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:  JUNE 19, 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


<PAGE>

Item 5.   Other Events

          Reference is made to the Company's press release dated
and issued June 19, 1995, the text of which is set forth below:

                     PEOPLES TELEPHONE COMPANY, INC.
               RESTATES 1994 AND FIRST QUARTER 1995 RESULTS

     Miami, Florida (June 19, 1995) -- Peoples Telephone Company,
Inc. (Nasdaq:PTEL) announced today restated financial results for
the year ended December 31, 1994 and the quarter ended March 31,
1995.  The restatement results from a determination by the Company
and its auditors that the Company's accounting treatment of the
sale of the Company's prepaid calling  card business to Global Link
Teleco Corporation ("Global Link") in February 1995 should be based
upon the equity method of accounting instead of the cost basis
originally used.  As a result of this change, the Company's
international telephone center operations (which is part of the
same business segment) and prepaid calling card business no longer
qualifies for discontinued operations accounting treatment.

     The restatement had no impact on net income or cash flow for
the year ended December 31, 1994.  However, loss from continuing
operations increased from $4.2 million to $7.6 million and net loss
from discontinued operations decreased by the same amount from
$14.2 million to $10.8 million for the year ended December 31,
1994.  The restatement of the first quarter of 1995 to reflect the
use of equity method accounting of the Company's Global Link
investment resulted in approximately $17,000 of additional net
losses for the three month period ended March 31, 1995.

     The Company has also restated its financial statements for the
quarters ended March 31 and June 30, 1994, as set forth in the Form
10-Q's for such periods, to reflect the timing of approximately
$2.7 million in adjustments.  These adjustments, which include
additional reserves for changes in estimates of uncollectible
receivables and vendor claims and the write-off of certain
acquisition costs, were originally recorded during the quarter
ended June 30, 1994 and have now been reflected in the quarter
ended March 31, 1994.  The restated quarterly financial statements
also reflect the $2 million gain on the March 31, 1994 sale of the
Company's two telecommunication centers in New York to Phone Zone
Teleco Corporation (now known as Global Link) in the second quarter
of 1994 (when initial payment for the centers was received) rather
than the first quarter (when Global Link took control of the
centers).  These changes had no impact on net income or cash flow
for the year ended December 31, 1994.


<PAGE>

     Additionally, the Company has been involved in an ongoing
dispute with a seller of pay telephones to the Company in a 1993
acquisition.  Although certain payments were due under $6 million
principal amount of  promissory notes given by the Company in the
acquisition, for various reasons including the Company's belief
that it has additional rights of indemnification, set-off and
counter-claim against the seller, the Company has not made certain
payments due under those promissory notes.  The seller instituted
litigation against the Company in May 1995 to collect under these
notes along with a claim for registration rights.  The payment
failure, and subsequent litigation initiated against the Company,
resulted in defaults under the Company's existing $100 million
credit facility and under the Company's $2.5 million headquarters
mortgage note agreement.  The defaults under the credit facility
were waived temporarily by the Company's banking syndicate subject
to the Company on or before June 30, 1995 either reducing its
outstanding indebtedness under the current credit facility to $40
million or settling the litigation within certain parameters.  The
Company is currently engaged in settlement negotiations with the
seller and cannot currently predict the impact of the litigation or
any settlement.  With respect to the mortgage note, the Company
obtained a temporary waiver subject to the repayment of all amounts
due under the mortgage note on or prior to the earlier of the
consummation of a previously announced refinancing plan or August
31, 1995.

     In connection with the restatement of the financial statements
for the year ended December 31, 1994 , the Company's auditors have
updated their audit report through May 31, 1995 for events
occurring subsequent to their original opinion date of March 28,
1995.  Their updated report includes an explanatory paragraph
relating to (a) the Company's need to refinance its existing debt
in connection with its ability to continue as a going concern  and
(b) the previously disclosed shareholder class action complaint.
As previously reported, the Company has undertaken a plan to
refinance its bank debt and the mortgage note and to improve its
liquidity position, although there can be no assurance of the
refinancing plan's completion.

     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.


