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): November 29, 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

      On November 29, 2000, Elcotel,  Inc. (the "Company") received notification
from the Nasdaq Stock Market,  Inc.  ("NASDAQ") that the Company's  common stock
has failed to  maintain a minimum  bid price of $1.00 per share over the last 30
consecutive  trading  days as  required  by  Marketplace  Rule  4450(a)(5)  (the
"Rule").  Therefore,  in accordance with  Marketplace  Rule  4310(c)(8)(B),  the
Company has 90 calendar days, or until  February 27, 2001, to regain  compliance
with the Rule.  If at any time before  February 27,  2001,  the bid price of the
Company's common stock is at least $1.00 for a minimum of 10 consecutive trading
days, Nasdaq will determine if the Company complies with the Rule.  However,  if
the  Company  is unable  to  demonstrate  compliance  with the Rule on or before
February  27, 2001,  Nasdaq will  provide the Company with written  notification
pursuant to  Marketplace  Rule 4815(b) that Nasadq has  determined to delist the
Company's  common  stock.  At that time,  the  Company  may  request a review of
Nasdaq's determination.

      As  disclosed  in the  Company's  Quarterly  Report  on Form  10-Q for the
quarter ended September 30, 2000, the Company is continuing its efforts to raise
additional equity capital and/or secure other sources of financing to facilitate
the restructuring of its bank indebtedness.  However,  there can be no assurance
that the  Company  will be able to secure  other  sources  of  financing,  raise
additional  equity capital or restructure  its bank  indebtedness.  Accordingly,
there  is no  assurance  that  the  Company  will  be able  to  continue  normal
operations.  In  addition,  even if the  Company's  efforts to raise  additional
financing  and/or  capital are  successful,  there is no assurance that any such
additional  financing  and/or  capital  would be  provided on terms that are not
onerous or that the percentage  ownership of the Company's current  stockholders
will be not be reduced substantially. If the Company is able to raise additional
equity  capital  and/or  secure other  sources of financing  to  facilitate  the
restructuring of its bank  indebtedness,  it believes,  but cannot assure,  that
such  developments  may have a  positive  effect on the bid price of its  common
stock, which might permit the Company to regain compliance with the Rule.


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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: December 6, 2000                             By: /s/ William H. Thompson
                                                      --------------------------
                                                      William H. Thompson
                                                      Senior Vice President,
                                                      Administration and Finance


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