EXHIBIT 10.1

                            ELCOTEL, INC.

                      1991 STOCK OPTION PLAN
              (as amended through December 5, 1997)


     1.   Definitions
          -----------
          As used in this Plan, the following definitions apply to
the terms indicated below:

          A.   "Board" means the Board of Directors of the Company.
                
          B.   "Committee" means the Compensation and Stock Option
Committee appointed by the Board from time to time to administer
the Plan. The Committee shall consist of at least two persons, who
shall be directors of the Company and who shall not be or have been
granted or awarded, while serving on the Committee or within one
year prior thereto, stock, stock options, or stock appreciation
rights pursuant to any plan of the Company or any of its affiliates
except a plan that provides for formula grants or awards.

          C.   "Company" means Elcotel, Inc., a Delaware corporation.

          D.   "Fair Market Value" of a Share on a given day means,
if the Shares are traded in a public market, the mean between the
highest and lowest quoted selling prices of a Share as reported on
the principal securities exchange on which the Shares are then
listed or admitted to trading, or if not so reported, the mean
between the highest and lowest quoted selling prices of a Share, or
the mean between the highest asked price and the lowest bid price
as the case may be, as reported on the National Association of
Securities Dealers Automated Quotation System.  If the Shares shall
not be so traded, the Fair Market Value shall be determined by the
Committee taking into account all relevant facts and circumstances.

          E.   "Grantee" means a person who is either an Optionee
or an Optionee-Shareholder.

          F.   "Incentive Stock Option" means an option, whether
granted under this Plan or otherwise, that qualifies as an
incentive stock option within the meaning of Section 422 of the
Internal Revenue Code.

          G.   "Option" means a right to purchase Shares under the
terms and conditions of this Plan as evidenced by an option
certificate or agreement for Shares in such form, not inconsistent
with this Plan, as the Committee may adopt for general use or for
specific cases from time to time.

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          H.   "Optionee" means a person other than an Optionee-Shareholder
to whom an option is granted under this Plan.

          I.   "Optionee-Shareholder" means a person to whom an
option is granted under this Plan and who at the time such option
is granted owns, actually or constructively, stock of the Company
or of a Parent or Subsidiary possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the
Company or of such Parent or Subsidiary.

          J.   "Nonqualified Option" means an Option that is not an
Incentive Stock Option.

          K.   "Parent" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company if, at the time of granting an Option, each of the
corporations in the unbroken chain (other than the Company) owns
stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other
corporations in the chain.

          L.   "Plan" means this Elcotel, Inc. 1991 Stock Option
Plan, including any amendments to the Plan.

          M.   "Share" means a share of the Company's common stock,
par value $.01 per share, either now or hereafter owned by the
Company as treasury stock or authorized but unissued.

          N.   "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if, at the time of granting an Option, each of the
corporations in the unbroken chain (other than the last corporation
in the chain) owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of
the other corporations in the chain.

          O.   Options shall be deemed "granted" under this Plan on
the date on which the Committee, by appropriate action, approves
the grant of an Option hereunder or on such subsequent date as the
Committee may designate.

          P.   As used herein, the masculine includes the feminine,
the plural includes the singular, and the singular includes the
plural.

     2.   Purpose
          -------
          The purposes of the Plan are as follows.

          A.   To secure for the Company and its shareholders the
benefits arising from share ownership by those officers and key 
employees of the Company and its Subsidiaries who will be
responsible for the Company's future growth and continued success.

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The Plan is intended to provide an incentive to officers and key
employees by providing them with an opportunity to acquire an
equity interest or increase an existing equity interest in the
Company, thereby increasing their personal stake in its continued
success and progress.

          B.   To enable the Company and its Subsidiaries to obtain
and retain the services of key employees, by providing such key
employees with an opportunity to acquire Shares under the terms and
conditions and in the manner contemplated by this Plan.

     3.   Plan Adoption and Term
          ----------------------
          A.   This Plan shall become effective upon its adoption
by the Board, and Options may be issued upon such adoption and from
time to time thereafter; provided, however, that the Plan  shall be
submitted to the Company's shareholders for their approval at the
next annual meeting of shareholders, or prior thereto at a special
meeting of shareholders expressly called for such purpose; and
provided further, that the approval of the Company's shareholders
shall be obtained within 12 months of the date of adoption of the
Plan.  If the Plan is not approved by the affirmative vote of the
holders of a majority of all shares present in person or by proxy,
at a duly called shareholders' meeting at which a quorum
representing a majority of all voting stock is present in person or
by proxy and voting on this Plan, then this Plan and all Options
then outstanding under it shall  forthwith automatically terminate
and be of no force and effect.

