As filed with the Securities and Exchange Commission on February 11, 1997

                                                                         333-
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                        Davel Communications Group, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Illinois                              37-1064777
     (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

        1429 Massaro Boulevard
            Tampa, Florida                              33619
(Address of Principal Executive Offices)             (Zip Code)

               Davel Communications Group, Inc. Stock Option Plan
                            (Full Title of the Plan)

                               Mr. Robert D. Hill
                        Davel Communications Group, Inc.
                             1429 Massaro Boulevard
                              Tampa, Florida 33619
                     (Name and Address of Agent For Service)

                                 (813) 623-3545
          (Telephone Number, Including Area Code, of Agent For Service)


                                   Copies to:
                         Mr. Theodore C. Rammelkamp, Jr.
                        Davel Communications Group, Inc.
                              601 W. Morgan Street
                          Jacksonville, Illinois 62651
                                 (217) 243-4391

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                       <C>              <C>                   <C>               <C>

==========================================================================================
                                        Proposed           Proposed Maximum    Amount of
Title of Securities  Amount to be    Maximum Offering    Aggregate Offering  Registration
  to be Registered    Registered     Price Per Share(1)       Price(1)           Fee
------------------------------------------------------------------------------------------
Common Stock ($.01
per share
par value)........   500,000 Shares      $17.50(2)          $8,750,000(2)      $2,651.51
==========================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee.
(2)  Pursuant  to Rule  457(h)(1),  computed  on the basis of the average of the
     high and low prices of the  Registrant's  Common  Stock as  reported on the
     Nasdaq National Market on February 7, 1997.
==========================================================================================
</TABLE>

<PAGE>



                    STATEMENT OF INCORPORATION BY REFERENCE

     The  contents  of  the  Form  S-8  Registration  Statement  for  the  Davel
Communications  Group, Inc. Stock Option Plan (File No. 33-83244),  filed by the
registrant  with the Securities and Exchange  Commission on August 25, 1994, are
incorporated herein by reference as if set forth in their entirety herein.


<PAGE>



                                  SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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  Tampa,  State  of  Florida,  on this  11th  day of
February, 1997.

                                    DAVEL COMMUNICATIONS GROUP, INC.
                     
                     
                                    By:   /s/ Robert D. Hill
                                          Name:  Robert D. Hill
                                          Title: Chief Executive Officer
         

                               POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints David R. Hill and Robert D. Hill, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned and
to file the same, with all exhibits  thereto,  in any and all  capabilities,  to
sign any and all amendments  and any  registration  statement  filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended (including  post-effective
amendments  thereto  and other  documents  in  connection  therewith),  with the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following  persons in their
respective capacities on this 11th day of February, 1997.

Signature                                         Title
---------                                         -----


/s/ David R. Hill                            Chairman of the Board
David R. Hill


/s/ Robert D. Hill                           President, Chief Executive
Robert D. Hill                               Officer and a Director


/s/ Paul B. Demirdjian                       Senior Vice-President of
Paul B. Demirdjian                           Operations and a Director


/s/ Michael E. Hayes                         Senior Vice-President, Chief
Michael E. Hayes                             Financial Officer and a Director


/s/ Michael G. Kouri                         Senior Vice-President of
Michael G. Kouri                             Development and Finance
                                             and a Director


/s/ Theodore C. Rammelkamp, Jr.              Senior Vice-President, General
Theodore C. Rammelkamp, Jr.                  Counsel and a Director


/s/ Glen E. Barber                           Director
Glen E. Barber


/s/ Thomas M. Vitale                         Director
Thomas M. Vitale


/s/ A. Jones Yorke                           Director
A. Jones Yorke



<PAGE>



                                 EXHIBIT INDEX


Exhibit                                                               Sequential
Number                      Description of Exhibit                   Page Number
-------                     ----------------------                   -----------

5                   Opinion of Theodore C. Rammelkamp, Jr.......

10                  Davel Communications Group, Inc. Stock
                    Option Plan, as amended.....................

23.1                Consent of Kerber, Eck & Braeckel...........

23.2                Consent of Theodore C. Rammelkamp, Jr.
                    (included in the opinion filed as Exhibit
                    5 hereto)...................................

24                  Power of Attorney (included on the
                    signature page to this Form S-8
                    Registration Statement).....................

