SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                Commission File Number 000-15205

                           NOTIFICATION OF LATE FILING

(Check One):  |_| Form 10-K   |_|   Form 11-K   |_|   Form 20-F   |X|  Form 10-Q

                  Form N-SAR

                      For the Quarter Ended: June 30, 2001

|_|  Transition Report on Form 10-K        |_|   Transition Report on Form 10-Q
|_|  Transition Report on Form 20-F        |_|   Transition Report on Form N-SAR
|_|  Transition Report on Form 11-K

        For the Transition Period Ended: _______________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant:    Elcotel, Inc.
                        --------------------

Former name if applicable:       N/A
                          ------------------

Address of principal executive office (Street and number):  6428 Parkland Drive
                                                          ----------------------

City, state and zip code: Sarasota, Florida  34243
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                                     PART II
                             RULE 12b-25 (b) AND (c)

      If the subject  report could not be filed without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate).

      (a)   The reasons  described in reasonable detail in Part III of this form
            could not be eliminated without unreasonable effort or expense;

|X|   (b)   The subject annual report,  semi-annual report, transition report on
            Form 10-K,  20-F,  11-K or Form N-SAR,  or portion  thereof  will be
            filed on or before the 15th calendar day  following  the  prescribed
            due date; or the subject  quarterly  report or transition  report on
            Form 10-Q,  or portion  thereof will be filed on or before the fifth
            calendar day following the prescribed due date; and

      (c)   The  accountant's  statement  or  other  exhibit  required  by  Rule
            12b-25(c) has been attached if applicable.

                                    PART III
                                    NARRATIVE

      State below in reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

      The Form 10-Q for the  quarterly  period  ended June 30, 2001 could not be
filed within the prescribed time period without  unreasonable  effort or expense
as  a  result  of  a  delay,  resulting  from  recent  staff  turnover,  by  the
Registrant's  accounting  staff  in  completing  various  financial  information
required in connection with the unaudited  financial  statements  required to be
included in the Form 10-Q. The Form 10-Q is currently being prepared and will be
filed no later than August 20, 2001.

                                     PART IV
                                OTHER INFORMATION

      (1) Name and  telephone  number  of person  to  contact  in regard to this
notification.

    William H. Thompson                        (941)            758-0389
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          (Name)                            (Area Code)     (Telephone Number)

      (2) Have all other periodic  reports required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                             |X| Yes   |_| No


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      (3) Is it anticipated that any significant change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statement to be included in the subject report or portion thereof?

                                                             |X| Yes   |_| No

      The  Registrant's  Statement of Operations for the three months ended June
30,  2001  will  reflect  a  29%  decline  in  revenues  and  net  sales,   from
approximately  $9,271,000 for the three months ended June 30, 2000 to $6,582,000
for the three months ended June 30, 2001. However,  the Registrant will report a
net loss for the three months ended June 30, 2001 of approximately  $511,000, or
($.04) per  diluted  share,  as compared  to  $2,134,000,  or ($.16) per diluted
share,  for the three  months  ended  June 30,  2000 as a result  of:  (i) a 50%
reduction  in selling,  general and  administrative  expenses  and  engineering,
research  and  development   expenses,   which  declined  in  the  aggregate  by
approximately  $1,646,000;  (ii) a  decline  in  amortization  of  goodwill  and
intangible  assets  of  approximately  $448,000  related  to  impairment  losses
recognized  during  the year  ended  March 31,  2001;  and (iii) a  decrease  in
interest expense of approximately  $440,000 related to the cessation of interest
accruals on bank  indebtedness  during the Registrant's  Chapter 11 Proceedings,
which were partially offset by estimated  reorganization  costs of approximately
$617,000  during the three  months  ended June 30,  2001 and a decrease in gross
profit of approximately  $294,000 as a result of the decline in revenues and net
sales.

                                  Elcotel, Inc.

      has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date: August 13, 2001

By:________________________________________________________
   William H. Thompson, Senior Vice President and Secretary


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