<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
    
                          FORM 10-K/A AMENDMENT NO.2*     

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE PAID PREVIOUSLY]
     For the fiscal year ended June 30, 1996.

                                      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: 0-22730
                                                -------

                          COMMUNICATIONS CENTRAL INC.
                          ---------------------------
            (Exact name of registrant as specified in its charter)

     GEORGIA                                                     58-1804173
--------------------------------------------------------------------------------
(State or other jurisdiction of                  (I.R.S. Employer Identification
No.)
incorporation or organization)

1150 NORTHMEADOW PARKWAY, SUITE 118, ROSWELL, GEORGIA                 30076 
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

      Registrant's telephone number, including area code: (770) 442-7300
                                                          --------------

       Securities registered pursuant to Section 12(b) of the Act: NONE
                                                                   ----

          Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, $.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 the 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. [_]
     Aggregate market value of the voting stock held by non-affiliates of the 
Registrant as of December 4, 1996: $41,625,072.50.

     Number of shares of Common Stock outstanding as of December 4, 1996: 
6,054,556.

* The purpose of this Amendment No. 2 on Form 10-K/A to the Annual Report on 
Form 10-K (the "Report") of Communications Central Inc., ("CCI or the "Company")
is to amend Items 11 and 12 of the Report.
    
<PAGE>
 
    
     ITEM 11.  EXECUTIVE COMPENSATION.     
     --------------------------------  

    
     TABLE I - SUMMARY COMPENSATION TABLE     

    
            The following table sets forth certain information required by the
     SEC relating to various forms of compensation awarded to, earned by or paid
     to all individuals serving as the Company's Chief Executive Officer during
     fiscal 1996 and one additional officer who earned more than $100,000
     during fiscal 1996 but was not serving as an executive officer at the end
     of fiscal 1996. Such executive officers are hereinafter referred to as the
     Company's "Named Executive Officers."     

    
<TABLE>
<CAPTION>
                                                                       LONG  TERM                          
                                                                      COMPENSATION   
                                       ANNUAL COMPENSATION               AWARDS                                       
                                     ---------------------           -------------        
                                                                       SECURITIES                                    
                                                                       UNDERLYING       ALL OTHER                     
                                   FISCAL     SALARY     BONUS         OPTIONS/SARS    COMPENSATION               
NAME AND POSITION                   YEAR       ($)        ($)             (#)             ($)      
-----------------                  ------      ---        ---         -------------     -------
<S>                                <C>      <C>          <C>          <C>              <C>
RODGER L. JOHNSON                  1996      152,000         --           500,000/1/    2,010/2/
  President and Chief
  Executive Officer

RICHARD W. OLIVER /3/              1996       46,970         --             4,972          --
  Interim Chief Executive Officer  1995       28,030     25,000             1,693          --
                                   1994           --                       16,197          --

PETER A. SCHOBER /4/               1996       20,000/5/      --             6,810      30,000/5/
  Interim Chief Executive Officer  1995           --         --             1,423          --
                                   1994           --         --             1,423          --

R. WARREN OLDHAM                   1996      105,507/6/      --                --          --
  Vice President - Sales           1995      173,266/6/      --             7,000          --
                                   1994      134,500/6/  12,000            10,000          --
</TABLE>
     

_________________________

    
     /1/    The option granted to Mr. Johnson vested as to 74,999 shares on
            November 6, 1996 and vests as to 225,001 shares in monthly
            increments beginning on December 1, 1996 and continuing through
            November 1, 1999. The option vests as to the remaining 200,000
            shares if the price of the Company's Common Stock reaches and
            maintains certain established target levels or on November 6, 2000
            if Mr. Johnson is still employed by the Company. The option
            terminates on November 6, 2005 or, if earlier, three months after
            the termination of Mr. Johnson's employment, except in the case of
            his disability or death, in which cases the option terminates one
            year after Mr. Johnson's retirement from the Company or his death,
            respectively.

    
     /2/    Represents payment for a life insurance policy on behalf of Mr.
            Johnson.     
<PAGE>
 
    
     /3/    Mr. Oliver served as the Company's Interim Chief Executive Officer
            at the beginning of fiscal 1996 (through August 31, 1995). Because
            he served in such capacity during fiscal 1996, he is required to be
            shown in the table above.
    
     /4/    Mr. Schober served as the Company's Interim Chief Executive Officer
            from September 1, 1995 through November 6, 1996. Because he served
            in such capacity during fiscal 1996, he is required to be shown in
            the table above.
    
     /5/    Represents compensation for services rendered on behalf of the
            Company, related to the recruitment of the Company's Chief Executive
            Officer and Mr. Schober's services as Interim CEO.     

