content: 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 Report (Date of earliest event reported):  January 1, 2000
  
  
  
       eLOT, Inc. (f/k/a/ EXECUTONE INFORMATION SYSTEMS, INC.)
       (Exact name of registrant as specified in its charter)
  
          Virginia                     0-11551            86-0449210
  (State or other jurisdiction      (Commission          (IRS Employer
      of incorporation)             File Number)       Identification No.)
  
  
   478 Wheelers Farms Road, Milford, Connecticut             06460
     (Address of principal executive offices)              (Zip Code)
  
  
  Registrant's telephone number, including area code:  (203) 876-7600
  
  <PAGE>
  
  Item 2.  Disposition of Assets.
  
  On January 1, 2000, the eLOT, Inc., formerly known as Executone
  Information Systems, Inc. ("Executone" or the "Company") sold its
  Computer Telephony business ("CT Business") to Executone Inter-
  Tel Business Information Systems, Inc., a wholly owned subsidiary
  of Inter-Tel Incorporated ("Inter-Tel").  The purchase price was
  $44.3 million in cash, subject to purchase price adjustments as
  of the closing date.
  
  <PAGE>
  
  Item 7.  Financial Statements and Exhibits.
                                                                   Page
  
  (b)  Pro forma financial information                              4
  
       Pro forma consolidated balance sheet at September 30, 1999   5
  
       Pro forma consolidated statement of operations for the
            nine months ended September 30, 1999                    6
  
       Pro forma consolidated statement of operations for the
            Year ended December 31, 1998                            7
  
  
  
  (c)  Exhibits
  
  (1) Asset Purchase Agreement by and among Executone Information
      Systems, Inc., Executone Inter-Tel Business Information
      Systems, Inc., and Inter-Tel Incorporated, dated as of October
      17, 1999.  Incorporated by reference to the definitive proxy
      statement (Form 14A) of the Company filed on November 18, 1999
      (File No. 0-11551).
  
  
  
  <PAGE>
  
  
  
                 EXECUTONE INFORMATION SYSTEMS, INC.
                UNAUDITED PRO FORMA FINANCIAL INFORMATION
  
  
       The following unaudited Pro Forma Financial Information has
  been prepared pursuant to the asset purchase agreement dated
  October 17, 1999 among Executone, Inter-Tel and Executone Inter-
  Tel Business Information Systems, Inc.  The Pro Forma
  Consolidated Balance Sheet as of September 30, 1999 has been
  prepared as if the sale of the computer telephony business had
  been consummated as of that date.  The unaudited Pro Forma
  Consolidated Statements of Operations for the nine-month period
  ended September 30, 1999 and for the year ended December 31, 1998
  have been prepared as if the sale of the computer telephony
  business had been consummated at the beginning of each period
  presented.
  
       The pro forma information set forth below is unaudited and
  not necessarily indicative of the results that would actually
  have occurred if the sale of the computer telephony business had
  occurred as of the time periods indicated or of results that may
  be obtained in the future.
  
       The pro forma adjustments, as described in the Notes to
  Unaudited Pro Forma Financial Statements, are based upon
  available information and upon certain assumptions that
  management believes are reasonable.  The Pro Forma Consolidated
  Balance Sheet as of September 30, 1999 has been adjusted to
  reflect the sale of the net assets of the computer telephony
  business for  $44.3 million.  The estimated after tax gain on the
  transaction is included in equity.  An additional adjustment has
  been made to reflect the use of the sale proceeds to repay
  Executone's outstanding balance on its revolving credit facility.
  The Pro Forma Consolidated Statements of Operations for the nine-
  month period ended September 30, 1999 and for the year ended
  December 31, 1998 have been adjusted to reflect the impact of the
  debt repayment on interest expense.
  
       The unaudited Pro Forma Financial Information should be read
  in conjunction with the following:
  
       -    Executone's consolidated financial statements included in
            the Company's Annual Report on Form 10-K for the year ended
            December 31, 1998, filed with the Securities and Exchange
            Commission on April 15, 1999, and
  
       -    Executone's unaudited financial statements included in the
            Company's Quarterly Report on Form 10-Q for the nine-month period
            ended September 30, 1999, filed with the Securities and Exchange
            Commission on November 12, 1999.
  
