UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                                   
                             FORM 10-QSB/A
         X          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  
    __________     OF THE SECURITIES EXCHANGE ACT OF 1934         
                                   
           For the quarterly period ended September 30, 1997
                                   
                                  OR
                                   
    __________  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                                   
   For the transition period from _______________ to _______________
                                   
                   Commission file number 33-853963
                                   
                         INTRATEL GROUP, LTD.
                         --------------------
   (Exact Name of Small Business Issuer as Specified in Its Charter)
                                   
                Delaware                           72-1265159
                --------                           ----------
     State or Other Jurisdiction of       IRS Employer Identification
      Incorporation or Organization                 Number

        28050 US Hwy 19 N - Suite 202, Clearwater, FL    34621
        ------------------------------------------------------
       (Address of principal executive offices)        (Zip Code)
                                   
                            (813)-797-9000
          --------------------------------------------------
          Registrant's Telephone Number, Including Area Code
                                   
                            Not Applicable
                            --------------
(Former Name, Former Address, and Formal Fiscal Year, if Changed Since
                             Last Report.)

Check whether the issuer(1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 the past 90 days.

                   Yes      X           No            .
                      ------------        ------------

  The number of shares outstanding of each of the issuer's classes of
           common shares, as of the latest practicable date:
                  Class
         Preferred Stock, $.0001          Outstanding at Sept 30, 1997
                par value
          Common Stock, $.0001                     1,527,620    .
                par value                      -----------------
                                            Outstanding Securities

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<PAGE>

                                 PART II

   
Item 2.   Change in Securities and Use of Proceeds
          ----------------------------------------

               During the quarter ended September 30, 1997, the Registrant
          issued convertible promissory notes ("Notes") totalling
          approximately $2.1 million dollars.  The Notes were sold to a
          limited number of "accredited investors" as that term is defined
          by Regulation D of the Securities Act of 1933.  Barron Chase
          Securities, Inc. served as the placement agent and received a 10%
          commission.  The offering was conducted pursuant to the exemption
          afforded by Rule 506 of Regulation D.  The Notes provide that,
          upon closing of a secondary public offering involving the
          Registrant's Common Stock, if any, the Registrant shall repay the
          principal amount of the Notes, plus accumulated interest at 8%
          per annum and issue to the Note holders, for each $25,000
          principal amount of the Notes, the number of shares of Common
          Stock equal to the result of dividing $25,000 by the price to the
          public per share of Common Stock in the secondary offering.
    

   
Item 5.   Other Information
          -----------------

               In September 1997, Mr. Vincent Jordan, the President of
          Infinet, was elected as a Director of the Registrant.  In
          November 1997, Mr. Jordan resigned as a Director to pursue other
          business interests.
    









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<PAGE>

In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunder duly authorized.


INTRATEL GROUP, LTD.



By: /s/ ROBERT E. YAW                .       Date: January 23, 1998
   ----------------------------------
     Robert E. Yaw, II
     Chairman of the Board









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