UNITED STATES
                                 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-K/A
                                AMENDMENT NO. 2

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 1997.

Commission File No. 0-15205

                                 ELCOTEL, INC.
             (Exact name of registrant as specified in its charter)

        Delaware                                             59-2518405
-------------------------------                           -------------------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)

                 6428 Parkland Drive, Sarasota, Florida 34243
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)
                                  
                                (941) 758-0389
             ----------------------------------------------------
             (Registrant's telephone number, including area code)

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:
                                                            
                                Title of Class                                  
                                --------------

                         Common Stock, $.01 par value                           


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.  [    ]

The aggregate market value of the voting and non-voting common equity (which
consists solely of shares of Common Stock) held by non-affiliates of the
registrant as of June 16, 1997, computed by reference to the price at which
the registrant's Common Stock, as quoted by the National Market System of
NASDAQ, was sold on such date, was approximately $33,741,000.  Shares of Common
Stock held be each officer, director and holder of 5% or more of the outstanding
Common Stock have been excluded in that such persons may be deemed to be
affiliates.  This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

The number of shares of the registrant's Common Stock outstanding as of
June 16, 1997 was 8,182,216.

<PAGE>
                   AMENDMENT NO. 2 TO ANNUAL REPORT ON FORM 10-K
                     FOR THE FISCAL YEAR ENDED MARCH 31, 1997

        The undersigned registrant hereby amends Item 14. Exhibits, Financial
Statement Schedules, and Reports on Form 8-K of its Annual Report on Form 10-K
for the fiscal year ended March 31, 1997 for the sole purpose of filing a
revised NOTE F - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES to the Notes
to Consolidated Financial Statements.

                                    PART IV
                                    -------

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
--------  -----------------------------------------------------------------

            (a)     (1)  Financial Statements:

                    The Financial Statements are listed in the index to
                    Consolidated Financial Statements on page F-1.

                    (2) Financial Statement Schedules:

                    All supporting schedules have been omitted because they
                    are not required or the information required to be set
                    forth therein is included in the financial statements or
                    the notes thereto.

                    (3) Exhibits:

                    The Exhibits are listed in the Index to Exhibits on
                    pages E-1 through E-3.

            (b)     Reports on Form 8-K.
                    --------------------

                    No reports on Form 8-K were filed during the quarter
                    ended March 31, 1997.


NOTE F - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

Accrued expenses and other current liabilities consist of the following:

                                                   March 31,
                                         -------------------------             
                                                1997         1996
                                            --------     --------
     Payroll, payroll taxes and severance   $    773     $    480
     Professional fees                           157          100
     Commissions to international
        representative                           188            6
     Interest expense                              3            6
     Warranty                                    295          311
     Income and other taxes                       45            7
     Customer advances                           144          214
     Other                                        10           10
                                            --------     --------
                                            $  1,615     $  1,134
                                            ========     ========


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.


                            SIGNATURES
			    ----------

					ELCOTEL, INC.

Dated:  July 9, 1997                    By:   /s/ Ronald M. Tobin
					-------------------------
					Ronald M. Tobin
					Chief Financial Officer

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