and related Warrant Agreements
         thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 49,412 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.36    Warrant Agreements with Richard Thatcher dated February, March and
         April 1995, issued pursuant to a Letter Agreement dated February 23,
         1995, relative to the grant of warrants, in the aggregate, to purchase
         a total of 7,500 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.37    Amendments to Warrant Agreements between PhoneTel Technologies, Inc.
         and Gerald Waldschutz dated March 1995, and related Warrant Agreements
         thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 41,177 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.38    Warrant Agreements with Gerald Waldschutz dated February, March and
         April 1995, issued pursuant to a Letter Agreement dated February 23,
         1995, relative to the grant of warrants, in the aggregate, to purchase
         a total of 6,250 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.39    Amendments to Warrant Agreements between PhoneTel Technologies, Inc.
         and Steven Richman dated March 1995, and related Warrant Agreements
         thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 41,177 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.40    Warrant Agreements with Steven Richman dated February, March and April
         1995, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 6,250 shares of PhoneTel Technologies, Inc. Common Stock. (9)*

                                       15
<PAGE>   16



10.41    Amendments to Warrant Agreements between PhoneTel Technologies, Inc.
         and Janice Fuelhart dated March 1995, and related Warrant Agreements
         thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 49,412 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.42    Warrant Agreements with Janice Fuelhart dated February, March and April
         1995, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 1,250 shares of PhoneTel Technologies, Inc. Common Stock. (9)*

10.43    Amendments to Warrant Agreements between PhoneTel Technologies, Inc.
         and Peter Graf dated in March 1995, and related Warrant Agreements
         thereto, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 148,235 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.44    Warrant Agreements with Peter Graf dated February, March and April
         1995, issued pursuant to a Letter Agreement dated February 23, 1995,
         relative to the grant of warrants, in the aggregate, to purchase a
         total of 28,750 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.45    Stock Option Agreement dated May 24, 1994 between PhoneTel
         Technologies, Inc. and the Estate of William D. Moses, and subsequent
         assignment thereof dated February 2, 1995, relative to the grant of an
         option to purchase 50,000 shares of PhoneTel Technologies, Inc. Common
         Stock. (9)*

10.46    Stock Option Agreement dated September 13, 1994 between PhoneTel
         Technologies, Inc. and the Estate of William D. Moses, and subsequent
         assignment thereof dated February 2, 1995, relative to the grant of an
         option to purchase 45,000 shares of PhoneTel Technologies, Inc. Common
         Stock. (9)*

10.47    Warrant Agreement dated March 31, 1994 between PhoneTel Technologies,
         Inc. and the Estate of William D. Moses, and subsequent assignment
         thereof dated February 2, 1995, relative to the grant of warrants to
         purchase 200,000 shares of PhoneTel Technologies, Inc. Common Stock.
         (9)*

10.48    Agreement and Plan of Merger dated September 22, 1995, together with
         Exhibits attached thereto, by and among PhoneTel Technologies, Inc.,
         PhoneTel II, Inc. and World Communications, Inc. (10)*

10.49    Amendment to Agreement and Plan of Merger dated September 22, 1995 by
         and among PhoneTel Technologies, Inc., PhoneTel II, Inc. and World
         Communications, Inc. (10)*

10.50    Agreement and Plan of Merger dated October 16, 1995, together with
         Exhibits attached thereto, by and among PhoneTel Technologies, Inc.,
         PhoneTel II, Inc. and Public Telephone Corporation. (11)*

10.51    Agreement and Plan of Merger dated November 22, 1995, between PhoneTel
         Technologies, Inc. and International Pay Phones, Inc., South Carolina
         corporation, and all amendments thereto. (12)*

10.52    Agreement and Plan of Merger dated November 22, 1995, between PhoneTel
         Technologies, Inc. and International Pay Phones, Inc., Tennessee
         corporation, and all amendments thereto. (12)*

10.53    Share Purchase Agreement dated as of November 16, 1995, between
         PhoneTel Technologies, Inc. and Paramount Communications Systems, Inc.,
         and all amendments thereto. (12)*

10.54    Credit Agreement dated as of March 15, 1996 among PhoneTel
         Technologies, Inc., Various Lenders and Internationale Nederlanden
         (U.S.) Capital Corporation (the "Credit Agreement"). (12)*


