Exhibit 10.20

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         This SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered
into as of March 9, 2000 among DAVEL FINANCING COMPANY, L.L.C., a Delaware
limited liability company (the "Borrower"); DAVEL COMMUNICATIONS, INC., a
Delaware corporation (the "Parent"); the Parent and the Domestic Subsidiaries of
the Borrower, as Guarantors; the Lenders party to the "Credit Agreement"
(referred to and defined below); and BANK OF AMERICA, N.A. (formerly known as
NationsBank, N.A.), as Administrative Agent for the Lenders (the "Administrative
Agent"). Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Credit Agreement.

                                    RECITALS

         WHEREAS, the Borrower, the Guarantors, the Lenders, the Administrative
Agent, BancBoston Robertson Stephens, Inc., as Syndication Agent and The Chase
Manhattan Bank, as Documentation Agent, entered into that certain Credit
Agreement, dated as of December 23, 1998 (as amended and modified by that
certain First Amendment to Credit Agreement and Consent and Waiver dated as of
April 8, 1999 among the Borrower, the Parent, the Domestic Subsidiaries of the
Borrower, the Lenders and the Administrative Agent, and as may be further
amended or modified from time to time, the "Credit Agreement");

         WHEREAS, the Borrower has informed the Lenders that it anticipates
being unable to meet certain financial covenants in the future;

         WHEREAS, the Borrower has requested that the Lenders amend certain
terms and provisions of the Credit Agreement, including, without limitation, the
financial covenants with respect to certain periods;

         WHEREAS, the Lenders have agreed to do so, on the terms and subject to
the conditions set forth below.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

                                    AGREEMENT

1. AMENDMENTS.  Effective as of the date hereof, upon satisfaction of each of
the conditions set forth in PARAGRAPH 2 hereof, the Credit Agreement is hereby
amended as follows (unless otherwise specified, section references used below
refer to sections of the Credit Agreement):

             (a) APPLICABLE PERCENTAGE. SECTION 1.1 is amended to delete the
     definition of "Applicable Percentage" in its entirety and to replace such
     definition with the following definition:

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                  "APPLICABLE PERCENTAGE" means, (a) 3.50% for all Revolving
             Loans which are Eurodollar Loans, all Tranche A Term Loans which
             are Eurodollar Loans, and all Letter of Credit Fees, (b) 4.25% for
             all Tranche B Term Loans which are Eurodollar Loans, (c) 2.00% for
             all Revolving Loans which are Base Rate Loans and all Tranche A
             Term Loans which are Base Rate Loans, (d) 2.75% for all Tranche B
             Term Loans which are Base Rate Loans, and (e) 0.75% for all
             Commitment Fees.

             (b) FIXED CHARGE COVERAGE  RATIO. SECTION 1.1 is further amended to
     delete the definition of "Fixed Charge Coverage Ratio" in its entirety and
     to replace such definition with the following definition:

                  "FIXED CHARGE COVERAGE RATIO" means, with respect to the
             Credit Parties and their Subsidiaries determined on a consolidated
             basis in accordance with GAAP, for any twelve month period, the
             ratio of (in each case for such period) (a) EBITDA less Capital
             Expenditures less cash income taxes to (b) cash Interest Expense
             plus Scheduled Funded Debt Payments.

             (c) INTEREST  COVERAGE RATIO.  SECTION 1.1 is further amended to
     delete the definition of "Interest Coverage Ratio" in its entirety and to
     replace such definition with the following definition:

                  "INTEREST COVERAGE RATIO" means, with respect to the Credit
             Parties and their Subsidiaries determined on a consolidated basis
             in accordance with GAAP, for any twelve month period, the ratio of
             (in each case for such period) (a) EBITDA to (b) cash Interest
             Expense.

             (d) LEVERAGE RATIO. SECTION 1.1 is further amended to delete the
     definition of "Leverage Ratio" in its entirety and to replace such
     definition with the following definition:

                  "LEVERAGE RATIO" means, with respect to the Credit Parties and
             their Subsidiaries determined on a consolidated basis and in
             accordance with GAAP, for any twelve month period, the ratio of
             (a) total Funded Debt less cash in excess of $7,000,000, in each
             case as of the last day of such period to (b) EBITDA for such
             period.

