8-K

                    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: MAY 10, 1995

                      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

         Reference is made to the Company's press release dated May 10,
1995, attached hereto as Exhibit 99, which is being filed pursuant to Rule
135c(d) under the Securities Act of 1933, as amended.


Item 7.  Exhibits

         EXHIBIT

         99.       Press release dated May 10, 1995.





                                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:  May 11, 1995                 /s/  Bonnie S. Biumi
                                    -------------------------------
                                         Bonnie S. Biumi
                                         Chief Financial Officer

EX-99

                                                                 Exhibit 99

                              PRESS RELEASE
- ---------------------------------------------------------------------------
                                            PEOPLES TELEPHONE COMPANY, INC.
                                                       2300 N.W. 89TH PLACE
                                                       MIAMI, FLORIDA 33172
                                                             (305) 593-9667

FOR IMMEDIATE RELEASE

                            CONTACT: ROBERT D. RUBIN, PRESIDENT OR
                                     BONNIE BIUMI, CHIEF FINANCIAL OFFICER
                                     (305) 593-9667, EXT. 131 OR 232

                                     BRIAN JAMES
                                     EDELMAN FINANCIAL
                                     (212) 704-8111

                  PEOPLES TELEPHONE COMPANY, INC.
                    ANNOUNCES REFINANCING PLAN

     Miami, Florida (May 10, 1995)--Peoples Telephone Company, Inc.
(Nasdaq:PTEL) announced today that it had commenced a private placement of
approximately $85,000,000 principal amount of Senior Notes due 2002. In
connection with the completion of the Senior Note offering, which is
expected to close by early June 1995, the Company will enter into a new
$40.0 million revolving credit facility. Proceeds from the sale of the
Notes, together with borrowings under the new credit facility, will be used
to refinance the existing $100 million credit facility, which is expected
to provide the Company with approximately $23 million undrawn and available
under the new credit facility. The Notes offered will not be registered
under the Securities Act and may not be offered or resold in the United
States absent registration or an applicable exemption from the registration
requirements. The Notes offering is conditioned upon the completion of the
new credit facility and the new credit facility is conditioned upon the
completion of the Notes offering. There can be no assurance that the
contemplated refinancing will be completed, or if completed, that it will
be on terms favorable to the Company.

     Peoples Telephone Company, the nation's largest independent provider
of public pay telephone services, owns and operates in excess of 40,000
public pay telephones in 41 states.

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