<PAGE>



                                                                     EXHIBIT 5


<PAGE>
















                               February 11, 1997




Davel Communications Group, Inc.
1429 Massaro Boulevard
Tampa, Florida  33619

Ladies and Gentlemen:

           I  am  the  Senior  Vice  President  and  General  Counsel  of  Davel
Communications  Group,  Inc. (the  "Company")  and have acted as counsel for the
Company in connection with the registration under the Securities Act of 1933, as
amended,  of 500,000  shares of its Common Stock,  $.01 par value per share (the
"Shares"),  to be offered pursuant to the Davel Communications Group, Inc. Stock
Option  Plan (the  "Plan").  In  connection  therewith,  I have  examined  or am
otherwise  familiar  with  the  Company's  Certificate  of  Incorporation,   the
Company's By-Laws,  the Plan, the Company's  Registration  Statement on Form S-8
(the "Registration  Statement") relating to the Shares, each as amended to date,
relevant  resolutions  of the Board of Directors of the Company,  and such other
documents and  instruments  as I have deemed  necessary for the purposes of this
opinion.

           I have  assumed the  authenticity  and  completeness  of all records,
certificates and other instruments submitted to me as originals,  the conformity
to  original  documents  of all  records,  certificates  and  other  instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records,  certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

           Based upon the  foregoing,  I am of the  opinion  that the Shares are
duly  authorized for issuance and when issued in accordance  with the provisions
of the Plan will be legally issued, fully paid and non-assessable  shares of the
Company.

           I hereby  consent to the filing of this  opinion as an exhibit to the
Registration Statement.

                         Sincerely,



                         /s/ Theodore C. Rammelkamp, Jr.
                         Theodore C. Rammelkamp, Jr.
                         Senior Vice President & General Counsel


<PAGE>



                                                                    EXHIBIT 10


<PAGE>



              DAVEL COMMUNICATIONS GROUP, INC. STOCK OPTION PLAN
            (As Amended and Restated, Effective as of July 1, 1996)

      1. Purpose.  The Davel  Communications  Group,  Inc. Stock Option Plan was
established by Davel  Communications  Group, Inc., an Illinois  corporation (the
"Company"),  to secure for the Company and its stockholders the benefits arising
from  capital   ownership  by  those  key  employees  of  the  Company  and  its
Subsidiaries  (as defined below) who will be  responsible  for its future growth
and  continued  success.  The Plan is intended to provide a means  whereby  such
individuals  may acquire shares of common stock of the Company  ("Shares").  The
following  provisions  constitute an amendment,  restatement and continuation of
the Plan as in effect immediately prior to July 1, 1996, the "Effective Date" of
the Plan as set forth herein.  The term  "Subsidiary"  means each corporation of
which the Company owns directly or indirectly at least 50% of the total combined
voting power of all classes of stock entitled to vote.

      2.  Administration.  The authority to manage and control the operation and
administration  of the Plan  shall be vested in a  Committee  (the  "Committee")
consisting  of 2 or more members of the Board of  Directors of the Company,  who
shall be appointed  by, and may be removed by, such Board.  Such  members  shall
satisfy  the  requirements  of  a  "disinterested   director"  or  "non-employee
director" whichever is then required for compliance with Rule 16b-3 issued under
section  16 of the  Securities  Exchange  Act of  1934,  as  amended,  and of an
"outside  director" within the meaning of section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). In the absence of any such appointment or
removal, the Committee shall consist of the Compensation  Committee of the Board
of Directors.  Any  interpretation of the Plan by the Committee and any decision
made by the Committee on any matter  within its  discretion is final and binding
on all  persons.  No member of the  Committee  shall be liable for any action or
determination made with respect to the Plan.

     3.  Participation.  Subject to the terms and  provisions  of the Plan,  the
Committee  shall  determine and designate,  from time to time, the key employees
("Participants")  of the Company and its  Subsidiaries  to whom options or Share
Awards (as  described in paragraph 6) are to be granted and the number of shares
to be optioned or granted to each Participant.

      4. Shares Subject to the Plan.  Subject to the provisions of paragraph 12,
the  aggregate  number of Shares for which awards may be granted  under the Plan
shall not exceed  1,000,000  Shares.  If, as to any number of Shares,  any award
granted  pursuant to the Plan shall expire or terminate  for any reason  without
the  issuance of Shares,  such number of Shares  shall  again be  available  for
awards  under the Plan.  The number of Shares  underlying  options  which may be
awarded to any individual  Participant  in any 12-month  period shall not exceed
200,000 Shares.

     5. Awards of Options.  Option awards under the Plan shall be subject to the
following provisions of this paragraph 5.

     (a)  Option Price. The price at which the Shares may be purchased  pursuant
          to the  exercise  of an option  under  the Plan  shall be fixed by the
          Committee on the date the option is granted;  provided,  however, that
          the  purchase  price of a Share under an option shall not be less than
          the par value of such Share.