<PAGE>

                               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:  June 19, 1995                   /s/ Bonnie S. Biumi
                              -------------------------------------
                                        Bonnie S. Biumi
                                        Chief Financial Officer
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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:  JUNE 19, 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
and issued June 19, 1995, the text of which is set forth below:

                     PEOPLES TELEPHONE COMPANY, INC.
               RESTATES 1994 AND FIRST QUARTER 1995 RESULTS

     Miami, Florida (June 19, 1995) -- Peoples Telephone Company,
Inc. (Nasdaq:PTEL) announced today restated financial results for
the year ended December 31, 1994 and the quarter ended March 31,
1995.  The restatement results from a determination by the Company
and its auditors that the Company's accounting treatment of the
sale of the Company's prepaid calling  card business to Global Link
Teleco Corporation ("Global Link") in February 1995 should be based
upon the equity method of accounting instead of the cost basis
originally used.  As a result of this change, the Company's
international telephone center operations (which is part of the
same business segment) and prepaid calling card business no longer
qualifies for discontinued operations accounting treatment.

     The restatement had no impact on net income or cash flow for
the year ended December 31, 1994.  However, loss from continuing
operations increased from $4.2 million to $7.6 million and net loss
from discontinued operations decreased by the same amount from
$14.2 million to $10.8 million for the year ended December 31,
1994.  The restatement of the first quarter of 1995 to reflect the
use of equity method accounting of the Company's Global Link
investment resulted in approximately $17,000 of additional net
losses for the three month period ended March 31, 1995.

     The Company has also restated its financial statements for the
quarters ended March 31 and June 30, 1994, as set forth in the Form
10-Q's for such periods, to reflect the timing of approximately
$2.7 million in adjustments.  These adjustments, which include
additional reserves for changes in estimates of uncollectible
receivables and vendor claims and the write-off of certain
acquisition costs, were originally recorded during the quarter
ended June 30, 1994 and have now been reflected in the quarter
ended March 31, 1994.  The restated quarterly financial statements
also reflect the $2 million gain on the March 31, 1994 sale of the
Company's two telecommunication centers in New York to Phone Zone
Teleco Corporation (now known as Global Link) in the second quarter
of 1994 (when initial payment for the centers was received) rather
than the first quarter (when Global Link took control of the
centers).  These changes had no impact on net income or cash flow
for the year ended December 31, 1994.
Additionally, the Company has been involved in an ongoing
dispute with a seller of pay telephones to the Company in a 1993
acquisition.  Although certain payments were due under $6 million
principal amount of  promissory notes given by the Company in the
acquisition, for various reasons including the Company's belief
that it has additional rights of indemnification, set-off and
counter-claim against the seller, the Company has not made certain
payments due under those promissory notes.  The seller instituted
litigation against the Company in May 1995 to collect under these
notes along with a claim for registration rights.  The payment
failure, and subsequent litigation initiated against the Company,
resulted in defaults under the Company's existing $100 million
credit facility and under the Company's $2.5 million headquarters
mortgage note agreement.  The defaults under the credit facility
were waived temporarily by the Company's banking syndicate subject
to the Company on or before June 30, 1995 either reducing its
outstanding indebtedness under the current credit facility to $40
million or settling the litigation within certain parameters.  The
Company is currently engaged in settlement negotiations with the
seller and cannot currently predict the impact of the litigation or
any settlement.  With respect to the mortgage note, the Company
obtained a temporary waiver subject to the repayment of all amounts
due under the mortgage note on or prior to the earlier of the
consummation of a previously announced refinancing plan or August
31, 1995.

     In connection with the restatement of the financial statements
for the year ended December 31, 1994 , the Company's auditors have
updated their audit report through May 31, 1995 for events
occurring subsequent to their original opinion date of March 28,
1995.  Their updated report includes an explanatory paragraph
relating to (a) the Company's need to refinance its existing debt
in connection with its ability to continue as a going concern  and
(b) the previously disclosed shareholder class action complaint.
As previously reported, the Company has undertaken a plan to
refinance its bank debt and the mortgage note and to improve its
liquidity position, although there can be no assurance of the
refinancing plan's completion.

     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.
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:  June 19, 1995                   /s/ Bonnie S. Biumi
                              -------------------------------------
                                        Bonnie S. Biumi
                                        Chief Financial Officer