  
  <PAGE>
  
                 EXECUTONE INFORMATION SYSTEMS, INC.
           UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
  
  The following unaudited pro forma consolidated balance sheet of
  Executone as of September 30, 1999 gives effect to the sale of
  the computer telephony business.  The unaudited pro forma
  consolidated statements of operations of Executone for the year
  ended December 31, 1998 and the nine months ended September 30,
  1999 present the results of Executone as if the computer
  telephony business had been sold at the beginning of each period
  presented.
  
  The unaudited pro forma consolidated financial statements are
  based on the historical financial statements of Executone and the
  assumptions and adjustments set forth in the accompanying notes
  to the unaudited pro forma consolidated financial statements.
  
  <TABLE>
  <CAPTION>
                                          September 30, 1999
  
                                             CT   Pro Forma
  (in thousands of dollars)   Consolidated       Adjustments    Pro Forma
                                 <C>         <C>     <C>           <C>
  <S>
  ASSETS
  Current Assets
     Cash and cash equivalents   $1,219   $   -   $28,961(a,b)   $30,180
     Accounts receivable         30,320 (19,438)        -         10,882
     Inventories                 21,905 (13,240)        -          8,665
     Prepaid expenses and
      other current assets        4,339  (1,900)   (1,627)(a)        812
  
       Total Current Assets      57,783 (34,578)    27,334        50,539
  
  Property & Equipment, net      12,114  (4,206)        -          7,908
  Intangible Assets, net          3,698       -         -          3,698
  Deferred Taxes                 22,811       -    (10,750)(a,b)  12,061
  Other Assets                    6,809    (663)      (190)(a)     5,956
  
             TOTAL ASSETS      $103,215 $(39,447)  $16,394       $80,162
  
  
  LIABILITIES AND EQUITY
  Current Liabilities
    Current portion of
      long-term debt             $1,107    $(343)    $   -          $764
    Accounts payable             19,195  (13,972)        -         5,223
    Accrued payroll and
      related costs               4,259   (2,431)      350 (a)     2,178
    Accrued liabilities          11,944   (5,428)    1,200 (a)     7,716
    Deferred revenue and
      customer deposits           2,198   (1,316)        -           882
  
      Total Current Liabilities  38,703  (23,490)    1,550        16,763
  
  Long-Term Debt                 30,146    (454)   (15,339)(b)    14,353
  Other Long-Term Liabilities     1,445  (1,445)         -             -
  
      Total Liabilities          70,294 (25,389)   (13,789)       31,116
  
  Stockholders' Equity
      Common stock                  630       -          -           630
      Preferred stock                 -       -          -             -
      Additional paid-in capital 78,413 (14,058)     14,058 (a)   78,413
      Retained earnings(deficit)(46,122)      -      16,125 (a,b)(29,997)
  
         Total Stockholders'
            Equity               32,921 (14,058)     30,183       49,046
  
  TOTAL LIABILITIES
    AND EQUITY                 $103,215 $(39,447)    16,394       80,162
  
  </TABLE>
  <PAGE>
  
                 EXECUTONE INFORMATION SYSTEMS, INC.
      UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
  
  <TABLE>
  <CAPTION>
  
  (in thousands, except per share amounts)
  
                                 Nine Months Ended September 30, 1999
  
  
                                               CT      Pro Forma
                            Consolidated   Operations Adjustments  Pro Forma
                                 <C>           <C>        <C>         <C>
  
  Net Sales                      $96,822    $(75,191)   $4,261(d)   $25,892
  
  Cost of Sales                   66,959     (52,476)    4,261(d)    18,744
  
  Gross Profit                    29,863     (22,715)        -        7,148
  
  Operating Expenses
    Engineering &
      Development                  6,721      (4,807)        -        1,914
    Selling, General &
      Administrative              32,534     (16,952)        -       15,582
     Total Operating Expenses     39,255     (21,759)        -       17,496
  
  Operating Income (Loss)         (9,392)       (956)        -      (10,348)
  
  Interest Expense                (2,321)          -       952 (c)   (1,369)
  Other Income                     1,252           -         -        1,252
  
  Pretax Income (Loss)           (10,461)       (956)      952      (10,465)
  
  Income Taxes                         -        (382)      382 (c,d)      -
  
  Income (Loss) from
    Continuing Operations       $(10,461)      $(574)     $570     $(10,465)
  