<PAGE>




     (b)  Option  Expiration  Date.  The  "Expiration  Date" with  respect to an
          option or any portion thereof granted to a Participant  under the Plan
          means the date  established by the Committee at the time of the grant,
          but in no event  later than the date that is ten years  after the date
          on which the option is granted. All rights to purchase Shares pursuant
          to an option shall cease on the option's  Expiration Date,  subject to
          earlier   termination  as  provided  herein.   If  the   Participant's
          employment  with the Company and the  Subsidiaries  terminates for any
          reason,  his or her option may not be exercised after the date of such
          termination of employment,  except to the extent the Committee permits
          exercise after such date, but in any case no later than the Expiration
          Date.

     (c)  Exercise of Options.  Each option shall be exercisable at such time or
          times as shall be  determined  by the Committee at the time the option
          is  granted  or  at  such  earlier  times  as  the   Committee   shall
          subsequently determine. A Participant may exercise an option by giving
          written  notice thereof prior to the option's  Expiration  Date to the
          Chief  Executive  Officer of the  Company at the  Company's  corporate
          headquarters.  Such notice  shall  specify the number of Shares  being
          purchased  and be  accompanied  by the full purchase  price  therefor,
          together with the amount of any required state or federal  withholding
          taxes.  Such  purchase  price and  withholding  taxes shall be paid in
          cash, by tender of stock  certificates  in proper form for transfer to
          the Company  representing  Shares  valued at the Fair Market Value (as
          defined in  paragraph  7) of the Shares on the  preceding  day, in any
          combination  of the  foregoing,  or in any  other  consideration  then
          permitted by the Committee (including payment with a cashless exercise
          program under which, if so instructed by the  Participant,  Shares may
          be issued directly to the Participant's  broker or dealer upon receipt
          of the option price in cash from the broker or dealer),  provided that
          a Participant  may make a written  election to have Shares withheld by
          the  Company  from the Shares  otherwise  to be  received in an amount
          sufficient to satisfy the applicable withholding taxes. The acceptance
          of any such election by a  Participant  shall be subject to guidelines
          established by the Committee.

Options  granted  under the Plan are not intended to qualify as incentive  stock
options under section 422 of the Code.

     6. Share Awards. A "Share Award" under the Plan is the grant of Shares to a
Participant, the number and timing of which shall be determined by the Committee
in its sole discretion. Share Awards shall be subject to the following:

      (a)   During the Restricted  Period (as described  below),  the Shares may
            not be sold, assigned, transferred, pledged or otherwise encumbered.

      (b)   A  certificate  representing  such Shares shall be registered in the
            name of the Participant and shall be deposited with the Company.

                                    -2-

<PAGE>




      (c)   The  Participant  shall be treated as a shareholder  with respect to
            the  Shares,  including  the right to vote such  Shares and  receive
            dividends thereon.

The "Restricted Period" is the period beginning on the date that the Share Award
is granted and ending on the earlier of the date  established  by the  Committee
which date shall be at least six months after the grant date or, if  applicable,
on the  date  the  Shares  are  forfeited.  To the  extent  that  the  Committee
establishes  terms and  conditions  with respect to the vesting of a Share Award
(including   conditions  relating  to  continued  employment  or  attainment  of
specified performance criteria) and such terms and conditions are not satisfied,
the Shares subject to the Share Award shall be forfeited by the Participant.  At
the end of the Restricted  Period with respect to any Shares which have not been
forfeited,  the certificate representing such Shares shall be transferred to the
Participant  (or the  Participant's  legal  representative  or heir) free of all
restrictions.

     7. Fair Market  Value.  Subject to the  provisions of paragraph 12, for all
purposes of the Plan the "Fair Market Value" of a Share as at any date means the
fair value of such Share determined in accordance with procedures established by
the Committee.

      8. Compliance with Applicable Laws. Notwithstanding any other provision in
the Plan, the Company shall have no liability to issue any Shares under the Plan
unless such  issuance  would  comply  with all  applicable  laws and  applicable
requirements of any securities exchange or similar entity. Prior to the issuance
of any Shares under the Plan,  the Company may require a written  statement that
the recipient is acquiring the Shares for  investment  and not for the intention
of distributing the Shares.

      9. Death of Participant.  In the event of the death of a Participant,  any
options which the Participant  was entitled to exercise on the date  immediately
preceding his death shall be  exercisable  by the person or persons to whom that
right passes by will or by the laws of descent and  distribution for a period of
three  months  after the date of death.  Any such  exercise  shall be by written
notice  thereof  filed with the Chief  Executive  Officer of the  Company at the
Company's corporate headquarters prior to the option's Expiration Date.

