10-K/A

               SECURITIES AND EXCHANGE COMMISSION
                   Washington, DC 20549
          
                         FORM 10-K/A
                    AMENDMENT NO. 2 TO
                          FORM 10-K
          
          ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
          OF THE SECURITIES AND EXCHANGE ACT OF 1934
          
                                              
For the fiscal year ended ended March 31, 1996.

Commission File Number 0-13627.

                   COMPUTER TELEPHONE CORP.                                 
(Exact name of registrant as specified in its charter)

 Massachusetts                              04-2731202
(State or other jurisdiction of         (IRS Employer    
incorporation or organization)       Identification No.)

360 Second Avenue, Waltham, Massachusetts      02154 
(Address of principal executive offices)     (Zip Code)

                      (617) 466-8080                                      
(Registrant's telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:
    None.

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

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     

Based on the closing sale price on June 12, 1996, the aggregate
market value of the voting stock held by non-affiliates of the
Registrant was approximately $90,469,000.

At June 12, 1996, 9,584,421 shares of the Registrant's Common
Stock were outstanding.




FORM 10K-A FOR THE PERIOD ENDED MARCH 31, 1996

                    SIGNATURES

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

                                COMPUTER TELEPHONE CORP.

                               /S/  ROBERT FABBRICATORE
                               ---------------------------
                                Robert Fabbricatore,
                                Chairman and CEO

                                /S/  JOHN D. PITTENGER 
                                ---------------------------
                                John D. Pittenger,
                                Vice President, Finance, Treasurer,
                                and Chief Financial Officer
Date: August 7, 1996

       Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the date indicated.


                                 /S/  ROBERT J. FABBRICATORE 
                                 --------------------------------
                                 Robert J. Fabbricatore, Chairman 

                                 /S/  PHILIP J. RICHER 
                                 --------------------------------
                                 Philip J. Richer, Director
                                                         
                                 /S/  ALPHONSE M. LUCCHESE
                                 --------------------------------        
                                  Alphonse M. Lucchese, Director

                                  /S/  RICHARD J. SANTAGATI
                                  -------------------------------
                                  Richard J. Santagati, Director

                                  /S/  J. RICHARD MURPHY 
                                 -------------------------------
                                  J. Richard Murphy, Director

Date: August 7, 1996

EX-27

 

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<FISCAL-YEAR-END>                   MAR-31-1996
<PERIOD-END>                        MAR-31-1996
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<SECURITIES>                            0
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