  
  Basic and Diluted
    Earnings (Loss) Per Share     $(0.18)                            $(0.18)
  Average Common Shares
    Outstanding                   57,334                             57,334
  
  </TABLE>
  <PAGE>
  
                 EXECUTONE INFORMATION SYSTEMS, INC.
      UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
  
  
  <TABLE>
  <CAPTION>
                                      Year ended December 31, 1998
                                               CT      Pro Forma
                              Consolidated Operations Adjustments  Pro Forma
                                    <C>        <C>       <C>          <C>
  
  <S>
  Net Sales                      $133,498  $(104,552)   $5,916 (d)  $34,862
  
  Cost of Sales                    91,777    (74,174)    5,916 (d)   23,519
  
  Gross Profit                     41,721    (30,378)        -       11,343
  
  Operating Expenses
    Engineering & Development      10,052     (7,293)        -        2,759
    Selling, General &
      Administrative               41,435    (24,851)        -       16,584
    eLottery goodwill impairment
      and other shutdown costs     25,486          -         -       25,486
    Special charges                 9,028     (3,735)        -        5,293
      Total Operating Expenses     86,001    (35,879)        -       50,122
  
  Operating Income (Loss)         (44,280)     5,501         -      (38,779)
  
  Interest Expense                 (2,393)         -       682 (c)   (1,711)
  Net Gain on Sale of Businesses    5,269          -         -        5,269
  Other Income (Expense)              313          -         -          313
  
  Pretax Income (Loss)            (41,091)     5,501       682      (34,908)
  
  Income Taxes (Benefit)           (4,232)     2,200       273 (c,d) (1,759)
  
  Income (Loss) from
    Continuing Operations        $(36,859)    $3,301      $409     $(33,149)
  
  
  Basic and Diluted Earnings
    (Loss) Per Share               $(0.74)                           $(0.67)
  Average Common Shares
    Outstanding                    49,755                            49,755
  
  </TABLE>
  <PAGE>
  
  
                 EXECUTONE Information Systems, Inc.
   Notes To Unaudited Pro Forma Consolidated Financial Statements
  
  
  The unaudited Pro Forma Financial Statements are based on the
  assumptions set forth in the notes to such data and should be
  read in conjunction with the Executone Consolidated Financial
  Statements and the related Notes thereto and other financial
  information included elsewhere in the Executone proxy statement
  for the Annual Meeting of Shareholders held December 14, 1999
  (incorporated in this report by reference).  The Pro Forma
  Statements are based upon Executone's consolidated totals,
  adjusted to reflect the proposed sale of the computer telephony
  business and other pro forma adjustments as noted below.
  
  Balance Sheet Adjustments
  
  (a)  Adjustment to reflect the after tax gain on the sale of the
       computer telephony business based upon cash proceeds of $44.3
       million, less the net assets sold of $14.1 million, $3.3 million
       in expenses incurred to separate the businesses and other charges
       and the estimated federal and state effective tax rate of 40%.
  (b)  To reflect the use of the proceeds to repay Executone's
       entire outstanding balance as of September 30, 1999 on the
       revolving credit facility of $15.3 million.
  
  Income Statement Adjustments
  
  (c)  Adjustment for each of the periods presented to reflect
       the reduction in interest expense that would result from the
       assumed repayment of debt (see (b) above) at the beginning of
       the period.  Amounts are tax effected at the estimated federal
       and state effective rate of 40% for all periods except the
       nine-month period ended September 30, 1999, for which
       Executone has not taken tax benefit for its losses during the
       year.
  (d)  In accordance with the manufacturing agreement, the CT
       Business will manufacture for and sell products to Executone's
       healthcare communications business post-closing at
       manufactured cost.  To reflect these sales in the historical
       CT Business statements, sales to the healthcare communications
       business which were intercompany sales on the consolidated
       books and records have been added back to the CT Business
       income statement as if it were a standalone company.  This
       adjustment eliminates these sales to determine the
       consolidated pro forma statement of operations.
  
  <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.
  
  
                      EXECUTONE INFORMATION SYSTEMS, INC.
  