      10. Transferability. Options under the Plan are not transferable except by
will  or by  the  laws  of  descent  and  distribution  or,  to the  extent  not
inconsistent with the applicable provisions of the Code, pursuant to a qualified
domestic  relations order (as that term is defined in the Code).  Options may be
exercised during the lifetime of the Participant  only by the  Participant,  and
after the death of the Participant, only as provided in paragraph 9.

      11.  Employment  and  Stockholder  Status.  The Plan does not constitute a
contract  of  employment,  and  selection  as a  Participant  will  not give any
employee  the  right  to be  retained  in  the  employ  of  the  Company  or any
Subsidiary.  The grant of an award  under the Plan  shall  not  confer  upon the
holder  thereof any right as a  stockholder  of the  Company  until such time as
Shares are  registered  in his or her name.  No person  entitled to exercise any
option  granted  under the Plan shall have any of the rights or  privileges of a
stockholder of record with respect to any Shares  issuable upon exercise of such
option until certificates representing such Shares

                                    -3-

<PAGE>



have been issued and delivered.  If the  redistribution  of Shares is restricted
pursuant to paragraph 8, certificates representing such Shares may bear a legend
referring to such restrictions.

      12.  Adjustments  to Number of  Shares  Subject  to the Plan and to Option
Terms. Subject to the following provisions of this paragraph 12, in the event of
any  change in the  outstanding  Shares by reason of any stock  dividend,  stock
split, recapitalization,  merger, consolidation, combination, exchange of shares
or other similar corporate  change, an appropriate and proportionate  adjustment
shall  be made in the  number  and  kind of  Shares  subject  to the Plan and to
options  outstanding  under the Plan.  Any such  adjustment  in any  outstanding
option shall be made without change in the aggregate  purchase price  applicable
to the unexercised portion of such option but with a corresponding adjustment in
the price for each Share covered by such option as well as the adjustment in the
number and kind of Shares mentioned above.  Adjustments  under this paragraph 12
shall be made by the Committee, whose determination as to what adjustments shall
be made, and the extent thereof,  shall be final, binding and conclusive.  In no
event shall the purchase price for a Share under an option be adjusted below the
par value of such  Share,  nor shall any  fraction of a Share be issued upon the
exercise of an option.

      13.  Agreement with Company.  At the time of a grant of an award under the
Plan,  the Committee may require a Participant  to enter into an agreement  with
the  Company in a form  specified  by the  Committee  agreeing  to the terms and
conditions  of the  Plan  and to  such  additional  terms  and  conditions,  not
inconsistent  with the  Plan,  as the  Committee  may,  in its sole  discretion,
prescribe.

     14. Term of Plan. Subject to earlier  termination of the Plan in accordance
with  paragraph  15, no  options or Share  Awards may be granted  under the Plan
after August 1, 2003.

      15.  Amendment  and  Termination  of Plan.  Subject to any approval of the
stockholders of the Company which may be required by law, the Board of Directors
of the  Company  may at any time  amend,  suspend  or  terminate  the  Plan.  No
amendment,  suspension  or  termination  of the Plan  shall  alter or impair any
option or Share Award  previously  granted under the Plan without the consent of
the holder thereof.



                                    -4-

<PAGE>



                                                                  EXHIBIT 23.1


<PAGE>


KERBER, ECK & BRAECKEL LLP
Certified Public Accountants






                        Consent of Independent Auditors

      We have  issued  our  reports  dated  March  20,  1996,  accompanying  the
consolidated  financial  statements  of Davel  Communications  Group,  Inc.  and
Subsidiaries  appearing  in  the  1995  Annual  Report  of  the  Company  to its
shareholders  and  accompanying  the schedules  included in the Annual Report on
Form 10-K for the year  ended  December  31,  1995,  which are  incorporated  by
reference  in  this  Registration  Statement  on Form  S-8.  We  consent  to the
incorporation by reference in the Registration  Statement of the  aforementioned
reports.