                                       16
<PAGE>   17



10.55    Security Agreement dated as of March 15, 1996 among PhoneTel
         Technologies, Inc., Public Telephone Corporation, World Communications,
         Inc., Northern Florida Telephone Corporation, Paramount
         Communications Systems, Inc. and Internationale Nederlanden (U.S.)
         Capital Corporation, as Agent for itself and certain other lenders.
         (12)*

10.56    Warrant Purchase Agreement dated as of March 15, 1996 between PhoneTel
         Technologies, Inc. and Internationale Nederlanden (U.S.) Capital
         Corporation and Cerberus Partners, L.P. (12)*

10.57    Registration Rights Agreement dated as of March 15, 1996 between
         PhoneTel Technologies, Inc. and Internationale Nederlanden (U.S.)
         Capital Corporation and Cerberus Partners, L.P. (12)*

10.58    Warrant Certificate dated as of March 15, 1996 granting Internationale
         Nederlanden (U.S.) Capital Corporation the right to purchase 102,412
         shares of Series A Special Convertible Preferred Stock of PhoneTel
         Technologies, Inc. (13)*

10.59    Warrant Certificate dated as of March 15, 1996 granting Cerberus
         Partners, L.P. the right to purchase 102,412 shares of Series A Special
         Convertible Preferred Stock of PhoneTel Technologies, Inc. (13)*

10.60    Form of Warrant issued on March 15, 1996 to persons listed on Schedule
         A to this exhibit. (13)*

10.61    Operator Service Subscriber Agreement dated as of February 29, 1996 by
         and between Intellicall Operator Services, Inc. and PhoneTel
         Technologies, Inc. (13)*

10.62    Intellistar License Agreement dated as of February 29, 1996 by and
         between Intellicall, Inc. and PhoneTel Technologies, Inc. (13)*

10.63    Relay Services Agreement dated as of February 29, 1996 by and between
         Intellicall, Inc. and PhoneTel Technologies, Inc. (13)*

10.64    Stock Option Agreement dated April 1, 1995 between PhoneTel
         Technologies, Inc. and Daniel J. Moos. (13)*

10.65    Separation Agreement dated July 29, 1996 between PhoneTel Technologies,
         Inc. and Daniel J. Moos. (15)*

10.66    Employment Agreement dated September 1, 1996 between PhoneTel
         Technologies, Inc. and Richard Kebert. (15)*

10.67    First Amendment to Credit Agreement dated as of April 11, 1996. (15)*

10.68    Second Amendment to Credit Agreement dated as of June 1996. (14)*

10.69    Third Amendment to Credit Agreement dated as of August 1, 1996. (14)*

10.70    Fourth Amendment to Credit Agreement dated as of September 13, 1996.
         (14)*

10.71    Fifth Amendment to Credit Agreement dated as of September 13, 1996.
         (14)*

10.72    Sixth Amendment to Credit Agreement dated as of October 8, 1996. (15)*





                                       17
<PAGE>   18



10.73    Asset Purchase Agreement among PhoneTel Technologies, Inc., an Ohio
         Corporation As Buyer and ACI-HDT Supply Company, a California
         corporation, Amtel Communications Services, a California corporation,
         Amtel Communications Correctional Facilities, a California corporation,
         Amtel Communication, Inc., a California corporation, Amtel
         Communications, Inc., a California corporation, and Amtel
         Communications Payphones, Inc., a California corporation, as Seller,
         dated June 26, 1996, and all amendments thereto. (14)*

10.74    Amended and Restated Share Purchase Agreement among PhoneTel III, Inc.,
         Payphones of America, Inc. and All of the Shareholders of Payphones of
         America, Inc., dated as of August 1, 1996, and all amendments thereto.
         (14)*

10.75    Seventh Amendment to Credit Agreement dated as of November 22, 1996.
         (16)*

10.76    Agreement and Plan of Merger dated as of November 21, 1996 among
         PhoneTel Technologies, Inc., PhoneTel CCI, Inc., Cherokee
         Communications, Inc. and all of the shareholders of Cherokee
         Communications, Inc. (the "Cherokee Merger Agreement") (16)*