             (e) PERMITTED ACQUISITIONS. SECTION 1.1 is further amended to
     add the following phrase to the definition of "Permitted Acquisition"
     immediately after the

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     existing phrase "an Acquisition by the Borrower or any Subsidiary of the
     Borrower" and prior to the semicolon following such existing phrase and to
     delete clause (h) thereof in its entirety:

             "which is completed prior to March 9, 2000"

             (f) REVOLVING COMMITTED AMOUNT. SECTION 1.1 is further amended to
     delete the definition of "Revolving Committed Amount" in its entirety and
     to replace such definition with the following definition:

                  "REVOLVING COMMITTED AMOUNT" means FORTY-FIVE MILLION DOLLARS
             ($45,000,000), as such amount may be reduced pursuant to
             Section 2.1(d) or 3.3(c).

             (g) MAXIMUM INTEREST PERIOD; NEW LOANS. CLAUSE (C) of
                 SECTION 2.1(B) is deleted in its entirety and replaced with the
                 following provision:

             (C) with respect to Revolving Loans that will be Eurodollar Loans,
             the Interest Period applicable thereto (which shall not exceed one
             month in duration in the case of any Eurodollar Loan made on or
             after March 9, 2000)

             (h) MAXIMUM INTEREST PERIOD; EXISTING LOANS. CLAUSE (Y) of SECTION
                 2.5 is deleted in its entirety and replaced with the following
                 provision:

             (y) if the request is to continue a Eurodollar Loan or convert
             a Base Rate Loan to a Eurodollar Loan, the Interest Period
             applicable thereto (which shall not exceed one month in duration in
             the case of any Eurodollar Loan continued or converted on or after
             March 9, 2000).

             (i) CONDITIONS TO BORROWING. CLAUSE (E) of SECTION 5.2 is deleted
     in its entirety and replaced  with the following provision:

                  (e) REQUIRED LENDERS' CONSENT. From and after March 9, 2000,
             if after giving effect to the making of any requested Loan (and the
             application of the proceeds thereof) or to the issuance of any
             requested Letter of Credit, as the case may be, the sum of the
             Revolving Loans outstanding plus LOC Obligations outstanding would
             exceed $35,000,000, the Lenders shall not be obligated to make such
             Loan nor shall the Issuing Lender be required to issue such Letter
             of Credit, as applicable, unless the Required Lenders shall have
             consented in writing to the making of such Loan or the issuance of
             such Letter of Credit, as applicable.

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<PAGE>

             (j) INTERIM REPORTING. SECTION 7.1(B) is deleted in its entirety
     and replaced with the following provisions:

                 (b) INTERIM FINANCIAL STATEMENTS. As soon as available, and in
            any event within 45 days after the closing of each fiscal quarter of
            the Borrower and within 30 days after the end of each calendar
            month, a consolidated balance sheet and income statement of the
            Credit Parties and their Subsidiaries as of the end of such fiscal
            quarter or calendar month, as the case may be, together with related
            consolidated statements of cash flows for such fiscal quarter or
            calendar month, as applicable, in the case of the income statement
            and statement of cash flow setting forth in comparative form, if
            practical, consolidated figures for the corresponding period of the
            preceding fiscal year and in the case of the balance sheet setting
            forth in comparative form, if practical, consolidated figures for
            the corresponding date of the prior fiscal year, all such financial
            information described above to be in reasonable form and detail and
            reasonably acceptable to the Administrative Agent, and accompanied
            by a certificate of the chief financial officer of the Borrower to
            the effect that such quarterly financial statements fairly present
            in all material respects the financial condition of the Credit
            Parties and their Subsidiaries and have been prepared in accordance
            with GAAP (subject to normal year-end adjustments and the absence of
            footnotes).

