SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (date of earliest event reported): April 12, 2000

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

           Delaware                  000-15205            592518405
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(State or other jurisdiction        (Commission           (IRS Employer
      of incorporation)             File Number)          Identification No.)

6428 Parkland Drive, Sarasota, Florida                    34243
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(Address of principal executive offices)                  (Zip Code)

                         Registrant's telephone number,
                       including area code: (941) 758-0389



Item 5.  Other Events

      As previously  disclosed in its Form 10-Q for the quarter  ended  December
31, 1999,  Elcotel,  Inc. (the  "Company")  reached an agreement in principle to
enter into a forbearance  agreement with its bank that would modify the terms of
the loan agreements with its bank (the "Loan Agreements").

      On April 12, 2000, the Company entered into a Forbearance and Modification
Agreement  (the  "Forbearance  Agreement")  that  modified the terms of its Loan
Agreements.  Under the terms of the Forbearance Agreement,  the maturity date of
indebtedness outstanding under the Loan Agreements was changed to July 31, 2000,
the annual  interest  rate under the Loan  Agreements  was  increased to two and
one-half  percentage  points above the prime  interest  rate,  and the Company's
ability to borrow  additional funds under a $2.0 million export revolving credit
line (none of which was borrowed as of such date) and a $1.5  million  equipment
credit line ($281,000 of which was borrowed as of such date) was  cancelled.  In
addition,  the Forbearance  Agreement permits a $2.8 million overadvance through
June 30, 2000 of indebtedness  outstanding under a $10.0 million working capital
revolving  credit line and a $4.0 million  installment  note, and a $1.5 million
overadvance  thereafter based on the value of collateral  consisting of eligible
accounts receivable and inventories.  The Forbearance Agreement only permits the
Company to borrow additional funds under the $10.0 million revolving credit line
to the extent that it repays  debt  outstanding  on the date of the  Forbearance
Agreement  and the Company is in  compliance  with the terms of the  Forbearance
Agreement. As of April 12, 2000 and the date hereof, the Company was not able to
borrow  any  additional  funds  under  the terms of the  Forbearance  Agreement.
Overadvances, as defined in the Forbearance Agreement, approximated $2.3 million
at March 31, 2000 and April 12,  2000.  There is no  assurance  that the Company
will be able to satisfy the overadvance provision in the Forbearance Agreement.

      Also,  as  previously  disclosed,  the Company is  attempting to secure an
asset based  financing  line and  additional  equity capital or other sources of
funding to refinance the outstanding indebtedness under the Loan Agreements. The
Company has  received  proposals  with  respect  thereto and  believes  that its
efforts will be  successful.  However,  there is no assurance that the Company's
efforts will be  successful,  or if  successful,  that such  financing  would be
available on favorable  terms. In addition,  there is no assurance that any such
financing   would  provide  the  funding   required  to  refinance   outstanding
indebtedness  and fund  continued  net  operating  losses  and  other  liquidity
requirements. If the Company's efforts to secure additional capital and/or other
sources of financing are not successful, the Company may be forced to reduce its
product development efforts,  slow down the launch of its public access Internet
appliance  products  and take  other  actions  that  may  adversely  affect  the
Company's  growth  potential  and future  prospects.  Further,  if the Company's
efforts to raise  additional  capital  and/or other sources of financing are not
successful, the Company could experience difficulties meeting its obligations as
they become due.  Accordingly,  there is no assurance  that the  Company's  cash
resources will be sufficient to meet its anticipated  cash needs for operations,
working capital and capital  expenditures  for the next twelve months unless the
Company is able to successfully  raise  additional  capital and/or  financing on
satisfactory terms. Furthermore,  there is no assurance that the Company will be
able to complete  any  transaction  in which it raises such  additional  capital
prior to the expiration date or any default in the overadvance  provision of the
Forbearance Agreement.


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                                   SIGNATURES

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

                                                   ELCOTEL, INC.

Date: May 1, 2000                                  By: /s/ William H. Thompson
                                                      --------------------------
                                                      William H. Thompson
                                                      Senior Vice President,
                                                      Administration and Finance


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