KERBER, ECK & BRAECKEL LLP

Springfield, Illinois
February 7, 1997
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24276}]
{"company-data": {"conformed-name": "DAVEL COMMUNICATIONS GROUP INC", "cik": "0000911016", "assigned-sic": "4899", "irs-number": "371064777", "state-of-incorporation": "IL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-21553", "film-number": "97524379"}, "business-address": {"street1": "1429 MASSARO BLVD", "city": "TAMPA", "state": "FL", "zip": "33619", "phone": "8136233545"}, "mail-address": {"street1": "601 WEST MORGAN STREET", "city": "JACKSONVILLE", "state": "IL", "zip": "62650"}}
As filed with the Securities and Exchange Commission on February 11, 1997

                                                                         333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        Davel Communications Group, Inc.
             (Exact Name of Registrant as Specified in its Charter)

               Illinois                              37-1064777
     (State or Other Jurisdiction       (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

        1429 Massaro Boulevard
            Tampa, Florida                              33619
(Address of Principal Executive Offices)             (Zip Code)

               Davel Communications Group, Inc. Stock Option Plan
                            (Full Title of the Plan)

                               Mr. Robert D. Hill
                        Davel Communications Group, Inc.
                             1429 Massaro Boulevard
                              Tampa, Florida 33619
                     (Name and Address of Agent For Service)

                                 (813) 623-3545
          (Telephone Number, Including Area Code, of Agent For Service)

                                   Copies to:
                         Mr. Theodore C. Rammelkamp, Jr.
                        Davel Communications Group, Inc.
                              601 W. Morgan Street
                          Jacksonville, Illinois 62651
                                 (217) 243-4391

                         CALCULATION OF REGISTRATION FEE
==========================================================================================
                                        Proposed           Proposed Maximum    Amount of
Title of Securities  Amount to be    Maximum Offering    Aggregate Offering  Registration
  to be Registered    Registered     Price Per Share(1)       Price(1)           Fee
------------------------------------------------------------------------------------------
Common Stock ($.01
per share
par value)........   500,000 Shares      $17.50(2)          $8,750,000(2)      $2,651.51
==========================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee.
(2)  Pursuant  to Rule  457(h)(1),  computed  on the basis of the average of the
     high and low prices of the  Registrant's  Common  Stock as  reported on the
     Nasdaq National Market on February 7, 1997.
==========================================================================================
STATEMENT OF INCORPORATION BY REFERENCE

     The  contents  of  the  Form  S-8  Registration  Statement  for  the  Davel
Communications  Group, Inc. Stock Option Plan (File No. 33-83244),  filed by the
registrant  with the Securities and Exchange  Commission on August 25, 1994, are
incorporated herein by reference as if set forth in their entirety herein.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
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  Tampa,  State  of  Florida,  on this  11th  day of
February, 1997.

                                    DAVEL COMMUNICATIONS GROUP, INC.
                     
                     
                                    By:   /s/ Robert D. Hill
                                          Name:  Robert D. Hill
                                          Title: Chief Executive Officer
         

                               POWER OF ATTORNEY

        Each  person  whose  signature  appears  below  hereby  constitutes  and
appoints David R. Hill and Robert D. Hill, and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution,  for and in the name, place and stead of the undersigned and
to file the same, with all exhibits  thereto,  in any and all  capabilities,  to
sign any and all amendments  and any  registration  statement  filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended (including  post-effective
amendments  thereto  and other  documents  in  connection  therewith),  with the
Securities and Exchange Commission,  and hereby grants to such attorneys-in-fact
and agents,  and each of them,  full power and  authority to do and perform each
and every act and thing  requisite  and  necessary  to be done,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents, or any of
them, or their or his substitutes, may lawfully do or cause to be done by virtue
hereof.

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement has been signed below by the following  persons in their
respective capacities on this 11th day of February, 1997.

Signature                                         Title
---------                                         -----

/s/ David R. Hill                            Chairman of the Board
David R. Hill

/s/ Robert D. Hill                           President, Chief Executive
Robert D. Hill                               Officer and a Director

/s/ Paul B. Demirdjian                       Senior Vice-President of
Paul B. Demirdjian                           Operations and a Director

/s/ Michael E. Hayes                         Senior Vice-President, Chief
Michael E. Hayes                             Financial Officer and a Director

/s/ Michael G. Kouri                         Senior Vice-President of
Michael G. Kouri                             Development and Finance
                                             and a Director

/s/ Theodore C. Rammelkamp, Jr.              Senior Vice-President, General
Theodore C. Rammelkamp, Jr.                  Counsel and a Director

/s/ Glen E. Barber                           Director
Glen E. Barber

/s/ Thomas M. Vitale                         Director
Thomas M. Vitale

/s/ A. Jones Yorke                           Director
A. Jones Yorke
EXHIBIT INDEX

Exhibit                                                               Sequential
Number                      Description of Exhibit                   Page Number
-------                     ----------------------                   -----------

5                   Opinion of Theodore C. Rammelkamp, Jr.......

10                  Davel Communications Group, Inc. Stock
                    Option Plan, as amended.....................