             (k) OFFICER'S CERTIFICATE. SECTION 7.1(C) is amended to add the
     following  parenthetical to such section at the end of CLAUSE (I) of such
     section:

            (except in the case of certificates accompanying monthly financial
            statements required to be delivered pursuant to Section 7.1(b) with
            respect to months ending on or before November 30, 2000)

             (l) FINANCIAL COVENANTS. SECTION 7.2 is deleted in its entirety and
     replaced with the following provisions:

                 (a) LEVERAGE RATIO. The Leverage Ratio, for the twelve month
            period ending as of each date set forth below, shall be less than or
            equal to the applicable ratio set forth below opposite such date:

                  TWELVE MONTHS
                      ENDING                                RATIO
                  --------------                            -----
                  March 31, 2000                            6.00 to 1.00
                  June 30, 2000                             6.00 to 1.00
                  September 30, 2000                        6.50 to 1.00

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<PAGE>
                  December 31, 2000                         6.75 to 1.00
                  January 31, 2001 and
                  Each Twelve Month
                  Period Ending Thereafter                  3.50 to 1.00.

                 (b) INTEREST COVERAGE RATIO. The Interest Coverage Ratio, for
            the twelve month period ending as of each date set forth below,
            shall be greater than or equal to the applicable ratio set forth
            below opposite such date:

                  TWELVE MONTHS
                      ENDING                                RATIO
                  --------------                            -----
                  March 31, 2000                            1.50 to 1.00
                  June 30, 2000                             1.50 to 1.00
                  September 30, 2000                        1.25 to 1.00
                  December 31, 2000                         1.25 to 1.00
                  January 31, 2001 and
                  Each Twelve Month
                  Period Ending Thereafter                  3.75 to 1.00.

                 (c) FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage
            Ratio, for the twelve month period ending as of each date set forth
            below, shall be greater than or equal to the applicable ratio set
            forth below opposite such date:

                  TWELVE MONTHS
                      ENDING                                RATIO
                  --------------                            -----
                  March 31, 2000                            .50 to 1.00
                  June 30, 2000                             .50 to 1.00
                  September 30, 2000                        .40 to 1.00
                  December 31, 2000                         .40 to 1.00
                  January 31, 2001 and
                  Each Twelve Month
                  Period Ending Thereafter                  1.10 to 1.00.

                  (m) CAPITAL EXPENDITURES. CLAUSE (B) of SECTION 8.14 is
amended to delete the figure "$13,000,000" which appears in such clause and to
replace such figure with the figure "$10,000,000".

2. CONDITIONS PRECEDENT. The effectiveness of this Amendment is subject to
receipt by the Administrative Agent of each of the following:

                  (a) counterparts to this Amendment duly executed by each of
             the Credit Parties and the Required Lenders;

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<PAGE>

                  (b) certified copies of resolutions or similar authorizations
             of each Credit Party approving and adopting this Amendment, the
             transactions contemplated herein and authorizing such Credit
             Party's execution and delivery hereof;

                  (c) an opinion or opinions from counsel to the Credit Parties
             with respect to this Amendment, in form and substance satisfactory
             to the Administrative Agent, addressed to the Administrative Agent
             on behalf of the Lenders and dated as of the date hereof; and

                  (d) the "Amendment Fee" referred to and described in
             PARAGRAPH 3 hereof, for the benefit of each Lender.

3. AMENDMENT FEE. The Borrower agrees to pay in cash or other immediately
available funds, on or before March 22, 2000, to the Administrative Agent for
the account of each Lender that executes this Amendment on or before such date,
a fee equal to the product of each such Lender's Commitment (determined after
giving effect to this Amendment) multiplied by .35%; provided, however, the
Borrower shall have no obligation to pay any such fee until this Amendment has
been executed and delivered by the Required Lenders (which fees shall be
thereupon fully-earned and non-refundable).

4. GOOD STANDING CERTIFICATES. Within 30 days after the date hereof, the
Borrower shall deliver to the Administrative Agent copies of certificates of
good standing, existence or their equivalent with respect to each Credit Party,
certified as of a recent date by the appropriate Governmental Authorities of the
state or other jurisdiction of such Credit Party's formation.

5. RATIFICATION OF CREDIT AGREEMENT. The term "Credit Agreement" as used in each
of the Credit Documents shall hereafter mean the Credit Agreement as amended and
modified by this Amendment. Except as herein specifically agreed, the Credit
Agreement, as amended by this Amendment, is hereby ratified and confirmed and
shall remain in full force and effect according to its terms, including, without
limitation, the liens granted pursuant to the Collateral Documents.

