<PAGE>   1



                     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, 1997
                          -----------------

[ ] 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           (I.R.S. EMPLOYER IDENTIFICATION NO.)
   INCORPORATION OR ORGANIZATION)


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:

                                                      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)


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. YES X  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. [ X ]


The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 18, 1998 was $29,281,000.

The number of shares outstanding of the registrant's Common Stock, $.01 par
value, as of March 18, 1998 was 16,551,507.

                       Documents Incorporated by Reference
Portions of the Registrant's Proxy Statement for use at the 1998 Annual Meeting
of Shareholders are incorporated by reference in Part III hereof.


<PAGE>   2


         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, 1997 as set forth in the pages attached hereto.



      COVER PAGE....................................................PAGE 1



      PART IV

               ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
                        AND REPORTS ON FORM 8-K ....................PAGES 3-10


      SIGNATURE(S)..................................................PAGE 11


      EXHIBIT INDEX.................................................PAGE 12


      EXHIBIT NO. 10.89.............................................PAGES 13-18



                                       2
<PAGE>   3


PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

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

1.   FINANCIAL STATEMENTS
     --------------------

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

         Consolidated Balance Sheets as of December 31, 1996 and 1997...........................................F-2

         Consolidated Statements of Operations for the Years Ended
              December 31, 1995, 1996 and 1997..................................................................F-3

         Statements of Changes in Mandatorily Redeemable Preferred Stock for the Years Ended
              December 31, 1995, 1996 and 1997..................................................................F-4

         Statements of Changes in Non-mandatorily Redeemable Preferred Stock,
             Common Stock and Other Shareholders' Equity (Deficit) for the Years Ended
             December 31, 1995, 1996 and 1997...................................................................F-5

         Consolidated Statements of Cash Flows for the Years Ended December 31, 1995,
             1996 and 1997......................................................................................F-7

         Notes to Consolidated Financial Statements for the Years Ended
              December 31, 1995, 1996 and 1997..................................................................F-9
</TABLE>


2.       FINANCIAL STATEMENT SCHEDULES

         The Financial Statement Schedules required to be filed herewith are set
         forth in Exhibit 27 and Exhibit 99.

3.       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)*

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
<PAGE>   4


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 the Notes
       registered. (18)*

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)*

10.7   Separation Agreement dated September 15, 1995 between PhoneTel
       Technologies, Inc. and Jerry 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)*

10.10  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)*

10.13  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)*

10.18  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)*

10.22  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)*


                                       4
<PAGE>   5


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 loan in the amount of one million
       dollars and providing for warrants to purchase 100,000 shares and
       contingent right 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)*

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)*

10.35  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)*


                                       5
<PAGE>   6


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)*

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. Phone
       Tel 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)*


                                       6
<PAGE>   7


10.55  Security Agreement dated as of March 15, 1996 among PhoneTel
       Technologies, Inc. Public Telephone Corporation, World Communications,
       Inc., Northern Florida Telephone Corporation and 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)*

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)*


                                       7
<PAGE>   8


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 Communication, 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)*

10.81  First Supplemental Indenture, dated as of January 3, 1997, supplementing
       the Indenture, Dated as of December 18, 1996, among PhoneTel
       Technologies, Inc., the Subsidiary Guarantors named on Schedule I thereto
       and Marine Midland Bank, as Trustee, $125,000,000 12% Senior Notes Due
       2006. (20)*

10.82  Second Supplemental Indenture, dated as of May 29, 1997, supplementing
       the Indenture, Dated as of December 18, 1996, as supplemented by the
       First Supplemental Indenture dated as of January 3, 1997, among PhoneTel
       Technologies, Inc., the Subsidiary Guarantors named on Schedule I thereto
       and Marine Midland Bank, as Trustee, $125,000,000 12% Senior Notes Due
       2006. (20)*

10.83  First Amendment to Agreement and Plan of Merger by and among PhoneTel
       Technologies, Inc., PhoneTel Acquisition Corp. and Communications Central
       Inc. dated as of May 15, 1997. (20)*

10.84  $75,000,000 Credit Agreement dated as of May 30, 1997 among PhoneTel
       Technologies, Inc., as the Borrower, Various Lenders and ING (U.S.)
       Capital Corporation, as the Agent for the Lenders and Transamerica
       Business Credit Corporation and Finova Capital Corporation, as Co-Agents
       for the Lenders. (20)*

