EXHIBIT 3.1

                  CERTIFICATE OF INCORPORATION

                                OF

                          ELCOTEL, INC.

(As amended thru June 23, 1998)



          FIRST  -  The name of this Corporation is Elcotel, Inc.

          SECOND  -  Its registered office in the State of Delaware
is to be located at Corporation Trust Center, 1209 Orange Street,
in the City of Wilmington, County of New Castle.  The Registered
Agent in charge thereof is Corporation Trust Company.

          THIRD  - The nature of business and, the objects and
purposes proposed to be transacted, promoted and carried on, are to
do any or all the things therein mentioned, as fully and to the
same extent as natural persons might or could do, and in any part
of the world, viz:

               "The purpose of the corporation is to
               engage in any lawful act or activity for
               which corporations may be organized under
               the General Corporation Law of Delaware."

          FOURTH  -  The amount of total authorized capital stock
of this Corporation is Thirty Million (30,000,000) shares of Common
Stock, $.01 par value per share.

          FIFTH  - The name and mailing address of the
incorporation is as follows:

                    Name                Mailing Address
                    ----                ---------------
                    Mary Loughlin       Suite 3600
                                        1600 Market Street
                                        Philadelphia, PA 19103

          SIXTH  - The Directors shall have power to adopt, amend
or repeal the Bylaws; to fix the amount to be reserved as working
capital, and to authorize and cause to be executed, mortgages and
liens without limit as to the amount, upon the property and
franchise of this Corporation.

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          With the consent in writing, and pursuant to a vote of
the holders of a majority of the capital stock issued and
outstanding, the Directors shall have authority to dispose, in any
manner, of the whole property of this Corporation.

          The stockholders and Directors of this Corporation shall
have the right to inspect the books and records of this Corporation
in accordance with the Delaware General Corporation Law.

          The stockholders and Directors shall have power to hold
their meetings and keep the books, documents and papers of this
Corporation outside the State of Delaware, at such places as may be
from time to time designated by the Bylaws or by resolution of the
stockholders or Directors, except as otherwise required by the laws
of Delaware.

          SEVENTH  - A Director of this Corporation shall not be
personally liable to this Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a Director, except
for liability to the extent provided by applicable law (i) for any
breach of the Director's duty of loyalty to this Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived any improper
personal benefit.  If the Delaware General Corporation Law is
hereafter amended to authorize the further limitation or
elimination of the liability of a Director, then the liability of
a Directors of this Corporation shall be limited or eliminated to
the fullest extent permitted by the amended Delaware General
Corporation Law.

          Any modification or repeal of the foregoing paragraph by
the stockholders of this Corporation shall not adversely affect any
right or protection of a Director of this Corporation existing at
the time of such repeal or modification.