                      By:  __________________________________
                           Edward W. Stone
                           Senior Vice President and Chief Financial Officer
  
  
  Date:   January 13, 2000
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metadata_filer: {"company-data": {"conformed-name": "EXECUTONE INFORMATION SYSTEMS INC", "cik": "0000725282", "assigned-sic": "7385", "irs-number": "860449210", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11551", "film-number": "507342"}, "business-address": {"street1": "478 WHEELERS FARMS RD", "city": "MILFORD", "state": "CT", "zip": "06460", "phone": "2038767600"}, "mail-address": {"street1": "478 WHEELERS FARMS RD", "city": "MILFORD", "state": "CT", "zip": "06460-1847"}, "former-company": {"former-conformed-name": "VODAVI TECHNOLOGY CORP", "date-changed": "19880802"}}
text: 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 Report (Date of earliest event reported):  January 1, 2000
  
       eLOT, Inc. (f/k/a/ EXECUTONE INFORMATION SYSTEMS, INC.)
       (Exact name of registrant as specified in its charter)
  
          Virginia                     0-11551            86-0449210
  (State or other jurisdiction      (Commission          (IRS Employer
      of incorporation)             File Number)       Identification No.)
  
   478 Wheelers Farms Road, Milford, Connecticut             06460
     (Address of principal executive offices)              (Zip Code)
  
  Registrant's telephone number, including area code:  (203) 876-7600
  Item 2.  Disposition of Assets.
  
  On January 1, 2000, the eLOT, Inc., formerly known as Executone
  Information Systems, Inc. ("Executone" or the "Company") sold its
  Computer Telephony business ("CT Business") to Executone Inter-
  Tel Business Information Systems, Inc., a wholly owned subsidiary
  of Inter-Tel Incorporated ("Inter-Tel").  The purchase price was
  $44.3 million in cash, subject to purchase price adjustments as
  of the closing date.
  Item 7.  Financial Statements and Exhibits.
                                                                   Page
  
  (b)  Pro forma financial information                              4
  
       Pro forma consolidated balance sheet at September 30, 1999   5
  
       Pro forma consolidated statement of operations for the
            nine months ended September 30, 1999                    6
  
       Pro forma consolidated statement of operations for the
            Year ended December 31, 1998                            7
  
  (c)  Exhibits
  
  (1) Asset Purchase Agreement by and among Executone Information
      Systems, Inc., Executone Inter-Tel Business Information
      Systems, Inc., and Inter-Tel Incorporated, dated as of October
      17, 1999.  Incorporated by reference to the definitive proxy
      statement (Form 14A) of the Company filed on November 18, 1999
      (File No. 0-11551).
  EXECUTONE INFORMATION SYSTEMS, INC.
                UNAUDITED PRO FORMA FINANCIAL INFORMATION
  
       The following unaudited Pro Forma Financial Information has
  been prepared pursuant to the asset purchase agreement dated
  October 17, 1999 among Executone, Inter-Tel and Executone Inter-
  Tel Business Information Systems, Inc.  The Pro Forma
  Consolidated Balance Sheet as of September 30, 1999 has been
  prepared as if the sale of the computer telephony business had
  been consummated as of that date.  The unaudited Pro Forma
  Consolidated Statements of Operations for the nine-month period
  ended September 30, 1999 and for the year ended December 31, 1998
  have been prepared as if the sale of the computer telephony
  business had been consummated at the beginning of each period
  presented.
  
       The pro forma information set forth below is unaudited and
  not necessarily indicative of the results that would actually
  have occurred if the sale of the computer telephony business had
  occurred as of the time periods indicated or of results that may
  be obtained in the future.
  
       The pro forma adjustments, as described in the Notes to
  Unaudited Pro Forma Financial Statements, are based upon
  available information and upon certain assumptions that
  management believes are reasonable.  The Pro Forma Consolidated
  Balance Sheet as of September 30, 1999 has been adjusted to
  reflect the sale of the net assets of the computer telephony
  business for  $44.3 million.  The estimated after tax gain on the
  transaction is included in equity.  An additional adjustment has
  been made to reflect the use of the sale proceeds to repay
  Executone's outstanding balance on its revolving credit facility.
  The Pro Forma Consolidated Statements of Operations for the nine-
  month period ended September 30, 1999 and for the year ended
  December 31, 1998 have been adjusted to reflect the impact of the
  debt repayment on interest expense.
  