          B.   Subject to the provisions hereinafter contained
relating to amendment or discontinuance, this Plan shall continue
to be in effect for ten (10) years from the date of adoption of
this Plan by the Board.  No Options may be granted hereunder except
within such period of ten (10) years.

     4.   Administration of Plan
          ----------------------
          A.   This Plan shall be administered by the Committee. 
Except as otherwise expressly provided in this Plan, the Committee
shall have authority to interpret the provisions of the Plan, to
construe the terms of any Option, to prescribe, amend and rescind
rules and regulations relating to the Plan, to determine the terms
and provisions of Options granted hereunder, and to make all other
determinations in the judgment of the Committee necessary or
desirable for the administration of the Plan.  Without limiting the
foregoing, the Committee shall, to the extent and in the manner
contemplated herein, exercise the discretion granted to it to
determine to whom Incentive Stock Options and Non-qualified Options
shall be granted, how many Shares shall be subject to each such
Option, whether a Grantee shall be required to surrender for
cancellation an outstanding Option as a condition to the grant of
a new Option, and the prices at which Shares shall be sold to
Grantees.  The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan or in any
Option in the manner and to the extent it shall deem expedient to
carry the Plan into effect and shall be the sole and final judge of
such expediency.

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          B.   No member of the Committee shall be liable for any
action taken or omitted or any determination made by him in good
faith relating to the Plan, and the Company shall indemnify and
hold harmless each member of the Committee and each other director
or employee of the Company to whom any duty or power relating to
the administration or interpretation of the Plan has been delegated
against any cost or expense (including counsel fees) or liability
(including any sum paid in settlement of a claim with the approval
of the Committee) arising out of any act or omission  in connection
with the Plan, unless arising out of such person's own fault or bad
faith.

          C.   Any power granted to the Committee either in this
Plan or by the Board, may at any time be exercised by the Board,
and any determination by the Committee shall be subject to review
and approval or reversal or modification by the Board.

     5.   Eligibility
          -----------
          Officers and key employees of the Company and its
Subsidiaries shall be eligible for selection by the Committee to be
granted Options.  An employee who has been granted an Option may,
if he or she is otherwise eligible, be granted an additional Option
or Options if the Committee shall so determine.

     6.   Options
          -------
          A.   Subject to adjustment as provided in Paragraph 13
hereof, Options may be granted pursuant to the Plan for the
purchase of not more than 2,100,000 Shares; provided, however, that
if prior to the termination of the Plan, an Option shall expire or
terminate for any reason without having been exercised in full, the
unpurchased Shares subject thereto shall again be available for the
purposes of the Plan.

          B.   The aggregate fair market value (determined as of
the time Options are granted) of the stock with respect to which
Incentive Stock Options may be or become exercisable for the first
time by a Grantee during any calendar year (whether granted under
this Plan or any other plan of the Company or any Parent or
Subsidiary corporation) shall not exceed $100,000.  To the extent
an Incentive Stock Option may be or become exercisable in violation
of this limitation, it shall be deemed to be a Nonqualified Option.

     7.   Option Price
          ------------
          The purchase price per Share deliverable upon the
exercise of an Option shall be determined by the Committee, but
shall not be less than the greater of:

               (1)  100% of the Fair Market Value of such Share on
the date the Option is granted (110% of the Fair Market Value of
such Share on the date an Incentive Stock Option is granted to an
Optionee-Shareholder), and 

               (2)  $0.75.

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     8.   Duration of Options
          -------------------
          Each Option and all rights thereunder shall expire and
the Option shall no longer be exercisable on a date not later  than
five (5) years from the date on which the Option was granted. 
Options may expire and cease to be exercisable on such earlier date
as the Committee may determine at the time of grant.  Options shall
be subject to termination before their expiration date as provided
herein.

