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): July 16, 2001

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

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

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

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




Item 5. Other Events

      On  January  22,  2001  (the  "Petition  Date"),  Elcotel,  Inc.  and  its
subsidiaries  (collectively  the  "Debtors")  filed  voluntary  petitions  under
chapter 11 of the United States  Bankruptcy Code in the United States Bankruptcy
Court for the Middle District of Florida (the "Bankruptcy  Court"),  which cases
are jointly administered under case numbers 01-01077 through 01-01079 (8C1) (the
"Chapter 11  Proceeding").  The Company is presently  operating  its business as
debtor-in-possession under the jurisdiction of the Bankruptcy Court.

      On July 16, 2001,  the Debtors filed a Joint Plan of  Reorganization  (the
"Plan") and a Disclosure  Statement  pursuant to Section 1125 of the  Bankruptcy
Code with respect to the Plan (the "Disclosure Statement"). Set forth below is a
description of the Plan.

                            DESCRIPTION OF THE PLAN

Classes of Claims

      The Plan  classifies  all claims  (except  administrative  and tax claims)
against  the  Debtors  and equity  interests  in each of the Debtors in five (5)
classes as follows:  (a) Bank Claims;  (b) Priority Claims; (c) Non-Bank Secured
Claims;  (d)  Unsecured  Claims;  and  (e)  Equity  Interests  in  the  Debtors.
Administrative  and tax  claims  against  the  Debtors  are not  classified  for
purposes  of  voting or  receiving  distribution  under  the Plan,  and would be
treated separately as unclassified  claims. Each Non-Bank Secured Claim would be
treated as a separate  class for purposes of voting and receiving  distributions
under the Plan.  Under the Plan,  all  classes of claims  against  the  Debtors,
except Priority Claims, are impaired.

      Under the Plan, the Debtors' senior secured lender, Bank of America,  N.A.
(the  "Bank")  would,  with  respect to allowed  Bank  Claims,  receive  (a) the
proceeds  from the  proposed  sale of the Debtors'  real estate  relating to its
headquarters in Sarasota,  Florida, and (b) a cash payment of $4,000,000 payable
from the  proceeds  of a new  revolving  credit  facility  that the  Debtors are
attempting to obtain (the "Revolving  Credit  Facility") and a subordinated note
in the  principal  amount of  $4,798,000  (the  "Subordinated  Bank Note").  The
Subordinated  Bank Note  would  accrue  interest  at a rate of 12% per annum and
mature on the sixth  anniversary  of the effective date of  consummation  of the
Plan (the "Effective Date").  Periodic interest payments would be made only when
the  ratio  of the  Debtors'  earnings  before  interest,  taxes,  amortization,
depreciation,  retention and incentive  bonuses and chapter 11 professional fees
("EBITDA") to senior interest  expense under the Revolving Credit Facility meets
or exceeds five (5) to one (1).

      Holders of allowed Priority Claims would be unimpaired under the Plan and,
pursuant to section 1124 of the Bankruptcy Code, all of the legal, equitable and
contractual  rights of such  holders in respect  of such  claims  would be fully
reinstated  and retained as though the Chapter 11 Proceeding  had not been filed
and the holders of such claims would be paid in full.

      Holders  of allowed  Non-Bank  Secured  Claims  shall  receive  one of the
following distributions: (a) the payment of such claims in full; (b) the sale or
disposition  proceeds of the property  securing such claims to the extent of the
value of their respective  interests in such property;  (c) the surrender to the


                                       2


holders of the property securing such claims; or (d) such other distributions as
would be necessary to satisfy the  requirements  of chapter 11 of the Bankruptcy
Code. The manner and treatment of each allowed Secured Claim would be determined
by the Debtors,  in their discretion,  on or before the confirmation date of the
Plan,  and upon notice to each  secured  creditor.  With  respect to any allowed
Non-Bank  Secured Claim that is based on a right of  recoupment or setoff,  such
treatment  would be  implemented by giving effect to such right of recoupment or
setoff.