       The unaudited Pro Forma Financial Information should be read
  in conjunction with the following:
  
       -    Executone's consolidated financial statements included in
            the Company's Annual Report on Form 10-K for the year ended
            December 31, 1998, filed with the Securities and Exchange
            Commission on April 15, 1999, and
  
       -    Executone's unaudited financial statements included in the
            Company's Quarterly Report on Form 10-Q for the nine-month period
            ended September 30, 1999, filed with the Securities and Exchange
            Commission on November 12, 1999.
  EXECUTONE INFORMATION SYSTEMS, INC.
           UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
  
  The following unaudited pro forma consolidated balance sheet of
  Executone as of September 30, 1999 gives effect to the sale of
  the computer telephony business.  The unaudited pro forma
  consolidated statements of operations of Executone for the year
  ended December 31, 1998 and the nine months ended September 30,
  1999 present the results of Executone as if the computer
  telephony business had been sold at the beginning of each period
  presented.
  
  The unaudited pro forma consolidated financial statements are
  based on the historical financial statements of Executone and the
  assumptions and adjustments set forth in the accompanying notes
  to the unaudited pro forma consolidated financial statements.
  September 30, 1999
  
                                             CT   Pro Forma
  (in thousands of dollars)   Consolidated       Adjustments    Pro Forma
  ASSETS
  Current Assets
     Cash and cash equivalents   $1,219   $   -   $28,961(a,b)   $30,180
     Accounts receivable         30,320 (19,438)        -         10,882
     Inventories                 21,905 (13,240)        -          8,665
     Prepaid expenses and
      other current assets        4,339  (1,900)   (1,627)(a)        812
  
       Total Current Assets      57,783 (34,578)    27,334        50,539
  
  Property & Equipment, net      12,114  (4,206)        -          7,908
  Intangible Assets, net          3,698       -         -          3,698
  Deferred Taxes                 22,811       -    (10,750)(a,b)  12,061
  Other Assets                    6,809    (663)      (190)(a)     5,956
  
             TOTAL ASSETS      $103,215 $(39,447)  $16,394       $80,162
  
  LIABILITIES AND EQUITY
  Current Liabilities
    Current portion of
      long-term debt             $1,107    $(343)    $   -          $764
    Accounts payable             19,195  (13,972)        -         5,223
    Accrued payroll and
      related costs               4,259   (2,431)      350 (a)     2,178
    Accrued liabilities          11,944   (5,428)    1,200 (a)     7,716
    Deferred revenue and
      customer deposits           2,198   (1,316)        -           882
  
      Total Current Liabilities  38,703  (23,490)    1,550        16,763
  
  Long-Term Debt                 30,146    (454)   (15,339)(b)    14,353
  Other Long-Term Liabilities     1,445  (1,445)         -             -
  
      Total Liabilities          70,294 (25,389)   (13,789)       31,116
  
  Stockholders' Equity
      Common stock                  630       -          -           630
      Preferred stock                 -       -          -             -
      Additional paid-in capital 78,413 (14,058)     14,058 (a)   78,413
      Retained earnings(deficit)(46,122)      -      16,125 (a,b)(29,997)
  
         Total Stockholders'
            Equity               32,921 (14,058)     30,183       49,046
  
  TOTAL LIABILITIES
    AND EQUITY                 $103,215 $(39,447)    16,394       80,162
  EXECUTONE INFORMATION SYSTEMS, INC.
      UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
  (in thousands, except per share amounts)
  
                                 Nine Months Ended September 30, 1999
  
                                               CT      Pro Forma
                            Consolidated   Operations Adjustments  Pro Forma
  Net Sales                      $96,822    $(75,191)   $4,261(d)   $25,892
  
  Cost of Sales                   66,959     (52,476)    4,261(d)    18,744
  
  Gross Profit                    29,863     (22,715)        -        7,148
  
  Operating Expenses
    Engineering &
      Development                  6,721      (4,807)        -        1,914
    Selling, General &
      Administrative              32,534     (16,952)        -       15,582
     Total Operating Expenses     39,255     (21,759)        -       17,496
  
  Operating Income (Loss)         (9,392)       (956)        -      (10,348)
  
  Interest Expense                (2,321)          -       952 (c)   (1,369)
  Other Income                     1,252           -         -        1,252
  