    
     /6/    Includes sales commissions in the amounts of $43,174, $93,266 and
            $54,500 earned in fiscal 1996, 1995 and 1994, respectively. Mr.
            Oldham's employment with the Company ended on April 15, 1996.     

    
                    TABLE II - OPTION GRANTS IN FISCAL 1996     

    
            The following table presents information regarding options to
     purchase shares of the Company's Common Stock granted to the Company's
     Named Executive Officers during fiscal 1996. The Company has no outstanding
     stock appreciation rights ("SARs"). In accordance with SEC rules, the table
     shows the hypothetical "gains" or "option spreads" that would exist for the
     respective options based on assumed rates of annual compound stock price
     appreciation of 5% and 10% from the date the options were granted over the
     full option term.     

    
<TABLE>
<CAPTION>
                                                                      Potential Realizable
                                        Individual Grants           Value at Assumed  Annual 
                                       --------------------
                 No. of     % of Total                                 Rates of Stock Price
               Securities     Options     Exercise                     Appreciation for the 
               Underlying   Granted to    or Base                          Option Term
                                                                         -----------------
                 Options     Employees     Price     Expiration           5%           10%
Name             Granted    During Year   ($/Share)     Date              ($)          ($)
----             -------    -----------   --------    ------             ----         -----
<S>            <C>          <C>           <C>        <C>            <C>               <C>
Mr. Johnson    500,000 /1/     76%         $6.50     11/06/05       5,293,908          8,429,663
Mr. Oliver       4,972 /2/     /3/         $4.63      7/01/05          37,498          59,709
Mr. Schober      6,810 /2/     /3/         $4.63      7/01/05          51,360          81,782
Mr. Oldham         N/A         N/A          N/A         N/A              N/A            N/A
</TABLE>
     

    
     /1/    The option granted to Mr. Johnson vested as to 74,999 shares on
            November 6, 1996 and vests as to 225,001 shares in monthly
            increments beginning on December 1, 1996 and continuing through
            November 1, 1999. The option vests as to the remaining 200,000
            shares if the price of the Company's Common Stock reaches and
            maintains certain established target levels or on November 6, 2000
            if Mr. Johnson is still employed by the Company. The option
            terminates on November 6, 2005 or, if earlier, three months after
            the termination of Mr. Johnson's employment, except in the case of
<PAGE>
 
    
            his disability or death, in which cases the option terminates one
            year after Mr. Johnson's retirement from the Company or his death,
            respectively.     

    
     /2/    All of these options were fully exercisable on July 1, 1996.     

    
     /3/    All of the options granted to Mr. Oliver and Mr. Schober were
            granted to them in their capacity as a director pursuant to
            elections made by Mr. Oliver and Mr. Schober to receive compensation
            for services as a director in stock options instead of cash pursuant
            to the Communications Central Inc. Stock Option Plan for Directors.
            Because such options were granted for services as a director, they
            are not shown as a percentage of the options granted as compensation
            to employees.     

    
          TABLE III - AGGREGATED OPTION EXERCISES IN FISCAL 1996 AND
               YEAR-END OPTION VALUES FOR SUCH FISCAL YEAR     

    
            The following table presents information regarding options exercised
     for shares of the Company's Common Stock during fiscal 1996 and the value
     of in the money unexercised options held at June 30, 1996.  The Company had
     no SARs outstanding during fiscal 1996.     

    
<TABLE>
<CAPTION>
                                                    NUMBER OF              VALUE OF UNEXERCISED
                      SHARES                       UNEXERCISED             IN-THE-MONEY OPTIONS
                     ACQUIRED       VALUE           OPTIONS AT                  AT YEAR-END
                    ON EXERCISE    REALIZED        YEAR-END (#)/1//                ($)/2//
                                                   ----------------                -------
NAME                    (#)          ($)       EXERCISABLE UNEXERCISABLE     EXERCISABLE UNEXERCISABLE      
----                    ---          ---       ----------- -------------     ----------- -------------
<S>                <C>             <C>         <C>         <C>             <C>           <C>         
Mr. Johnson              0          $0.00              0    500,000/3/                $0        $625,000 
Mr. Oliver               0          $0.00         22,862          0           $71,329.44              $0 
Mr. Schober              0          $0.00          9,656          0           $30,126.72              $0 
Mr. Oldham               0          $0.00              0          0                   $0              $0  
</TABLE>
    

                                                                         
     /1/    Includes options granted prior to fiscal 1996.     

    
     /2/    The value of unexercised in-the-money options at June 30, 1996 is
            calculated as follows: [(Per Share Closing Sale Price on June 30,
            1996) - (Per Share Exercise Price)] x Number of Shares Subject to
            Unexercised Options. The closing sale price reported by the NASDAQ
            National Market of the Company's Common Stock for June 30, 1996 was
            $7.75 per share.     

