SECURITIES AND EXCHANGE COMMISSION
                                
                     Washington, DC  20549
                                
                                
               _________________________________
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
             PURSUANT TO SECTION 13 OR 15(d) OF THE
                                
                SECURITIES EXCHANGE ACT OF 1934
                                
                                
      Date of earliest event reported: September 16, 1997
                                
                                
              PEOPLES TELEPHONE COMPANY, INC.                     
(Exact name of registrant as specified in its charter)


       NEW YORK                    0-16479           13-2626435   
(State or other juris-        (Commission File    (IRS Employer 
diction of incorporation)     Number)             I.D. No.)


       2300 N.W. 89th Place, Miami, Florida             33172     
(Address of principal executive office)           (Zip Code)


Registrant's telephone number, including area code: (305) 593-9667















                                                       

Item 5.   Other Events


On September  16, 1997,  the United  States Court of Appeals for the District of
Columbia (the "Court")  granted a motion for  rehearing and  clarification  (the
"September 16 Clarification") in Illinois Public Telecommunications  Association
v. Federal Communications Commission (the "FCC"), et al., in connection with its
July 1, 1997 decision on review of the FCC Payphone  Orders,  issued pursuant to
Section 276 of the  Telecommunications Act of 1996. The Court stated that it did
intend in its July 1 decision  to  vacate,  as part of its remand to the FCC for
further consideration, those portions of the Payphone Orders setting at $.35 the
interim and prospective per call compensation rate  interexchange  carriers must
pay to payphone  service  providers for  subscriber  800 and carrier access code
calls  ("dial-around  compensation"),  as well as the composition of the carrier
group which must pay the flat rate interim compensation.

Because  the FCC is  required  to  consider  further  its order with  respect to
dial-around  compensation,  the Company  cannot  predict with any  certainty the
effect of such further  consideration nor the impact of the Court's September 16
Clarification  upon the Company's  financial results.  While the Company,  based
upon its best current information and belief, does not currently anticipate that
ultimately  a material  adverse  effect on the Company will ensue as a result of
the FCC's  disposition  of the issues which were  remanded to it pursuant to the
July 1 Court Order as clarified on September 16, the Company  cannot predict the
final  outcome  of the  FCC's  proceedings  at this  time and  therefore  cannot
determine  with any  certainty  whether and to what degree the final impact upon
the Company will be positive or negative in the aggregate.

Also,  the Court  reaffirmed  the FCC's  decision to  deregulate  the local coin
calling rate charged at payphones,  effective October 7, 1997. While the Company
views this as a positive  development,  the Company cannot currently predict the
precise  impact of market  based  local  coin rates on the  Company's  financial
condition.

The foregoing contains forward looking statements which, given the uncertainties
of the regulatory  process and the potential for court challenges to any further
FCC rulemaking, may not ultimately be realized.












                           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 thereunto duly authorized.



                              PEOPLES TELEPHONE COMPANY, INC.


Date: September 24, 1997      /s/ William A. Baum                              
                              William A. Baum
                              Chief Financial Officer