  Pretax Income (Loss)           (10,461)       (956)      952      (10,465)
  
  Income Taxes                         -        (382)      382 (c,d)      -
  
  Income (Loss) from
    Continuing Operations       $(10,461)      $(574)     $570     $(10,465)
  
  Basic and Diluted
    Earnings (Loss) Per Share     $(0.18)                            $(0.18)
  Average Common Shares
    Outstanding                   57,334                             57,334
  EXECUTONE INFORMATION SYSTEMS, INC.
      UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
  Year ended December 31, 1998
                                               CT      Pro Forma
                              Consolidated Operations Adjustments  Pro Forma
  Net Sales                      $133,498  $(104,552)   $5,916 (d)  $34,862
  
  Cost of Sales                    91,777    (74,174)    5,916 (d)   23,519
  
  Gross Profit                     41,721    (30,378)        -       11,343
  
  Operating Expenses
    Engineering & Development      10,052     (7,293)        -        2,759
    Selling, General &
      Administrative               41,435    (24,851)        -       16,584
    eLottery goodwill impairment
      and other shutdown costs     25,486          -         -       25,486
    Special charges                 9,028     (3,735)        -        5,293
      Total Operating Expenses     86,001    (35,879)        -       50,122
  
  Operating Income (Loss)         (44,280)     5,501         -      (38,779)
  
  Interest Expense                 (2,393)         -       682 (c)   (1,711)
  Net Gain on Sale of Businesses    5,269          -         -        5,269
  Other Income (Expense)              313          -         -          313
  
  Pretax Income (Loss)            (41,091)     5,501       682      (34,908)
  
  Income Taxes (Benefit)           (4,232)     2,200       273 (c,d) (1,759)
  
  Income (Loss) from
    Continuing Operations        $(36,859)    $3,301      $409     $(33,149)
  
  Basic and Diluted Earnings
    (Loss) Per Share               $(0.74)                           $(0.67)
  Average Common Shares
    Outstanding                    49,755                            49,755
  EXECUTONE Information Systems, Inc.
   Notes To Unaudited Pro Forma Consolidated Financial Statements
  
  The unaudited Pro Forma Financial Statements are based on the
  assumptions set forth in the notes to such data and should be
  read in conjunction with the Executone Consolidated Financial
  Statements and the related Notes thereto and other financial
  information included elsewhere in the Executone proxy statement
  for the Annual Meeting of Shareholders held December 14, 1999
  (incorporated in this report by reference).  The Pro Forma
  Statements are based upon Executone's consolidated totals,
  adjusted to reflect the proposed sale of the computer telephony
  business and other pro forma adjustments as noted below.
  
  Balance Sheet Adjustments
  
  (a)  Adjustment to reflect the after tax gain on the sale of the
       computer telephony business based upon cash proceeds of $44.3
       million, less the net assets sold of $14.1 million, $3.3 million
       in expenses incurred to separate the businesses and other charges
       and the estimated federal and state effective tax rate of 40%.
  (b)  To reflect the use of the proceeds to repay Executone's
       entire outstanding balance as of September 30, 1999 on the
       revolving credit facility of $15.3 million.
  
  Income Statement Adjustments
  
  (c)  Adjustment for each of the periods presented to reflect
       the reduction in interest expense that would result from the
       assumed repayment of debt (see (b) above) at the beginning of
       the period.  Amounts are tax effected at the estimated federal
       and state effective rate of 40% for all periods except the
       nine-month period ended September 30, 1999, for which
       Executone has not taken tax benefit for its losses during the
       year.
  (d)  In accordance with the manufacturing agreement, the CT
       Business will manufacture for and sell products to Executone's
       healthcare communications business post-closing at
       manufactured cost.  To reflect these sales in the historical
       CT Business statements, sales to the healthcare communications
       business which were intercompany sales on the consolidated
       books and records have been added back to the CT Business
       income statement as if it were a standalone company.  This
       adjustment eliminates these sales to determine the
       consolidated pro forma statement of operations.
  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.
  
                      EXECUTONE INFORMATION SYSTEMS, INC.
  
                      By:  __________________________________
                           Edward W. Stone
                           Senior Vice President and Chief Financial Officer
  
  Date:   January 13, 2000