10.77    Escrow Agreement dated as of November 21, 1996 among Comerica
         Bank-Texas, as escrow agent, Cherokee Communications, Inc., Bill H.
         Bailey, Jr. and J. Bruce Duty, as duly authorized agents for all of the
         shareholders of Cherokee Communications, Inc., PhoneTel Technologies,
         Inc. and Bill H. Bailey, Jr., Jerry T. Beddow and Edward L. Marshall,
         individually. (16)*

10.78    Amendment dated as of December 31, 1996 to the Cherokee Merger
         Agreement. (17)*

10.79    Asset Purchase Agreement dated January 13, 1997, among PhoneTel
         Technologies, Inc., an Ohio Corporation, Texas Coinphone, a Texas
         general partnership, Pete W. Catalena and Dennis H. Goehring. (17)*

10.80    Agreement and Plan of Merger by and among PhoneTel Technologies, Inc.,
         PhoneTel Acquisition Corp. and Communications Central Inc. dated as of
         March 14, 1997. (19)*

21.1     Subsidiaries of PhoneTel Technologies, Inc. (19)*

27       Financial Data Schedule (19)*

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

*        Previously filed.

(1)      Incorporated by reference from the Registration Statement on Form S-18
         (Registration No. 33-16962C) of PhoneTel Technologies, Inc. (the
         "Company"), filed with the Securities and Exchange Commission on
         September 1, 1987.

(2)      Incorporated by reference from Amendment No. 1 to the Company's
         Registration Statement on Form S-1, Registration No. 33-30428, filed
         September 27, 1989.

(3)      Incorporated by reference from Amendment No. 1 to the Company's
         Registration Statement on Form S-18 (Registration No. 33-16962C), filed
         with the Securities and Exchange Commission on October 30, 1987.

(4)      Incorporated by reference from the Company's Form 10-K for the year
         ended December 31, 1989.

(5)      Incorporated by reference from the Company's Form 10-K for the year
         ended December 31, 1991.



                                       18
<PAGE>   19



(6)      Incorporated by reference from the Company's Form 10-KSB for the year
         ended December 31, 1992.

(7)      Incorporated by reference from the Company's Form 8-K dated March 25,
         1994.

(8)      Incorporated by reference from the Company's Form 10-KSB for the year
         ended December 31, 1993.

(9)      Incorporated by reference from the Company's Form 10-KSB for the year
         ended December 31, 1994.

(10)     Incorporated by reference from the Company's Form 8-K dated September
         22, 1995.

(11)     Incorporated by reference from the Company's Form 8-K dated October 16,
         1995.

(12)     Incorporated by reference from the Company's Form 8-K dated March 15,
         1996.

(13)     Incorporated by reference from the Company's Form 10-KSB for the year
         ended December 31, 1995.

(14)     Incorporated by reference from the Company's Form 8-K dated September
         13, 1996.

(15)     Incorporated by reference from the Company's Form 10-QSB for the
         quarter ended September 30, 1996.

(16)     Incorporated by reference from Amendment No. 2 to the Company's
         Registration Statement on Form SB-2 (Registration No. 333-13767), filed
         with the Securities and Exchange Commission on December 12, 1996.

(17)     Incorporated by reference from the Company's Form 8-K dated January 3,
         1997.

(18)     Incorporated by reference from Amendment No. 2 to the Company's
         Registration Statement on Form SB-2 (Registration No. 333-15611), filed
         with the Securities and Exchange Commission on December 13, 1996.

(19)     Incorporated by reference from the Company's Form 10-KSB for the year
         ended December 31, 1996.


(B)      REPORT ON FORM 8-K

         There were no reports on Form 8-K filed by the Company during the
         fourth quarter of 1996.

(C)      EXHIBITS

         The response to this portion of Item 13 is submitted as a separate
         section of this report.


                                       19
<PAGE>   20


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment Number 1 to its Annual Report for the
fiscal year ended December 31, 1996 previously filed on Form 10-KSB to be signed
on its behalf by the undersigned thereunto duly authorized.

                                               PHONETEL TECHNOLOGIES, INC.

April 30, 1997                                 By:  /s/ Peter G. Graf
                                               ----------------------
                                               Peter G. Graf
                                               Chairman of the Board and
                                               Chief Executive Officer