10.85  Settlement Agreement as of August 8, 1997 together with the Release and
       Termination of escrow agent between PhoneTel Technologies, Inc. and Bill
       H. Bailey, Jr. and J. Bruce Duty, as duly authorized agents on behalf of
       Bill H. Bailey, Jr., Edward L. Marshall, Jerry T. Beddow, C. Nelson
       Trimble, Berthel Fisher & Company Investments, Inc., Capital Southwest
       Corporation, Capital Southwest Venture Corporation, and Bank One Capital
       Partners, L.P., and Comerica Bank-Texas as escrow agent. (21)*


10.86  Third Supplemental Indenture, dated as of December 30, 1997,
       supplementing the Indenture, dated as of December 18, 1996, as
       supplemented by the First Supplemental Indenture, dated as of January 3,
       1997, and the Second Supplemental Indenture, dated as of May 29, 1997,
       among PhoneTel Technologies, Inc., the Subsidiary Guarantors named on
       Schedule I thereto and Marine Midland Bank, as Trustee, $125,000,000 12%
       Senior Notes due 2006. (23)*

                                       8
<PAGE>   9



10.87  First Amendment to Credit Agreement, dated as of February 24, 1998,
       amending the $75,000,000 Credit Agreement dated as of May 30, 1997 among
       PhoneTel Technologies, Inc. as the Borrower, Various Lenders and ING
       (U.S.) Capital Corporation, as Agent for the Lenders and Transamerica
       Business Credit Corporation and Finova Capital Corporation, as Co-Agents
       for the Lenders. (23) *

10.88  PhoneTel Technologies, Inc. 1997 Stock Incentive Plan (22) *

10.89  Second Amendment to Credit Agreement and Waiver, dated as of March 31,
       1998, amending the $75,000,000 Credit Agreement dated as of May 30, 1997
       among PhoneTel Technologies, Inc. as the Borrower, various Lenders and
       ING (U.S.) Capital Corporation, as Agent for the Lenders and Transamerica
       Business Credit Corporation and Finova Capital Corporation, as Co-Agents
       for the Lenders.

21.1   Subsidiaries of PhoneTel Technologies, Inc. (23) *

27.1   Financial Data Schedule for the Year Ended December 31, 1997 (23) *

27.2   Financial Data Schedule for the Year Ended December 31, 1996 (23) *

27.3   Financial Data Schedule for the Year Ended December 31, 1995 (23) *

99     Financial Statement Schedule - Valuation and Qualifying Accounts (23) *

----------------
*      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.

(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.


                                       9
<PAGE>   10



(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.

(20)   Incorporated by reference from the Company's Form 10-QSB for the quarter
       ended June 30, 1997.

(21)   Incorporated by reference from the Company's Form 10-QSB for the quarter
       ended September 30, 1997.

(22)   Incorporated by reference from the Company's Proxy Statement for the 1997
       Annual Meeting of Shareholders.

(23)   Incorporated by reference from the Company's Form 10-K for the year ended
       December 31, 1997.

(B)    REPORT ON FORM 8-K

       The Company filed a report on Form 8-K on October 21, 1997, reporting
       under Item 5 of the Form 8-K.

(C)    EXHIBITS

       The response to this portion of Item 14 is submitted as a separate
       section of this report. See Item 14(a)3 for a list of Exhibits hereto.

(D)    FINANCIAL STATEMENT SCHEDULE

       The Financial Statement Schedules to this Form 10-K are set forth as
       Exhibits 27.1, 27.2, 27.3, and 99.


                                       10
<PAGE>   11


                                   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, 1997 to be signed on its behalf by the undersigned thereunto
       duly authorized.



                                                  PHONETEL TECHNOLOGIES, INC.



       April 22, 1997                             By:  /s/ Peter G. Graf
                                                     --------------------------
                                                  Peter G. Graf
                                                  Chairman of the Board and
                                                  Chief Executive Officer


                                       11
<PAGE>   12


                                  EXHIBIT INDEX
                                  ------------- 

10.89  Second Amendment to Credit Agreement and Waiver, dated as of March 31,
       1998, amending the $75,000,000 Credit Agreement dated as of May 30, 1997,
       among PhoneTel Technologies, Inc. as the Borrower, various Lenders and
       ING (U.S.) Capital Corporation, as Agent for the Lenders and Transamerica
       Business Credit Corporation and Finova Capital Corporation, as Co-Agents
       for the Lenders.


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


                                       12