Securities And Exchange Commission
                             Washington, D.C. 20549


                                    Form S-8
                             Registration Statement
                        Under The Securities Act Of 1933


                        PEOPLES TELEPHONE COMPANY, INC.
             (Exact name of registrant as specified in its charter)
                                
                 New York                           13-2626435
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)            Identification No.)
                                                
                                   
                   2300 N.W. 89th Place, Miami, Florida 33172
               (Address of Principal Executive Offices, Zip Code)

               Peoples Telephone Company, Inc. 1997 Incentive Plan
                                
                            (Full title of the plan)


E. Craig Sanders                             Copies of Communications to:
President, Chief Executive Officer           Ira N. Rosner, P.A.
Peoples Telephone Company, Inc.              Steel Hector & Davis  LLP
2300 Northwest 89th Place                    200 South Biscayne Boulevard
Miami, Florida 33172                         Suite 4000
(305) 593-9667                               Miami, Florida 33131-2398
(Name, address, and telephone number,        (305) 577-2919
including area code, of agent for service)

                            -------------------------
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
Title of                                                            
Securities                   Proposed Maximum  Proposed Maximum     Amount of
to be          Amount to be  Offering Price    Aggregate Offering  Registration 
Registered      registered    Per Unit (1)        Price (1)            Fee
-------------------------------------------------------------------------------

Common Stock,
$. 01 par
value         1,350,000 (2)    $3.625          $4,893,750           $1,483

-------------------------------------------------------------------------------


(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
     average of the high and low prices of such  Common  Stock on  November 14,
     1997 on the American Stock Exchange.

(2)  This Registration  Statement also relates to such  indeterminate  number of
     additional Common Stock of the Registrant as may be issuable as a result of
     stock splits, stock dividends, recapitalizations, mergers, reorganizations,
     combinations or exchanges of shares or other similar events.

This  Registration  Statement  shall  become  effective  upon  filing  with  the
Securities  and  Exchange  Commission  in  accordance  with  Section 8(a) of the
Securities Act of 1933, as amended, and Rule 462 promulgated thereunder.
<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1. Plan Information.

        Not required to be filed with the Securities  and Exchange  Commission
        (the "Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed with the Commission.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

     The following  documents filed or to be filed by Peoples Telephone Company,
     Inc.  (the  "Company")  with the  Commission  are  incorporated  herein  by
     reference:

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1996,  as amended by Form 10-K/A No. 1 filed on April 11, 1997  (Commission
     File No. 1-12443).

2.   The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     March 31, 1997 filed on May 14, 1997 (Commission File No. 1-12443).

3.   The Company's Proxy Statement filed on June 13, 1997  (Commission  File No.
     1-12443).

4.   The Company's Current Report on Form 8-K filed on July 11, 1997 (Commission
     File No. 1-12443).

5.   The Company's Current Report on Form 8-K filed on July 18, 1997 (Commission
     File No. 1-12443).

6.   The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     June 30,  1997,  as amended by Form  10-Q/A No. 1 filed on August 29,  1997
     (Commission File No. 1-12443).

7.   The  Company's  Current  Report on Form 8-K  filed on  September  24,  1997
     (Commission File No. 1-12443).

8.   The  Company's  Current  Report  on Form 8-K  filed  on  October  16,  1997
     (Commission File No. 1-12443).

9.   The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     September  30,  1997  filed  on  November  14,  1997  (Commission  File No.
     1-12443).

10.  All other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
     since December 31, 1996.


                                       1
<PAGE>

11.  The description of the Company's Common Stock, par value $.01 per share, to
     be offered  pursuant to the Company's 1997  Incentive Plan (the  "Incentive
     Plan"),  which  description  is  contained  in the  Company's  Registration
     Statement on Form 8-A filed by the Company with the  Commission on November
     8, 1996 (Commission File No. 0-16479), including all amendments and reports
     filed after the date hereof for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which is deemed to be  incorporated  by reference  herein  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

     Certificate of Incorporation.  Paragraph Tenth of the Company's Certificate
of  Incorporation  provides  that the Company will  indemnify  and reimburse the
officers  and  directors of the Company to the fullest  extent  provided by law.
Paragraph Tenth of the Company's  Certificate of Incorporation  further provides
that the provisions  regarding  indemnification  and  advancement of expenses as
provided by law shall not be  exclusive  of any other right which any officer or
director of the Company may have or acquire  thereafter  under any provisions of
the Company's Certificate of Incorporation or By-laws or by any agreement,  vote
of  shareholders  or  disinterested  directors  of  the  Company  or  otherwise,
provided,  that no indemnification may be made to or on behalf of any officer or
director if a judgment or other final  adjudication  adverse to such  officer or
director  establishes  that his acts  were  committed  in bad  faith or were the
result of active and  deliberate  dishonesty  and were  material to the cause of
action so adjudicated,  or that he personally  gained in fact a financial profit
or other advantage to which he was not legally entitled.