23.1                Consent of Kerber, Eck & Braeckel...........

23.2                Consent of Theodore C. Rammelkamp, Jr.
                    (included in the opinion filed as Exhibit
                    5 hereto)...................................

24                  Power of Attorney (included on the
                    signature page to this Form S-8
                    Registration Statement).....................
EXHIBIT 5
February 11, 1997

Davel Communications Group, Inc.
1429 Massaro Boulevard
Tampa, Florida  33619

Ladies and Gentlemen:

           I  am  the  Senior  Vice  President  and  General  Counsel  of  Davel
Communications  Group,  Inc. (the  "Company")  and have acted as counsel for the
Company in connection with the registration under the Securities Act of 1933, as
amended,  of 500,000  shares of its Common Stock,  $.01 par value per share (the
"Shares"),  to be offered pursuant to the Davel Communications Group, Inc. Stock
Option  Plan (the  "Plan").  In  connection  therewith,  I have  examined  or am
otherwise  familiar  with  the  Company's  Certificate  of  Incorporation,   the
Company's By-Laws,  the Plan, the Company's  Registration  Statement on Form S-8
(the "Registration  Statement") relating to the Shares, each as amended to date,
relevant  resolutions  of the Board of Directors of the Company,  and such other
documents and  instruments  as I have deemed  necessary for the purposes of this
opinion.

           I have  assumed the  authenticity  and  completeness  of all records,
certificates and other instruments submitted to me as originals,  the conformity
to  original  documents  of all  records,  certificates  and  other  instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records,  certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

           Based upon the  foregoing,  I am of the  opinion  that the Shares are
duly  authorized for issuance and when issued in accordance  with the provisions
of the Plan will be legally issued, fully paid and non-assessable  shares of the
Company.

           I hereby  consent to the filing of this  opinion as an exhibit to the
Registration Statement.

                         Sincerely,

                         /s/ Theodore C. Rammelkamp, Jr.
                         Theodore C. Rammelkamp, Jr.
                         Senior Vice President & General Counsel
EXHIBIT 10
DAVEL COMMUNICATIONS GROUP, INC. STOCK OPTION PLAN
            (As Amended and Restated, Effective as of July 1, 1996)

      1. Purpose.  The Davel  Communications  Group,  Inc. Stock Option Plan was
established by Davel  Communications  Group, Inc., an Illinois  corporation (the
"Company"),  to secure for the Company and its stockholders the benefits arising
from  capital   ownership  by  those  key  employees  of  the  Company  and  its
Subsidiaries  (as defined below) who will be  responsible  for its future growth
and  continued  success.  The Plan is intended to provide a means  whereby  such
individuals  may acquire shares of common stock of the Company  ("Shares").  The
following  provisions  constitute an amendment,  restatement and continuation of
the Plan as in effect immediately prior to July 1, 1996, the "Effective Date" of
the Plan as set forth herein.  The term  "Subsidiary"  means each corporation of
which the Company owns directly or indirectly at least 50% of the total combined
voting power of all classes of stock entitled to vote.

      2.  Administration.  The authority to manage and control the operation and
administration  of the Plan  shall be vested in a  Committee  (the  "Committee")
consisting  of 2 or more members of the Board of  Directors of the Company,  who
shall be appointed  by, and may be removed by, such Board.  Such  members  shall
satisfy  the  requirements  of  a  "disinterested   director"  or  "non-employee
director" whichever is then required for compliance with Rule 16b-3 issued under
section  16 of the  Securities  Exchange  Act of  1934,  as  amended,  and of an
"outside  director" within the meaning of section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"). In the absence of any such appointment or
removal, the Committee shall consist of the Compensation  Committee of the Board
of Directors.  Any  interpretation of the Plan by the Committee and any decision
made by the Committee on any matter  within its  discretion is final and binding
on all  persons.  No member of the  Committee  shall be liable for any action or
determination made with respect to the Plan.

     3.  Participation.  Subject to the terms and  provisions  of the Plan,  the
Committee  shall  determine and designate,  from time to time, the key employees
("Participants")  of the Company and its  Subsidiaries  to whom options or Share
Awards (as  described in paragraph 6) are to be granted and the number of shares
to be optioned or granted to each Participant.

      4. Shares Subject to the Plan.  Subject to the provisions of paragraph 12,
the  aggregate  number of Shares for which awards may be granted  under the Plan
shall not exceed  1,000,000  Shares.  If, as to any number of Shares,  any award
granted  pursuant to the Plan shall expire or terminate  for any reason  without
the  issuance of Shares,  such number of Shares  shall  again be  available  for
awards  under the Plan.  The number of Shares  underlying  options  which may be
awarded to any individual  Participant  in any 12-month  period shall not exceed
200,000 Shares.