      On the Effective Date,  holders of allowed  Unsecured Claims would receive
the number of shares of convertible  preferred stock of Elcotel to be authorized
under the Plan (the "Convertible Preferred Stock") equal to their pro rata share
thereof based on the proportion  that their allowed claims bear to the aggregate
amount of all allowed Unsecured Claims. The Convertible Preferred Stock would be
convertible  into  thirty  percent  (30%) of new  common  stock of Elcotel to be
authorized under the Plan (the "Common Stock") at the discretion of such holders
until  such  time the  Subordinated  Bank  Note is  satisfied.  The  Convertible
Preferred  Stock would accrue  interest at eight  percent (8%) per annum,  which
accrual  would  cease  upon the  initial  repayment  of any face  amount of such
Convertible  Preferred Stock.  Upon  satisfaction of the Subordinated Bank Note,
the holders of  Unsecured  Claims  would have the option to either (a) receive a
cash payout for the face amount of the  Convertible  Preferred  Stock,  together
with the accrued  interest,  or (b)  convert the face amount of the  Convertible
Preferred  Stock into their  proportionate  share of Common  Stock  representing
thirty  percent  (30%) of the  Common  Stock and  receive a cash  payment in the
amount of the accrued interest.

      On the Effective Date, Equity Interests in Elcotel's existing common stock
would be canceled and holders of allowed  Equity  Interests  in existing  common
stock would  receive pro rata shares of Common  Stock.  All Equity  Interests in
Elcotel's subsidiaries would be canceled.

      Subject to the provisions of the Plan,  holders of allowed claims incurred
by the Debtors on or after the Petition Date and before the Effective Date for a
cost or expense of  administration  in the  Chapter 11  Proceedings  entitled to
priority   under  sections   503(b)  and  507(a)(1)  of  the   Bankruptcy   Code
("Administrative Claims') would receive (i) the amount of such allowed claims in
a single cash  payment,  or (ii) such other  treatment  as may be agreed upon in
writing by the Debtors and such holders;  provided, that an Administrative Claim
representing  a  liability  incurred in the  ordinary  course of business of the
Debtors may be paid at the Debtors' election in the ordinary course of business.

      At the  election  of the  Debtors,  holders  of allowed  Tax Claims  would
receive in full satisfaction of such allowed Tax Claims,  (a) the amount of such
allowed Tax Claims,  with  post-confirmation  interest thereon,  in equal annual
cash  payments  on each  anniversary  of the  Effective  Date,  until  the sixth
anniversary  of the date of  assessment  of such Tax Claims  (provided  that the
Debtors may prepay the balance of any such allowed Tax Claim at any time without
penalty);  (b) a lesser  amount in one cash  payment  as may be  agreed  upon in
writing by such  holders;  or (c) such other  treatment as may be agreed upon in
writing by such holder.  The order of the Bankruptcy  Court  confirming the Plan
would constitute and provide for an injunction by the Bankruptcy Court as of the
Effective  Date against any holder of a Tax Claim from  commencing or continuing
any action or proceeding  against any responsible  person or officer or director
of the Debtors  that  otherwise  would be liable to such holder for payment of a
Tax Claim so long as no  default  has  occurred  with  respect to such Tax Claim
under the Plan.


                                       3


Acceptance or Rejection of the Plan

      The holders of Bank Claims, Non-Bank Secured Claims,  Unsecured Claims and
Equity  Interests  in Elcotel  would be entitled to vote to accept or reject the
Plan.  Holders of equity interests in Elcotel's  subsidiaries  would not receive
nor retain any property under the Plan and such holders are therefore  deemed to
have rejected the Plan without actually voting on it. Holders of Priority Claims
are unimpaired and will be deemed to have accepted the Plan.

      Only  holders of claims that are of record and as to which an objection is
not  pending  as set  forth  in the  order  of the  Bankruptcy  Court  approving
procedures  relating to the solicitation and tabulation of votes with respect to
the Plan would be entitled to accept or reject the Plan.  A class of claims will
have accepted the Plan if it is accepted by at least  two-thirds (2/3) in amount
and more than one-half  (1/2) in number of the allowed claims in such class that
have voted on the Plan.

      There can be no assurance  that the  creditors  and equity  holders of the
Debtors will approve the Plan,  that the Bankruptcy  Court will confirm the Plan
or that the Plan will  allow the  Company  to  continue  to  operate  or operate
profitably.  Also,  there can be no assurance  that  amendments  to the Plan and
other actions during the Chapter 11 Proceeding will not have a material  adverse
effect on the financial  condition and/or outlook of the Company and its ability
to reorganize.  Furthermore, there is no assurance that the Company will be able
to secure the financing required to consummate the Plan, or that such financing,
if available, will not be on onerous terms.

                                   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: July 31, 2001                       By:/s/ William H. Thompson
                                             --------------------------------
                                             William H. Thompson
                                             Senior Vice President,
                                             Administration and Finance

                                       4