     Paragraph Tenth of the Company's Certificate of Incorporation also provides
that a director shall not be liable to the Corporation or its  shareholders  for
damages for any breach of duty in such director's  capacity as a director unless
(i) a judgment or other final adjudication  adverse to the director  establishes
that his acts or omissions were in bad faith or involved intentional  misconduct
or a knowing  violation of law or that he personally  gained in fact a financial


                                       2
<PAGE>

profit or other advantage to which he was not legally  entitled or that his acts
violated  section 719 of the  Business  Corporation  Law of New York or (ii) the
liability of any director for any act or omission occurred prior to the adoption
of such indemnification provision by the Company.

     Director and Officer Liability Insurance.  Effective December 31, 1996, the
Company  renewed  insurance  providing  for  reimbursement,  subject  to certain
exclusions and deductions, to (i) the Company for payments it makes to indemnify
directors and officers of the Company and its  subsidiaries,  and (ii) directors
and officers for losses,  costs and expenses incurred by them in connection with
their  acts in  those  capacities  for  which  they are not  indemnified  by the
Company.

     Indemnification  under the  Incentive  Plan.  With respect to the Incentive
Plan,  the members of the  committee  of the board of  directors  of the Company
which  administers  the  Incentive  Plan and any officer or  employee  acting on
behalf of the such  committee  shall be fully  indemnified  and protected by the
Company,  to the fullest  extent  permitted by law,  with respect to any action,
determination, or interpretation relating to the Incentive Plan taken or made in
good faith and shall not be personally  liable for any action,  determination or
interpretation taken or made in good faith with respect to the Incentive Plan.

     
Item 7. Exemption from Registration Claimed.

        Not applicable.


Item 8. Exhibits.

     (a)  4.1 Peoples Telephone Company, Inc. 1997 Incentive Plan.

          *4.2 Amended and Restated Certificate of Incorporation of the Company,
               as  amended  to date,  incorporated  herein by  reference  to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1996. (Commission File No. 1-12443)

          *4.3 Restated Bylaws of the Company,  incorporated herein by reference
               to the  Registration  Statement  on Form 10 filed by the  Company
               with the  Commission  on January 20, 1988.  (Commission  File No.
               0-16479)

          *4.4 Form of Second Amended and Restated Warrant Agreement dated as of
               February 17, 1994 between the Company and Creditanstalt  American
               Corporation  ("CAC"),  incorporated  herein by  reference  to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1994. (Commission File No. 0-16479)

          *4.5 First Amendment to Second Amended and Restated Warrant  Agreement
               dated October 30, 1995 between the Company and CAC,  incorporated
               herein by reference  to the  Company's  Quarterly  Report on Form
               10-Q for the quarter ended September 30, 1995.  (Commission  File
               No. 0-16479)

          *4.6 Second Amendment to Second Amended and Restated Warrant Agreement
               dated April 4, 1996  between  the  Company and CAC,  incorporated
               herein by reference  to the  Company's  Quarterly  Report on Form
               10-Q for the quarter ended March 31, 1996.  (Commission  File No.
               0-16479)

                                       3

<PAGE>

          *4.7 Form of Stock Purchase  Warrant issued on July 19, 1995 to Appian
               Capital Partners, L.L.C., incorporated herein by reference to the
               Company's  Current  Report  on Form  8-K  dated  July  19,  1995.
               (Commission File No. 0-16479)

          *4.8 Form of Contingent Stock Purchase Warrant issued on July 19, 1995
               to UBS Partners,  Inc.,  incorporated  herein by reference to the
               Company's  Current  Report  on Form  8-K  dated  July  19,  1995.
               (Commission File No. 0-16479)