     5. Awards of Options.  Option awards under the Plan shall be subject to the
following provisions of this paragraph 5.

     (a)  Option Price. The price at which the Shares may be purchased  pursuant
          to the  exercise  of an option  under  the Plan  shall be fixed by the
          Committee on the date the option is granted;  provided,  however, that
          the  purchase  price of a Share under an option shall not be less than
          the par value of such Share.
(b)  Option  Expiration  Date.  The  "Expiration  Date" with  respect to an
          option or any portion thereof granted to a Participant  under the Plan
          means the date  established by the Committee at the time of the grant,
          but in no event  later than the date that is ten years  after the date
          on which the option is granted. All rights to purchase Shares pursuant
          to an option shall cease on the option's  Expiration Date,  subject to
          earlier   termination  as  provided  herein.   If  the   Participant's
          employment  with the Company and the  Subsidiaries  terminates for any
          reason,  his or her option may not be exercised after the date of such
          termination of employment,  except to the extent the Committee permits
          exercise after such date, but in any case no later than the Expiration
          Date.

     (c)  Exercise of Options.  Each option shall be exercisable at such time or
          times as shall be  determined  by the Committee at the time the option
          is  granted  or  at  such  earlier  times  as  the   Committee   shall
          subsequently determine. A Participant may exercise an option by giving
          written  notice thereof prior to the option's  Expiration  Date to the
          Chief  Executive  Officer of the  Company at the  Company's  corporate
          headquarters.  Such notice  shall  specify the number of Shares  being
          purchased  and be  accompanied  by the full purchase  price  therefor,
          together with the amount of any required state or federal  withholding
          taxes.  Such  purchase  price and  withholding  taxes shall be paid in
          cash, by tender of stock  certificates  in proper form for transfer to
          the Company  representing  Shares  valued at the Fair Market Value (as
          defined in  paragraph  7) of the Shares on the  preceding  day, in any
          combination  of the  foregoing,  or in any  other  consideration  then
          permitted by the Committee (including payment with a cashless exercise
          program under which, if so instructed by the  Participant,  Shares may
          be issued directly to the Participant's  broker or dealer upon receipt
          of the option price in cash from the broker or dealer),  provided that
          a Participant  may make a written  election to have Shares withheld by
          the  Company  from the Shares  otherwise  to be  received in an amount
          sufficient to satisfy the applicable withholding taxes. The acceptance
          of any such election by a  Participant  shall be subject to guidelines
          established by the Committee.

Options  granted  under the Plan are not intended to qualify as incentive  stock
options under section 422 of the Code.

     6. Share Awards. A "Share Award" under the Plan is the grant of Shares to a
Participant, the number and timing of which shall be determined by the Committee
in its sole discretion. Share Awards shall be subject to the following:

      (a)   During the Restricted  Period (as described  below),  the Shares may
            not be sold, assigned, transferred, pledged or otherwise encumbered.

      (b)   A  certificate  representing  such Shares shall be registered in the
            name of the Participant and shall be deposited with the Company.

                                    -2-
(c)   The  Participant  shall be treated as a shareholder  with respect to
            the  Shares,  including  the right to vote such  Shares and  receive
            dividends thereon.

The "Restricted Period" is the period beginning on the date that the Share Award
is granted and ending on the earlier of the date  established  by the  Committee
which date shall be at least six months after the grant date or, if  applicable,
on the  date  the  Shares  are  forfeited.  To the  extent  that  the  Committee
establishes  terms and  conditions  with respect to the vesting of a Share Award
(including   conditions  relating  to  continued  employment  or  attainment  of
specified performance criteria) and such terms and conditions are not satisfied,
the Shares subject to the Share Award shall be forfeited by the Participant.  At
the end of the Restricted  Period with respect to any Shares which have not been
forfeited,  the certificate representing such Shares shall be transferred to the
Participant  (or the  Participant's  legal  representative  or heir) free of all
restrictions.

     7. Fair Market  Value.  Subject to the  provisions of paragraph 12, for all
purposes of the Plan the "Fair Market Value" of a Share as at any date means the
fair value of such Share determined in accordance with procedures established by
the Committee.

      8. Compliance with Applicable Laws. Notwithstanding any other provision in
the Plan, the Company shall have no liability to issue any Shares under the Plan
unless such  issuance  would  comply  with all  applicable  laws and  applicable
requirements of any securities exchange or similar entity. Prior to the issuance
of any Shares under the Plan,  the Company may require a written  statement that
the recipient is acquiring the Shares for  investment  and not for the intention
of distributing the Shares.