     9.   Conditions Relating to Exercise of Options
          ------------------------------------------
          A.   The Shares subject to any Option may be purchased at
any time during the term of the Option, unless, at the time an 
Option is granted, the Committee shall have fixed a specific period
or periods in which exercise must take place.  To the extent an
Option is not exercised when it becomes initially exercisable, or
is exercised only in part, the Option or remaining part thereof
shall not expire but shall be carried forward and shall be
exercisable until the expiration or termination of the Option. 
Partial exercise as to whole Shares is permitted from time to time,
provided that no partial exercise of an Option shall be for a
number of Shares having a purchase price of less than $100.

          B.   No Option shall be transferable by the Grantee
thereof other than by will or by the laws of descent and
distribution, and Options shall be exercisable during the lifetime
of a Grantee only by such Grantee or, to the extent that such
exercise would not prevent an Option from qualifying as an
Incentive Stock Option under the Internal Revenue Code, by his or
her guardian or legal representative.

          C.   Certificates for Shares purchased upon exercise of
Options shall be issued either in the name of the Grantee or in the
name of the Grantee and another person jointly with the right of
survivorship.  Such certificates shall be delivered as soon as
practical following the date the Option is exercised.

          D.   An Option shall be exercised by the delivery to the
Company at its principal office, to the attention of its Secretary,
of written notice of the number of Shares with respect to which the
Option is being exercised, and of the name or names in which the
certificate for the Shares is to be issued, and by paying the
purchase price for the Shares.  The purchase price shall be paid in
cash or by certified check or bank cashier's check.  Alternatively,
to the extent permitted by the Committee and in its sole
discretion, the purchase price may be paid by delivering to the
Company:

               (1)   Shares (in proper form for transfer and
accompanied by all requisite stock transfer tax stamps or cash in
lieu thereof) owned by the Grantee having a Fair Market Value equal
to the purchase price; or

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               (2)  a notarized statement attesting to ownership of
the number of Shares which are intended to be used at Fair Market
Value to pay the purchase price, with the certificate number(s)
thereof, and requesting that only the incremental number of Shares
as to which the Option is being exercised be issued by the Company.

          E.   Notwithstanding any other provision in this Plan, no
Option may be exercised unless and until (i) this Plan has been
approved by the shareholders of the Company, and (ii) the Shares to
be issued upon the exercise thereof have been registered under the
Securities Act of 1933 and applicable state securities laws, or
are, in the opinion of counsel to the Company, exempt from such
registration.  The Company shall not be under any obligation to
register under applicable Federal or state securities laws any
Shares to be issued upon the exercise of an Option granted
hereunder, or to comply with an appropriate exemption from
registration under such laws in order to permit the exercise of an
Option or the issuance and sale of Shares subject to such Option. 
If the Company chooses to comply with such an exemption from
registration, the certificates for Shares issued under the Plan,
may, at the direction of the Committee, bear an appropriate
restrictive legend restricting the transfer or pledge of the Shares
represented thereby, and the Committee may also give appropriate
stop-transfer instructions to the transfer agent of the Company.

          F.   Any person exercising an Option or transferring or
receiving Shares shall comply with all regulations and requirements
of any governmental authority having jurisdiction over the
issuance, transfer or sale of securities of the Company or over the
extension of credit for the purposes of purchasing or carrying any
margin securities, or the requirements of any stock exchange on
which the Shares may be listed, and as a condition to receiving any
Shares, shall execute all such instruments as the Committee in its
sole discretion may deem necessary or advisable.

          G.   Each Option shall be subject to the requirement that
if the Committee shall determine that the listing, registration or
qualification of the Shares subject to such Option upon any
securities exchange or under any state or Federal law, or the
consent or approval of any governmental or regulatory body, is
necessary or desirable as a condition of, or in connection with,
the granting of such Option or the issuance or purchase of Shares
thereunder, such Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or
approval shall have been effective or obtained free of any
conditions not acceptable to the Committee.

     10.  Effect of Termination of Employment or Death
          --------------------------------------------
          A.   In the event of termination of a Grantee's
employment by reason of such Grantee's death, disability, or
retirement  with the consent of the Board or in accordance with an
applicable retirement plan, any outstanding Option held by such
Grantee shall, notwithstanding the extent to which such Option was
exercisable prior to termination of employment, immediately become

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exercisable as to the total number of Shares purchasable
thereunder.  Any such Option shall remain so exercisable at any
time prior to its expiration date or, if earlier, the first
anniversary of termination of the Grantee's employment.