          5    Opinion of Steel Hector & Davis LLP.

          *10.1Security  Purchase  Agreement  between UBS  Capital  Corporation;
               Appian  Capital  Partners,  L.L.C.  and the Company dated July 3,
               1995,  incorporated  herein by reference to the Company's Current
               Report  on Form 8-K dated  July 19,  1995.  (Commission  File No.
               0-16479)

          *10.2Letter  Agreement,  dated July 18, 1995,  among the Company,  UBS
               Capital  Corporation,  UBS  Partners,  Inc.  and  Appian  Capital
               Partners,  L.L.C.,  amending the Securities  Purchase  Agreement,
               dated  as  of  July  3,  1995  among  the  Company,  UBS  Capital
               Corporation  and Appian Capital  Partners,  L.L.C.,  incorporated
               herein by reference to the Company's  Current  Report on Form 8-K
               dated July 19, 1995. (Commission File No. 0-16479)

          23.1 Consent of Ernst & Young LLP.

          23.2 Consent of Price Waterhouse LLP.

          23.3 Consent of Steel Hector & Davis LLP is included in Exhibit 5.

          24   Power  of  Attorney   (included  on   signature   pages  of  this
               Registration Statement).

*  Incorporated by reference as indicated.


Item 9. Undertakings.

          (a)  The undersigned Company hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
     a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
         

                                       4

<PAGE>

          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in the volume and price  represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment is contained in periodic
reports  filed with or furnished to the  Commission  by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company  pursuant  to any  provision  or  arrangement  whereby  the  Company may
indemnify  any such  directors,  officers or  controlling  persons  against such
liabilities,  the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5

<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Miami, State of Florida, on this 20th day of November,
1997. 


                              PEOPLES TELEPHONE COMPANY, INC.


                              By: /s/ WILLIAM A. BAUM                
                              William A. Baum
                              Chief Financial Officer, Senior Vice President





                                       6

<PAGE>
                        POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appears below constitutes and appoints E. Craig
Sanders  and William A. Baum,  or either of them,  as his or her true and lawful
attorneys-in-fact  and agents with full power of substitution and resubstitution
for him or her and in his or her name, place and stead in any and all capacities
to execute in the name of each such person who is then an officer or director of
the Company any and all amendments (including post-effective amendments) to this
Registration  Statement and to file the same with all exhibits thereto and other
documents in connection  therewith with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact and agents and each of them full power and
authority to do and perform  each and every act and thing  required or necessary
to be done in and about the  premises as fully as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them, or their substitute or substitutes,  may lawfully do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

Signature                      Title                              Date
----------------------    -----------------------------     -----------------

/s/ E. CRAIG SANDERS      President, Chief Executive        November 20, 1997
E. Craig Sanders          Officer and Director (Chief
                          Executive Officer)

/s/ WILLIAM A. BAUM       Chief Financial Officer, Senior   November 20, 1997
William A. Baum           Vice President (Principal
                          Financial and Accounting Officer)

/s/ JODY FRANK            Director                          November 20, 1997
Jody Frank


/s/ CHARLES J. DELANEY    Director                          November 20, 1997
Charles J. Delaney


/s/ ROBERT E. LUND        Director                          November 20, 1997
Robert E. Lund


/s/ JUSTIN S. MACCARONE   Director                          November 20, 1997
Justin S. Maccarone

<PAGE>
                                  EXHIBIT INDEX
                                 
Exhibit   
  No.   
-------

4.1  Peoples Telephone Company, Inc. 1997 Incentive Plan.

5    Opinion of Steel Hector & Davis LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Price Waterhouse LLP.

23.3 Consent of Steel Hector & Davis LLP is included in Exhibit 5.

24   Power  of  Attorney  (included  on  signature  pages  of this  Registration
     Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21983}]
{"company-data": {"conformed-name": "PEOPLES TELEPHONE COMPANY INC", "cik": "0000819694", "assigned-sic": "4899", "irs-number": "132626435", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40793", "film-number": "97726519"}, "business-address": {"street1": "2300 NORTHWEST 89TH PL", "city": "MIAMI", "state": "FL", "zip": "33172", "phone": "3055939667"}, "mail-address": {"street1": "2300 NORTHWEST 89TH PLACE", "city": "MIAMI", "state": "FL", "zip": "33172"}}
Securities And Exchange Commission
                             Washington, D.C. 20549

                                    Form S-8
                             Registration Statement
                        Under The Securities Act Of 1933

                        PEOPLES TELEPHONE COMPANY, INC.
             (Exact name of registrant as specified in its charter)
                                