      9. Death of Participant.  In the event of the death of a Participant,  any
options which the Participant  was entitled to exercise on the date  immediately
preceding his death shall be  exercisable  by the person or persons to whom that
right passes by will or by the laws of descent and  distribution for a period of
three  months  after the date of death.  Any such  exercise  shall be by written
notice  thereof  filed with the Chief  Executive  Officer of the  Company at the
Company's corporate headquarters prior to the option's Expiration Date.

      10. Transferability. Options under the Plan are not transferable except by
will  or by  the  laws  of  descent  and  distribution  or,  to the  extent  not
inconsistent with the applicable provisions of the Code, pursuant to a qualified
domestic  relations order (as that term is defined in the Code).  Options may be
exercised during the lifetime of the Participant  only by the  Participant,  and
after the death of the Participant, only as provided in paragraph 9.

      11.  Employment  and  Stockholder  Status.  The Plan does not constitute a
contract  of  employment,  and  selection  as a  Participant  will  not give any
employee  the  right  to be  retained  in  the  employ  of  the  Company  or any
Subsidiary.  The grant of an award  under the Plan  shall  not  confer  upon the
holder  thereof any right as a  stockholder  of the  Company  until such time as
Shares are  registered  in his or her name.  No person  entitled to exercise any
option  granted  under the Plan shall have any of the rights or  privileges of a
stockholder of record with respect to any Shares  issuable upon exercise of such
option until certificates representing such Shares

                                    -3-
have been issued and delivered.  If the  redistribution  of Shares is restricted
pursuant to paragraph 8, certificates representing such Shares may bear a legend
referring to such restrictions.

      12.  Adjustments  to Number of  Shares  Subject  to the Plan and to Option
Terms. Subject to the following provisions of this paragraph 12, in the event of
any  change in the  outstanding  Shares by reason of any stock  dividend,  stock
split, recapitalization,  merger, consolidation, combination, exchange of shares
or other similar corporate  change, an appropriate and proportionate  adjustment
shall  be made in the  number  and  kind of  Shares  subject  to the Plan and to
options  outstanding  under the Plan.  Any such  adjustment  in any  outstanding
option shall be made without change in the aggregate  purchase price  applicable
to the unexercised portion of such option but with a corresponding adjustment in
the price for each Share covered by such option as well as the adjustment in the
number and kind of Shares mentioned above.  Adjustments  under this paragraph 12
shall be made by the Committee, whose determination as to what adjustments shall
be made, and the extent thereof,  shall be final, binding and conclusive.  In no
event shall the purchase price for a Share under an option be adjusted below the
par value of such  Share,  nor shall any  fraction of a Share be issued upon the
exercise of an option.

      13.  Agreement with Company.  At the time of a grant of an award under the
Plan,  the Committee may require a Participant  to enter into an agreement  with
the  Company in a form  specified  by the  Committee  agreeing  to the terms and
conditions  of the  Plan  and to  such  additional  terms  and  conditions,  not
inconsistent  with the  Plan,  as the  Committee  may,  in its sole  discretion,
prescribe.

     14. Term of Plan. Subject to earlier  termination of the Plan in accordance
with  paragraph  15, no  options or Share  Awards may be granted  under the Plan
after August 1, 2003.

      15.  Amendment  and  Termination  of Plan.  Subject to any approval of the
stockholders of the Company which may be required by law, the Board of Directors
of the  Company  may at any time  amend,  suspend  or  terminate  the  Plan.  No
amendment,  suspension  or  termination  of the Plan  shall  alter or impair any
option or Share Award  previously  granted under the Plan without the consent of
the holder thereof.

                                    -4-
EXHIBIT 23.1
KERBER, ECK & BRAECKEL LLP
Certified Public Accountants

                        Consent of Independent Auditors

      We have  issued  our  reports  dated  March  20,  1996,  accompanying  the
consolidated  financial  statements  of Davel  Communications  Group,  Inc.  and
Subsidiaries  appearing  in  the  1995  Annual  Report  of  the  Company  to its
shareholders  and  accompanying  the schedules  included in the Annual Report on
Form 10-K for the year  ended  December  31,  1995,  which are  incorporated  by
reference  in  this  Registration  Statement  on Form  S-8.  We  consent  to the
incorporation by reference in the Registration  Statement of the  aforementioned
reports.

KERBER, ECK & BRAECKEL LLP

Springfield, Illinois
February 7, 1997