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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                          AMENDMENT NO. 1 TO FORM 10-K

(MARK ONE)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [NO FEE REQUIRED] FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
     OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD FROM
     ____________ TO ___________


                         COMMISSION FILE NUMBER: 0-21761


                        GEOTEL COMMUNICATIONS CORPORATION
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            04-3194255
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification No.)

                              900 CHELMSFORD STREET
                              TOWER II, 12TH FLOOR
                           LOWELL, MASSACHUSETTS 01851
                     (Address of principal executive office)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 978-275-5100

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE 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. [ ]

     As of March 23, 1999 there were 27,143,429 shares outstanding of the
registrant's common stock, $0.01 par value. As of that date, the aggregate
market value of voting stock held by non-affiliates of the registrant was
approximately $754,895,000.


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     This Amendment No. 1 on Form 10-K/A to the Annual Report on Form 10-K for
the fiscal year ended December 31, 1998 (as amended, the "Report"), is being
filed to add Exhibit 10.26 to the Report. The other exhibits to the Report have
been previously filed with the Securities and Exchange Commission.




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                                     PART IV

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

1.   Financial Statements

     Previously filed with the Report. 

2.   Schedule

     Previously filed with the Report. 

3.   Reports on Form 8-K

     No reports on Form 8-K were filed by the Company during the quarter ended
     December 31, 1998.

4.   Exhibits

     Documents listed below, except for documents identified by an asterisk, are
     being filed as exhibits herewith. Documents identified by parenthetical
     numbers are not being filed herewith and, pursuant to Rule 12b-32 of the
     General Rules and Regulations promulgated by the Commission under the
     Securities Exchange Act of 1934 (the "Act"), reference is made to such
     documents as previously filed as exhibits with the Commission.

EXHIBIT NO.         DESCRIPTION OF EXHIBIT

        *3.1  Amended and Restated Certificate of Incorporation of the Company.

        *3.2  By-Laws of the Company, as amended and restated.

        *4.1  Specimen of Stock Certificate representing shares of Common Stock.

       *10.1  Stock Purchase Agreement between the Company and the Investors
              named therein, dated August 9, 1995.

       *10.2  Amended and Restated Stockholders Agreement between the Company
              and certain stockholders of the Company, dated August 9, 1995.

       *10.3  Amended and Restated Founders Registration Rights Agreement
              between the Company, G. Wayne Andrews, John C. Thibault and Steven
              Webber.

       *10.4  Development/License Agreement between the Company and DANAR
              Corporation, dated March 4, 1996.

       *10.5  Software License and Technical Support Agreement between the
              Company and MCI Telecommunications Corporation, dated as of June
              17, 1996.

       *10.6  Software License and Distribution Agreement between the Company
              and Optus Systems PTY Ltd. dated as of March 29, 1996.

       *10.7  Office lease by and between Nationwide Life Insurance Company and
              the Company, dated as of November 22, 1996.

       *10.8  Loan Modification Agreement between the Company and Silicon Valley
              Bank, dated September 11, 1996.

       *10.9  Letter Agreement between Silicon Valley Bank and the Company,
              dated September 11, 1996.

       *10.10 Letter Agreement between Silicon Valley Bank and the Company,
              dated May 1, 1995.

       *10.11 Letter Agreement between Silicon Valley Bank and the Company,
              dated May 18, 1994.

       *10.12 Promissory Note executed by the Company in favor of Silicon Valley
              Bank, dated March 1, 1996.

       *10.13 Executive Change in Control Agreement between the Company and
              Timothy J. Allen, dated September 26, 1996.


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       *10.14 Executive Change in Control Agreement between the Company and G.
              Wayne Andrews, dated September 26, 1996.

       *10.15 Executive Change in Control Agreement between the Company and John
              C. Thibault, dated September 26, 1996.

       *10.16 Executive Change in Control Agreement between the Company and
              Louis J. Volpe, dated September 26, 1996.

       *10.17 Executive Change in Control Agreement between the Company and
              Steven H. Webber, dated September 26, 1996.

    ****10.18 GeoTel Communications Corporation Second Amended and Restated
              1995 Stock Option Plan.

       *10.19 GeoTel Communications Corporation 1993 Restricted Stock Purchase
              Plan.

  ******10.20 GeoTel Communications Corporation Second Amended and Restated 1996
              Employee Stock Purchase Plan.

     **+10.22 Software Agreement Incorporating Licensing Rights between the
              Company and Digital Equipment Co., Limited, dated December 1, 1996

      **10.23 Sublease Agreement between the Company and National Medical Care,
              Inc. d/b/k Fresenius Medical Care-North America dated February 7,
              1997.

     ***10.24 First Sublease Amendment between National Medical Care, Inc.
              d/b/k Fresenius Medical Care-North America dated October 29, 1997.

   *****10.25 Second Amended and Restated 1998 Non-Executive Employee Stock
              Option Plan.

        10.26 Memorandum to Louis Volpe

  ******21.1  List of Subsidiaries

  ******23.1  Consent of PricewaterhouseCoopers LLP

  ******24.1  Power of Attorney (included on the signature pages of the Annual
              Report on Form 10-K).

  ******27.1  Financial Data Schedule

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

*      Incorporated by reference to the Company's Registration Statement on Form
       S-1 filed with the Securities and Exchange Commission (Reg. No.
       333-13263).

**     Incorporated by reference to the Company's Annual Report on Form 10-K for
       the year ended December 31, 1996.

***    Incorporated by reference to the Company's Annual Report on Form 10-K for
       the year ended December 31, 1997.

****   Incorporated by reference to the Company's Quarterly Report on Form 10-Q
       for the quarter ended September 30, 1998.

*****  Incorporated by reference to the Company's Quarterly Report on Form 10-Q
       for the quarter ended June 30, 1998.

****** Previously filed with the Report. 

+      Confidential Treatment Requested.


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                                   SIGNATURES

          Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, Commonwealth of Massachusetts on the 12th day of April, 1999.



                                          GEOTEL COMMUNICATIONS CORPORATION

                                          By: /s/ TIMOTHY J. ALLEN
                                             -----------------------------------
                                               TIMOTHY J. ALLEN
                                               VICE PRESIDENT OF FINANCE, CHIEF
                                               FINANCIAL OFFICER, TREASURER AND
                                               SECRETARY






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