                 New York                           13-2626435
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)            Identification No.)
                                                
                                   
                   2300 N.W. 89th Place, Miami, Florida 33172
               (Address of Principal Executive Offices, Zip Code)

               Peoples Telephone Company, Inc. 1997 Incentive Plan
                                
                            (Full title of the plan)

E. Craig Sanders                             Copies of Communications to:
President, Chief Executive Officer           Ira N. Rosner, P.A.
Peoples Telephone Company, Inc.              Steel Hector & Davis  LLP
2300 Northwest 89th Place                    200 South Biscayne Boulevard
Miami, Florida 33172                         Suite 4000
(305) 593-9667                               Miami, Florida 33131-2398
(Name, address, and telephone number,        (305) 577-2919
including area code, of agent for service)

                            -------------------------
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
Title of                                                            
Securities                   Proposed Maximum  Proposed Maximum     Amount of
to be          Amount to be  Offering Price    Aggregate Offering  Registration 
Registered      registered    Per Unit (1)        Price (1)            Fee
-------------------------------------------------------------------------------

Common Stock,
$. 01 par
value         1,350,000 (2)    $3.625          $4,893,750           $1,483

-------------------------------------------------------------------------------

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
     average of the high and low prices of such  Common  Stock on  November 14,
     1997 on the American Stock Exchange.

(2)  This Registration  Statement also relates to such  indeterminate  number of
     additional Common Stock of the Registrant as may be issuable as a result of
     stock splits, stock dividends, recapitalizations, mergers, reorganizations,
     combinations or exchanges of shares or other similar events.

This  Registration  Statement  shall  become  effective  upon  filing  with  the
Securities  and  Exchange  Commission  in  accordance  with  Section 8(a) of the
Securities Act of 1933, as amended, and Rule 462 promulgated thereunder.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

        Not required to be filed with the Securities  and Exchange  Commission
        (the "Commission").

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed with the Commission.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed or to be filed by Peoples Telephone Company,
     Inc.  (the  "Company")  with the  Commission  are  incorporated  herein  by
     reference:

1.   The Company's  Annual  Report on Form 10-K for the year ended  December 31,
     1996,  as amended by Form 10-K/A No. 1 filed on April 11, 1997  (Commission
     File No. 1-12443).

2.   The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     March 31, 1997 filed on May 14, 1997 (Commission File No. 1-12443).

3.   The Company's Proxy Statement filed on June 13, 1997  (Commission  File No.
     1-12443).

4.   The Company's Current Report on Form 8-K filed on July 11, 1997 (Commission
     File No. 1-12443).

5.   The Company's Current Report on Form 8-K filed on July 18, 1997 (Commission
     File No. 1-12443).

6.   The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     June 30,  1997,  as amended by Form  10-Q/A No. 1 filed on August 29,  1997
     (Commission File No. 1-12443).

7.   The  Company's  Current  Report on Form 8-K  filed on  September  24,  1997
     (Commission File No. 1-12443).

8.   The  Company's  Current  Report  on Form 8-K  filed  on  October  16,  1997
     (Commission File No. 1-12443).

9.   The Company's  Quarterly Report on Form 10-Q for the quarterly period ended
     September  30,  1997  filed  on  November  14,  1997  (Commission  File No.
     1-12443).

10.  All other reports  filed by the Company  pursuant to Section 13(a) or 15(d)
     of the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act"),
     since December 31, 1996.

                                       1
11.  The description of the Company's Common Stock, par value $.01 per share, to
     be offered  pursuant to the Company's 1997  Incentive Plan (the  "Incentive
     Plan"),  which  description  is  contained  in the  Company's  Registration
     Statement on Form 8-A filed by the Company with the  Commission on November
     8, 1996 (Commission File No. 0-16479), including all amendments and reports
     filed after the date hereof for the purpose of updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a  post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which  deregisters  all  securities  remaining  unsold,  shall be  deemed  to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.