6. AUTHORITY/ENFORCEABILITY. Each of the Credit Parties, the Administrative
Agent and the Lenders  represents and warrants as follows:

                  (a) It has taken all necessary action to authorize the
             execution, delivery and performance of this Amendment.

                  (b) This Amendment has been duly executed and delivered by
             such Person and constitutes such Person's legal, valid and binding
             obligations, enforceable in accordance with its terms, except as
             such enforceability may be subject to (i) bankruptcy, insolvency,
             reorganization, fraudulent conveyance or transfer, moratorium or
             similar laws affecting creditors' rights generally and (ii) general
             principles of equity (regardless of whether such enforceability is
             considered in a proceeding at law or in equity).

                  (c) No consent, approval, authorization or order of, or
             filing, registration or qualification with, any court or
             governmental authority or third party is required in connection
             with the execution, delivery or performance by such Person of this
             Amendment (other than that which may have been previously
             obtained).

                                       6
<PAGE>

7. NO DEFAULT. The Credit Parties represent and warrant to the Lenders that (a)
the representations and warranties of the Credit Parties set forth in SECTION 6
of the Credit Agreement (as amended by this Amendment) are true and correct in
all material respects as of the date hereof, (b) no event has occurred and is
continuing which constitutes a Default or an Event of Default and (c) they have
no claims, counterclaims, offsets, credits (other than any credit for
overpayment of interest or fees under the Credit Documents of which the Credit
Parties have no knowledge as of the date hereof (each an "Overpayment Credit"))
or defenses to their obligations under the Credit Documents or to the extent
they have any (other than any Overpayment Credit) they are hereby released in
consideration of the Lenders entering into this Amendment.

8. COUNTERPARTS/TELECOPY. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument. Delivery of
executed counterparts of this Amendment by telecopy shall be effective as an
original and shall constitute a representation that an original shall be
delivered.

9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

                                     * * * *

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<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered and this Amendment shall be
effective as of the date first above written.

BORROWER:                              DAVEL FINANCING COMPANY, L.L.C.,
                                       a Delaware limited liability company

                                       By: DAVEL COMMUNICATIONS, INC.,
                                           its sole managing member


                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

PARENT GUARANTOR:                      DAVEL COMMUNICATIONS, INC.,
                                       a Delaware corporation

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________


SUBSIDIARY GUARANTORS:                 DAVEL COMMUNICATIONS GROUP, INC.,
                                       an Illinois corporation

                                       PEOPLES TELEPHONE COMPANY, INC.,
                                       a New York corporation

                                       PEOPLES TELEPHONE COMPANY, INC.,
                                       a New Hampshire corporation

                                       PEOPLES COLLECTORS, INC.,
                                       a Delaware corporation

                                       PTC CELLULAR, INC.,
                                       a Delaware corporation

                                       PTC SECURITY SYSTEMS, INC.,
                                       a Florida corporation

                                       TELELINK TELEPHONE SYSTEMS, INC.,
                                       a Georgia corporation

                                       SILVERADO COMMUNICATIONS CORP.,
                                       a Colorado corporation

                     Signature Page to Second Amendment to
                                Credit Agreement
<PAGE>


                                       PEOPLES ACQUISITION CORP.,
                                       a Pennsylvania corporation

                                       TELALEASING ENTERPRISES, INC.,
                                       an Illinois corporation

                                       ADTEC COMMUNICATIONS, INC.,
                                       a Florida corporation

                                       INTERSTATE COMMUNICATIONS, INC.,
                                       a Georgia corporation

                                       T.R.C.A., INC.,
                                       an Illinois corporation

                                       DAVELTEL, INC.,
                                       an Illinois corporation

                                       DAVEL MEXICO, LTD.,
                                       an Illinois corporation

                                       COMMUNICATIONS CENTRAL INC.,
                                       a Georgia corporation

                                       CENTRAL PAYPHONE SERVICES, INC.,
                                       a Georgia corporation

                                       COMMUNICATIONS CENTRAL
                                       OF GEORGIA, INC.,
                                       a Georgia corporation

                                       INVISION TELECOM, INC.,
                                       a Georgia corporation