    
     /3/    The option granted to Mr. Johnson vested as to 74,999 shares on
            November 6, 1996 and vests as to 225,001 shares in monthly
            increments beginning on December 1, 1996 and continuing through
            November 1, 1999. The option vests as to the remaining 200,000
            shares if the price of the Company's Common Stock reaches and
<PAGE>
 
    
            maintains certain established target levels, or on November 6, 2000
            if Mr. Johnson is still employed by the Company. The option
            terminates on November 6, 2005 or, if earlier, three months after
            the termination of Mr. Johnson's employment, except in the case of
            his disability or death, in which cases the option terminates one
            year after Mr. Johnson's retirement from the Company or his death,
            respectively.     

    
     DIRECTOR COMPENSATION     

    
            During fiscal 1996, all directors of the Company except Mr. Johnson
     were considered non-employee directors and received an annual retainer of
     $12,000, a fee of $3,000 for each day on which they attended a Board
     meeting in person and $500 for each committee or telephonic Board meeting
     participated in.  All directors are reimbursed for expenses incurred in
     connection with attendance at Board and committee meetings.  During fiscal
     1994, 1995 and 1996, the Company had implemented the Communications Central
     Inc. Stock Option Plan for Directors (the "Directors Plan") that permitted
     non-employee directors to elect to receive their annual director
     compensation in the form of cash or options to purchase shares of Common
     Stock of the Company at an exercise price equal to 50% of the current fair
     market value of a share.  The Directors Plan was terminated by the Board of
     Directors effective for fiscal year beginning July 1, 1996.     

    
     EMPLOYMENT AGREEMENT     

    
            On November 6, 1995, Communications Central of Georgia, Inc.
     ("CCG"), a wholly-owned subsidiary of the Company entered into an
     Employment Agreement with Mr. Johnson pursuant to which Mr. Johnson serves
     as the President and Chief Executive Officer of CCG and the Company. The
     Employment Agreement provides that Mr. Johnson will serve for a period of
     two years, with automatic successive one year renewal periods thereafter
     unless the Employment Agreement is terminated by CCG or Mr. Johnson. Mr.
     Johnson receives a base salary of $228,000 per year, subject to periodic
     increases at the discretion of the Compensation Committee of the Board of
     Directors, and will be eligible to receive an annual bonus equal to a
     percentage of his base salary. The Employment Agreement may be terminated
     by CCG at any time for cause or for any reason upon 60 days prior written
     notice. Mr. Johnson may terminate the Employment Agreement at any time if
     his health should become seriously impaired or for any reason upon 60 days
     prior written notice.     

    
            In connection with the execution of the Employment Agreement
     described above, the Company entered into a Stock Option Agreement dated as
     of November 6, 1995 with Mr. Johnson pursuant to which Mr. Johnson was     
<PAGE>
 
     granted an option to purchase up to 500,000 shares of the Company's Common
     Stock at an exercise price of $6.50 per share. The option vested as to
     74,999 shares on November 6, 1996 and vests as to 225,001 shares in monthly
     increments beginning on December 1, 1996 and continuing through November 1,
     1999. The option vests as to the remaining 200,000 shares if the price of
     the Company's Common Stock reaches and maintains certain established target
     levels or on November 6, 2000 if Mr. Johnson is still employed by CCG. The
     option terminates on November 6, 2005 or, if earlier, three months after
     the termination of Mr. Johnson's employment, except in the case of his
     disability or death, in which cases the option terminates one year after
     Mr. Johnson's retirement from the Company or his death, respectively.     

    
     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION     

    
          During fiscal 1996, the Compensation Committee did not include any
     member of the Board of Directors who at that time served as an officer or
     employee of the Company. During fiscal 1996, no executive officer of the
     Company served as a member of the board of directors of another entity, one
     of whose executive officers served on the Company's Board of Directors
     during that year.    
    
     ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
     -------------------------------------------------------------
     MANAGEMENT.     
     -----------

    
          The following table sets forth information concerning (i) those
     persons known by management of the Company to own beneficially more than 5%
     of the Company's outstanding Common Stock, (ii) the directors and director
     nominees of the Company, (iii) the executive officers named in the Summary
     Compensation Table included elsewhere herein and (iv) all directors and
     executive officers of the Company as a group. Except as otherwise indicated
     in the footnotes below, such information is provided as of September 25,
     1996. According to rules adopted by the SEC, a person is the "beneficial
     owner" of securities if he or she has or shares the power to vote them or
     to direct their investment or has the right to acquire beneficial ownership
     of such securities within 60 days through the exercise of an option,
     warrant or right, the conversion of a security or otherwise. Except as
     otherwise noted, the indicated owners have sole voting and investment power
     with respect to shares beneficially owned. An asterisk in the percent of
     class column indicates beneficial ownership of less than 1% of the
     outstanding Common Stock.    
<PAGE>
 