     Any statement  contained in this Registration  Statement,  or in a document
incorporated or deemed to be incorporated by reference  herein,  shall be deemed
to be modified or superseded for purposes of this Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which is deemed to be  incorporated  by reference  herein  modifies or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

     Certificate of Incorporation.  Paragraph Tenth of the Company's Certificate
of  Incorporation  provides  that the Company will  indemnify  and reimburse the
officers  and  directors of the Company to the fullest  extent  provided by law.
Paragraph Tenth of the Company's  Certificate of Incorporation  further provides
that the provisions  regarding  indemnification  and  advancement of expenses as
provided by law shall not be  exclusive  of any other right which any officer or
director of the Company may have or acquire  thereafter  under any provisions of
the Company's Certificate of Incorporation or By-laws or by any agreement,  vote
of  shareholders  or  disinterested  directors  of  the  Company  or  otherwise,
provided,  that no indemnification may be made to or on behalf of any officer or
director if a judgment or other final  adjudication  adverse to such  officer or
director  establishes  that his acts  were  committed  in bad  faith or were the
result of active and  deliberate  dishonesty  and were  material to the cause of
action so adjudicated,  or that he personally  gained in fact a financial profit
or other advantage to which he was not legally entitled.

     Paragraph Tenth of the Company's Certificate of Incorporation also provides
that a director shall not be liable to the Corporation or its  shareholders  for
damages for any breach of duty in such director's  capacity as a director unless
(i) a judgment or other final adjudication  adverse to the director  establishes
that his acts or omissions were in bad faith or involved intentional  misconduct
or a knowing  violation of law or that he personally  gained in fact a financial

                                       2
profit or other advantage to which he was not legally  entitled or that his acts
violated  section 719 of the  Business  Corporation  Law of New York or (ii) the
liability of any director for any act or omission occurred prior to the adoption
of such indemnification provision by the Company.

     Director and Officer Liability Insurance.  Effective December 31, 1996, the
Company  renewed  insurance  providing  for  reimbursement,  subject  to certain
exclusions and deductions, to (i) the Company for payments it makes to indemnify
directors and officers of the Company and its  subsidiaries,  and (ii) directors
and officers for losses,  costs and expenses incurred by them in connection with
their  acts in  those  capacities  for  which  they are not  indemnified  by the
Company.

     Indemnification  under the  Incentive  Plan.  With respect to the Incentive
Plan,  the members of the  committee  of the board of  directors  of the Company
which  administers  the  Incentive  Plan and any officer or  employee  acting on
behalf of the such  committee  shall be fully  indemnified  and protected by the
Company,  to the fullest  extent  permitted by law,  with respect to any action,
determination, or interpretation relating to the Incentive Plan taken or made in
good faith and shall not be personally  liable for any action,  determination or
interpretation taken or made in good faith with respect to the Incentive Plan.

     
Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

     (a)  4.1 Peoples Telephone Company, Inc. 1997 Incentive Plan.

          *4.2 Amended and Restated Certificate of Incorporation of the Company,
               as  amended  to date,  incorporated  herein by  reference  to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1996. (Commission File No. 1-12443)

          *4.3 Restated Bylaws of the Company,  incorporated herein by reference
               to the  Registration  Statement  on Form 10 filed by the  Company
               with the  Commission  on January 20, 1988.  (Commission  File No.
               0-16479)

          *4.4 Form of Second Amended and Restated Warrant Agreement dated as of
               February 17, 1994 between the Company and Creditanstalt  American
               Corporation  ("CAC"),  incorporated  herein by  reference  to the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1994. (Commission File No. 0-16479)

          *4.5 First Amendment to Second Amended and Restated Warrant  Agreement
               dated October 30, 1995 between the Company and CAC,  incorporated
               herein by reference  to the  Company's  Quarterly  Report on Form
               10-Q for the quarter ended September 30, 1995.  (Commission  File
               No. 0-16479)

          *4.6 Second Amendment to Second Amended and Restated Warrant Agreement
               dated April 4, 1996  between  the  Company and CAC,  incorporated
               herein by reference  to the  Company's  Quarterly  Report on Form
               10-Q for the quarter ended March 31, 1996.  (Commission  File No.
               0-16479)

                                       3
*4.7 Form of Stock Purchase  Warrant issued on July 19, 1995 to Appian
               Capital Partners, L.L.C., incorporated herein by reference to the
               Company's  Current  Report  on Form  8-K  dated  July  19,  1995.
               (Commission File No. 0-16479)

          *4.8 Form of Contingent Stock Purchase Warrant issued on July 19, 1995
               to UBS Partners,  Inc.,  incorporated  herein by reference to the
               Company's  Current  Report  on Form  8-K  dated  July  19,  1995.
               (Commission File No. 0-16479)

