SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ]  Preliminary Proxy Statement
[ ]  Confidential, for Use of the Commission Only
     (as permitted by Rule 14a-6(e)(2)}
[ ]  Definitive Proxy Statement
[x]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to Section 240.14a-11(c) or Section 
     240.14a-12

                         PEOPLES TELEPHONE COMPANY, INC.
                {Name of Registrant as Specified in its Charter}
______________________________________________________________________________

(Name of Persons(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]  $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1),
     14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ]  $500 per each party to the controversy pursuant to Exchange Act Rule 
     14a-6(i)(3).
[ ]  Fee computed on the table below per Exchange Act Rules (14a-6 (i)(4).
       1)       Title of each class of securities to which transaction applies:
       2)       Aggregate number of securities to which transaction applies:
       3)       Per unit price or other underlying value of transaction 
                computed pursuant to Exchange Act Rule 0-11 (Set forth the 
                amount on which the filing fee is calculated and state 
                how it was determine):
       4)       Proposed maximum aggregate value of transaction:
       5)       Total fee paid:
[ ]  Fee paid previously with preliminary materials.
[ ]  Check ox if any part of the fee is offset as provided by Exchange Act 
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee 
     was paid previously.  Identify the previous filing by registration 
     statement number, or the Form or Schedule and the date of its filing.
       1)       Amount Previously Paid:
       2)       Form, Schedule or Registration Statement No:
       3)       Filing Party:
       4)       Date Filed:




                         February 18, 1997






Dear Shareholder:

     We have  previously  mailed to you proxy  materials  fully  describing  the
proposals  relating to the Special Meeting of Shareholders of Peoples  Telephone
Company,  Inc. originally scheduled to be held on February 14, 1997. In order to
allow  shareholders  additional  time to  participate  in the vote,  the Special
Meeting has been adjourned until March 7, 1997.

     According  to our latest  records,  we have not  received  your proxy card.
Regardless  of the  number  of shares  you own,  it is  important  that they are
represented at the meeting.  If you haven't  previously  mailed your proxy card,
please take a moment to sign,  date, and mail the enclosed  duplicate proxy card
promptly in the return envelope provided for your convenience.

         The Board of Directors recommends a vote "For" each of the proposals.

     If you have already  mailed your proxy card,  please  disregard this letter
and accept our thanks.

                         Sincerely,

                         PEOPLES TELEPHONE COMPANY, INC.











                         February 18, 1997





Dear Shareholder:

     We have  previously  mailed to you proxy  materials  fully  describing  the
proposals  relating to the Special Meeting of Shareholders of Peoples  Telephone
Company,  Inc.  scheduled  to be held on February  14,  1997.  In order to allow
shareholders additional time to participate in the vote, the Special Meeting has
been adjourned until March 7, 1997.

     According to our latest  records,  we have not as yet  received  your proxy
card to vote your  shares  on the  matters  to be  considered  at this  meeting.
Regardless  of the  number  of shares  you own,  it is  important  that they are
represented at the meeting.  If you haven't  previously  mailed your proxy card,
please  take a moment to sign,  date,  and mail it to us  promptly in the return
envelope provided for your convenience.  We cannot, without your specific voting
instructions, vote your shares on the matters to be acted upon at the meeting.

         The Board of Directors recommends a vote "For" each of the proposals.

     If you have already  mailed your proxy card,  please  disregard this letter
and accept our thanks.