          B.   In the event of termination of a Grantee's
employment for any reason other than death, disability, or
retirement with the consent of the Board or in accordance with an
applicable retirement plan, all rights of any kind under any
outstanding Option held by such Grantee shall immediately lapse and
terminate, except that the Committee may, in its discretion, elect
to permit exercise for a period ending on the earlier of the
expiration date of the Option and a date thirty days after the
termination of employment as to the total number of Shares
purchasable under the Option as of the date of the termination.

          C.   Whether an authorized leave of absence or absence in
military or government service shall constitute termination of
employment shall be determined by the Committee.  Transfer of
employment between the Company and a Subsidiary corporation or
between one Subsidiary corporation and another shall not constitute
termination of employment.

     11.  No Special Employment Rights
          ----------------------------
          Nothing contained in the Plan or in any Option shall
confer upon any Grantee any right with respect to the continuation
of his or her employment by the Company or a Subsidiary or
interfere in any way with the right of the Company or a Subsidiary,
subject to the terms of any separate employment agreement to the
contrary, at any time to terminate such employment or to increase
or decrease the compensation of the Grantee from the rate in
existence at the time of the grant of an Option.

     12.  Rights as a Shareholder
          -----------------------
          The Grantee of an Option shall have no rights as a
shareholder with respect to any Shares covered by an Option until 
the date of issuance of a certificate to him for such Shares.
Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record
date occurs prior to the date of issuance of such certificate.

     13.  Anti-dilution Provision
          -----------------------
          A.   In case the Company shall (i) declare a dividend or
dividends on its Shares payable in shares of its capital stock,
(ii) subdivide its outstanding Shares, (iii) combine its
outstanding Shares into a smaller number of Shares, or (iv) issue
any shares of capital stock by reclassification of its Shares
(including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing
corporation), the number of Shares authorized under the Plan will
be adjusted proportionately.  Similarly, in any such event, there
will be a proportionate adjustment in the number of Shares subject
to unexercised Options (but without adjustment to the aggregate
option price).

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<PAGE>

          B.   In the event of any kind of transaction which may
constitute a change in control of the Company, the Committee, with
the approval of the majority of the members of the Board who are
not then holding Options, may modify any and all outstanding
Options so as to accelerate, as a consequence of or in connection
with such transaction, a Grantee's right to exercise any such
Option.  Notwithstanding the foregoing, if the operation of this
Paragraph 13B would cause an Option to become exercisable in such
a way as to violate Paragraph 6B hereof, the exercisability of such
Option shall be delayed as necessary to avoid such a violation.

     14.  Withholding Taxes
          -----------------
          Whenever an Option is to be exercised under the Plan, the
Company shall have the right to require the Grantee, as a 
condition of exercise of the Option, to remit to the Company an
amount sufficient to satisfy the Company's (or a Subsidiary's)
Federal, state and local withholding tax obligation, if any, that
will, in the sole opinion of the Committee, result from the
exercise.  In addition, the Company shall have the right, at the
sole discretion of the Committee, to satisfy any such withholding
tax obligation by retention of Shares issuable upon such exercise
having a Fair Market Value on the date of exercise equal to the
amount to be withheld.

     15.  Amendment of the Plan
          ---------------------
          The Board may at any time and from time to time terminate
or modify or amend the Plan in any respect, except that, without
shareholder approval, the Board may not (a) increase the number of
Shares which may be issued under the Plan, or (b) modify the
requirements as to eligibility for participation under the Plan. 
The termination or modification or amendment of the Plan shall not,
without the consent of a Grantee, affect his rights under an Option
previously granted to him or her.  With the consent of the Grantee,
the Board may amend outstanding Options in a manner not
inconsistent with the Plan.

     16.  Miscellaneous
          -------------
          A.   It is expressly understood that this Plan grants
powers to the Committee but does not require their exercise; nor 
shall any person, by reason of the adoption of this Plan, be deemed
to be entitled to the grant of any Option; nor shall any rights
begin to accrue under the Plan except as Options may be granted
hereunder.

          B.   All expenses of the Plan, including the cost of
maintaining records, shall be borne by Company.

     17.  Governing Law
          -------------
          This Plan and all rights hereunder shall be governed by
and interpreted in accordance with the laws of the State of
Delaware.

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