          5    Opinion of Steel Hector & Davis LLP.

          *10.1Security  Purchase  Agreement  between UBS  Capital  Corporation;
               Appian  Capital  Partners,  L.L.C.  and the Company dated July 3,
               1995,  incorporated  herein by reference to the Company's Current
               Report  on Form 8-K dated  July 19,  1995.  (Commission  File No.
               0-16479)

          *10.2Letter  Agreement,  dated July 18, 1995,  among the Company,  UBS
               Capital  Corporation,  UBS  Partners,  Inc.  and  Appian  Capital
               Partners,  L.L.C.,  amending the Securities  Purchase  Agreement,
               dated  as  of  July  3,  1995  among  the  Company,  UBS  Capital
               Corporation  and Appian Capital  Partners,  L.L.C.,  incorporated
               herein by reference to the Company's  Current  Report on Form 8-K
               dated July 19, 1995. (Commission File No. 0-16479)

          23.1 Consent of Ernst & Young LLP.

          23.2 Consent of Price Waterhouse LLP.

          23.3 Consent of Steel Hector & Davis LLP is included in Exhibit 5.

          24   Power  of  Attorney   (included  on   signature   pages  of  this
               Registration Statement).

*  Incorporated by reference as indicated.

Item 9. Undertakings.

          (a)  The undersigned Company hereby undertakes:

          (1) To file, during any period in which it offers or sells securities,
     a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration  Statement.  Notwithstanding  the foregoing,  any
         

                                       4
increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in the volume and price  represent no more
          than a 20% change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not  previously  disclosed in the  Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

provided,  however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a  post-effective  amendment is contained in periodic
reports  filed with or furnished to the  Commission  by the Company  pursuant to
Section  13 or  Section  15(d) of the  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (b) The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining any liability under the Securities Act, each filing of the Company's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Company  pursuant  to any  provision  or  arrangement  whereby  the  Company may
indemnify  any such  directors,  officers or  controlling  persons  against such
liabilities,  the Company has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against  such  liabilities  (other  than the  payment by the Company of expenses
incurred or paid by a director,  officer or controlling person of the Company in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of Miami, State of Florida, on this 20th day of November,
1997. 

                              PEOPLES TELEPHONE COMPANY, INC.

                              By: /s/ WILLIAM A. BAUM                
                              William A. Baum
                              Chief Financial Officer, Senior Vice President

                                       6
POWER OF ATTORNEY AND SIGNATURES

     Each person whose signature appears below constitutes and appoints E. Craig
Sanders  and William A. Baum,  or either of them,  as his or her true and lawful
attorneys-in-fact  and agents with full power of substitution and resubstitution
for him or her and in his or her name, place and stead in any and all capacities
to execute in the name of each such person who is then an officer or director of
the Company any and all amendments (including post-effective amendments) to this
Registration  Statement and to file the same with all exhibits thereto and other
documents in connection  therewith with the Securities and Exchange  Commission,
granting unto said  attorneys-in-fact and agents and each of them full power and
authority to do and perform  each and every act and thing  required or necessary
to be done in and about the  premises as fully as he or she might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them, or their substitute or substitutes,  may lawfully do or
cause to be done by virtue thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated:

Signature                      Title                              Date
----------------------    -----------------------------     -----------------

/s/ E. CRAIG SANDERS      President, Chief Executive        November 20, 1997
E. Craig Sanders          Officer and Director (Chief
                          Executive Officer)

/s/ WILLIAM A. BAUM       Chief Financial Officer, Senior   November 20, 1997
William A. Baum           Vice President (Principal
                          Financial and Accounting Officer)

/s/ JODY FRANK            Director                          November 20, 1997
Jody Frank

/s/ CHARLES J. DELANEY    Director                          November 20, 1997
Charles J. Delaney

/s/ ROBERT E. LUND        Director                          November 20, 1997
Robert E. Lund

/s/ JUSTIN S. MACCARONE   Director                          November 20, 1997
Justin S. Maccarone
EXHIBIT INDEX
                                 
Exhibit   
  No.   
-------

4.1  Peoples Telephone Company, Inc. 1997 Incentive Plan.

5    Opinion of Steel Hector & Davis LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Price Waterhouse LLP.

23.3 Consent of Steel Hector & Davis LLP is included in Exhibit 5.

24   Power  of  Attorney  (included  on  signature  pages  of this  Registration
     Statement).