    
<TABLE>
<CAPTION>
                                                    AMOUNT AND NATURE OF
NAME OF                                                  BENEFICIAL
BENEFICIAL OWNER                                         OWNERSHIP                  PERCENT OF
----------------                                         ---------
                                                                                      CLASS
                                                                                      -----
<S>                                                 <C>                             <C>
RIT Capital Partners plc /1/.......................        981,880                    16.2%
Entities affiliated with MVP Ventures Group  /2/...        432,661                     7.2%
Entities affiliated with Massey Burch
  Capital Corp. /3/................................        317,977                     5.3%
Robert C. Fisher, Jr./4/...........................          9,748                       *
Paul R. Griffiths /5/..............................              0                       *
Richard W. Oliver /6/..............................         24,862                       *
Peter A. Schober /7/...............................          9,656                       *
Ronald C. Warrington /8/...........................         24,398                       *
Rodger L. Johnson /9/..............................         74,998                       *
R. Warren Oldham...................................              0                       *
All current directors, director nominees and
  current executive officers as a group
  (10 persons).....................................        176,334                     2.9%
</TABLE>
     

_________________________________________

    
/1/    The business address of RIT Capital Partners Plc is 27 St. James's Place,
       London, England SWIA INR.     

    
/2/    The business address of MVP Ventures Group ("MVP") and related entities
       is 45 Milk Street, Boston, Massachusetts 02109. Entities whose shares are
       included with MVP's shares above include: (i) Chestnut III Ltd.
       Partnership (54,997 shares held of record); (ii) Chestnut Capital
       International III (73,177 shares held of record); (iii) Late Stage Fund
       1990 Limited Partnership (218,856 shares held of record); (iv) Late Stage
       Fund 1991 Limited Partnership (84,787 shares held of record); and (v) MVP
       Investors Limited Partnership (844 shares held of record).     

    
/3/    The business address of Massey Burch Capital Corp. ("Massey Burch") and
       related entities is 310 25th Avenue North, #103, Nashville, Tennessee
       37203. Persons and entities whose shares are included with Massey Burch's
       shares above include: (i) Central Confederate Venture Fund Limited
       Partnership (17,977 shares beneficially owned); and (ii) The Southern
       Venture Fund Limited Partnership (300,000 shares beneficially owned).
       Certain investment management services with respect to the foregoing
       investment partnerships are also provided by Massey Burch Capital Corp.,
       the principals of which are Donald M. Johnston, William F. Earthman, III,
       Benjamin H. Gray, J. Donald McLemore, Jr. and Lucius E. Burch, IV.
       Accordingly, the foregoing named principals and Massey Burch      
<PAGE>
 
    
       Capital Corp. may be deemed to be the beneficial owners of shares owned
       by each of the foregoing investment partnerships.     

    
/4/    All of the shares listed for Mr. Fisher represent shares subject to
       currently exercisable options.     

    
/5/    Shares beneficially owned by Mr. Griffiths do not include 981,880 shares
       beneficially owned by RIT Capital Partners plc. Mr. Griffiths is a
       director of the investment manager of RIT Capital Partners plc. While Mr.
       Griffiths may be deemed to be an "affiliate" of RIT Capital Partners plc,
       he disclaims beneficial ownership of such shares.     

    
/6/    Shares beneficially owned by Mr. Oliver include 2,000 shares owned by him
       directly and 22,862 shares subject to currently exercisable options.     

    
/7/    Shares beneficially owned by Mr. Schober include 844 shares beneficially
       owned by MVP I Investors Limited Partnership, a limited partnership
       affiliated with MVP, of which Mr. Schober is a principal, and 2,732
       shares subject to currently exercisable options. While Mr. Schober may be
       deemed to be an "affiliate" of MVP, he disclaims beneficial ownership of
       such shares.     
 
    
/8/    All of the shares listed for Mr. Warrington represent shares subject to
       currently exercisable options.     

    
/9/    All of the shares listed for Mr. Johnson are exercisable within 60 days.
       Additional shares will vest beginning December 1, 1996. See " Employment
       Agreement".     
<PAGE>
 
                                  SIGNATURES
                                  ----------

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             Communications Central Inc.
                                          
                                                 
                                             Date:   December 16, 1996      
                                                   ------------------------

                                             By:   Rodger L. Johnson
                                                 --------------------------
                                                   Rodger L. Johnson
                                                   Chief Executive Officer