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________


                               Signature Page to
                      Second Amendment to Credit Agreement
<PAGE>

AGENT:
-----                                  BANK OF AMERICA, N.A. (FORMERLY,
                                       NATIONSBANK, N.A.),
                                       in its capacities as the
                                       Administrative Agent and Collateral
                                       Agent



                                       By: _______________________________
                                           Name: _________________________
                                           Title: ________________________

                     Signature Page to Second Amendment to
                                Credit Agreement


<PAGE>


LENDERS:
-------                                BANK OF AMERICA, N.A. (FORMERLY,
                                       NATIONSBANK, N.A.),
                                       individually in its capacity as a
                                       Lender, and in its capacity as the
                                       Issuing Lender

                                       By: _______________________________
                                           Name: _________________________
                                           Title: ________________________


                               Signature Page to
                      Second Amendment to Credit Agreement
<PAGE>

                                       THE CHASE MANHATTAN BANK

                                       By: _________________________________
                                           Name: ___________________________
                                           Title: __________________________


                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>

                                       THE BANK OF NEW YORK

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________


                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>

                                       FLEET BANK, N.A.

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement
<PAGE>


                                       LASALLE BANK, NATIONAL ASSOCIATION
                                       (AS SUCCESSOR TO LASALLE NATIONAL BANK)

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement


<PAGE>

                                       U.S. BANK NATIONAL ASSOCIATION

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement


<PAGE>

                                       CREDIT AGRICOLE INDOSUEZ

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________


                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>


                                       BANK ONE N.A. (AS SUCCESSOR TO THE FIRST
                                       NATIONAL BANK OF CHICAGO)

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement


<PAGE>

                                       PNC BANK, NATIONAL ASSOCIATION

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>

                                       ALLSTATE LIFE INSURANCE COMPANY

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________


                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement


<PAGE>

                                       HELLER FINANCIAL, INC.

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>


                                       PARIBAS

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________



                                        By:  _________________________________
                                             Name: ___________________________
                                             Title: __________________________


                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>


                                       EATON VANCE SENIOR INCOME TRUST

                                       By: EATON VANCE MANAGEMENT,
                                           as Investment Advisor

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement


<PAGE>


                                       SENIOR DEBT PORTFOLIO

                                       By: BOSTON MANAGEMENT AND RESEARCH, as
                                           Investment Advisor

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: ____________________________


                               Signature Page to
                      Second Amendment to Credit Agreement


<PAGE>


                                       OXFORD STRATEGIC INCOME FUND

                                       By: EATON VANCE MANAGEMENT, as Investment
                                           Advisor

                                       By: _________________________________
                                           Name: ___________________________
                                           Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>

                                       VAN KAMPEN SENIOR FLOATING
                                       RATE FUND

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>

                                       KZH CYPRESSTREE-1 LLC

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>


                                       CYPRESSTREE INVESTMENT FUND, LLC

                                       By: CYPRESSTREE INVESTMENT MANAGEMENT
                                           COMPANY, INC., its Managing Member

                                       By: _________________________________
                                           Name: ___________________________
                                           Title: __________________________

                                       CYPRESSTREE INSTITUTIONAL FUND, LLC

                                       By: CYPRESSTREE INVESTMENT MANAGEMENT
                                           COMPANY, INC., its Managing Member

                                       By: _________________________________
                                           Name: ___________________________
                                           Title: __________________________

                                       NORTH AMERICAN SENIOR FLOATING RATE FUND

                                       By: CYPRESSTREE INVESTMENT MANAGEMENT
                                           COMPANY, INC., as Portfolio Manager

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

<PAGE>


                                       MORGAN STANLEY DEAN WITTER
                                       PRIME INCOME TRUST

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                               Signature Page to
                      Second Amendment to Credit Agreement

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                                       DRESDNER BANK AG, NEW YORK AND
                                       GRAND CAYMAN BRANCHES

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________



                               Signature Page to
                      Second Amendment to Credit Agreement




<PAGE>

                                       EQUITY GROUP INVESTMENTS LLC

                                       By:  _________________________________
                                            Name: ___________________________
                                            Title: __________________________



                               Signature Page to
                      Second Amendment to Credit Agreement