UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ 
         TO __________,19 ___ .

                            Commission File Number:
                                    0-27778

                          Premiere Technologies, Inc.
             (Exact name of registrant as specified in its charter)

Georgia                                                59-3074176
(State or other jurisdiction of                  (I.R.S. Employer Identi-
incorporation or organization)                          fication No.)

                             3399 Peachtree Road NE
                         The Lenox Building, Suite 400
                             Atlanta, Georgia 30326
          (Address of principal executive offices, including zip code)

                                 (404) 237-2911
              (Registrant's telephone number, including area code)

                                      N/A

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

    (1)  Yes   X    No        (2)  Yes       No   X           
             -----     -----          -----     -----          


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


            Class                                    Outstanding at May 15, 1996
- - -----------------------------                        ---------------------------
Common Stock, $0.01 par value                              20,640,868 shares


 
                   Premiere Technologies, Inc. and Subsidiary

                               INDEX TO FORM 10-Q

                                                                         PAGE
                                                                         ----
PART I  FINANCIAL INFORMATION
 
     Item 1 Financial Statements

                 Condensed Consolidated Balance Sheets as of    
                 December 31, 1995 and March 31, 1996                      3

                 Condensed Consolidated Statements of Operations for the
                 Three Months Ended March 31, 1995 and 1996                5
 
                 Condensed Consolidated Statements of Cash Flows for the
                 Three Months Ended March 31, 1995 and 1996                6
 
                 Notes to Condensed Consolidated Financial Statements      7
 
     Item 2 Management's Discussion and Analysis of Financial
            Condition and Results of Operations                            8
 

PART II OTHER INFORMATION
 
     Item 1 Legal Proceedings                                             10
 
     Item 2 Changes in Securities                                         10  

     Item 3 Defaults upon Senior Securities                               10

     Item 4 Submission of Matters to a Vote of Security Holders           10

     Item 5 Other Information                                             10

     Item 6 Exhibits and Reports on Form 8-K                              11

SIGNATURES                                                                12

EXHIBITS INDEX                                                            13

                                       2


 

                        PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

                  PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                  AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
 
 
                                                                 December 31, 1995    March 31, 1996
                                                                 -----------------    --------------
                                                                     (Audited)          (Unaudited)
                                                                                  
ASSETS                                                            

CURRENT ASSETS:

    Cash and cash equivalents                                        $1,981,144       $2,345,528  
    Investments                                                       3,515,782       78,051,890  
    Accounts receivable (less allowance for doubtful accounts of                                  
      $107,613 and $396,088, respectively)                            3,013,185        3,387,033  
    Due from related parties                                            276,477           14,791  
    Prepaid expenses and other                                          497,746          459,790  
    Deferred tax asset, net                                           2,533,403        1,985,498
                                                                   ------------       ----------  
         Total current assets                                        11,817,737       86,244,530  
                                                                   ------------       ----------  
PROPERTY AND EQUIPMENT (Note 4)                                       5,734,992        7,851,144  
    Less:  accumulated depreciation                                    (980,943)      (1,310,332) 
                                                                   ------------       ----------  
         Net property and equipment                                   4,754,049        6,540,812  
                                                                   ------------       ----------  
     
OTHER ASSETS:                                                                                     
                                                                                                  
    Deferred software development costs, net                             78,105           68,719  
    Due from related parties                                            100,672          100,786  
    Other                                                               237,099           99,946  
                                                                    ------------       ----------  
                                                                     $16,987,662      $93,054,793   
                                                                    ============      ===========

The accompanying notes are an integral part of these condensed consolidated balance sheets.
 

                                              3



                  PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY

                     CONDENSED CONSOLIDATED BALANCE SHEETS
                  AS OF DECEMBER 31, 1995 AND MARCH 31, 1996
 
 
                                                                 December 31, 1995    March 31, 1996
                                                                 -----------------    --------------
                                                                     (Audited)          (Unaudited)
                                                                                  

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

    Accounts payable                                                  $  849,584       $1,251,529   
    Accrued payroll                                                      357,345          403,421   
    Accrued transmission                                               1,325,094        1,223,028   
    Accrued sales taxes                                                  780,661          824,197   
    Accrued bonuses                                                       15,000           88,918   
    Accrued construction costs                                           883,850           48,520   
    Other accrued expenses                                               887,726        1,530,263   
    Unearned revenue                                                     352,541          855,907   
    Current portion of capital lease obligation                          172,422          251,507   
    Dividends payable on preferred stock                                 647,644                0   
    Notes payable                                                         10,500           10,500   
                                                                    ------------       ----------  
         Total current liabilities                                     6,282,367        6,487,790   
                                                                    ------------       ----------  
LONG TERM LIABILITIES:                                                                              
                                                                                                    
    Notes payable                                                      1,915,192           21,000   
    Obligation under capital lease                                       355,160          339,992   
    Deferred tax liability                                               242,216          242,216   
                                                                    ------------       ----------                 
         Total long term liabilities                                   2,512,568          603,208   
                                                                    ------------       ----------  

SHAREHOLDERS' EQUITY:

    Series A convertible, redeemable 8% cumulative preferred stock,
     $0.01 par value; 5,000,000 shares authorized, 128,983 and 
     0 shares issued and outstanding, respectively, converted to
     common stock                                                      3,906,500                0
    Common Stock, $0.01 par value; 150,000,000 shares
      authorized, 12,367,920 and 20,640,868 shares issued and
      outstanding, respectively                                          123,679          206,409
    Additional paid-in capital                                         7,237,795       85,982,847
    Subscriptions receivable                                          (2,436,703)               0
    Stock warrants outstanding                                           243,760           12,613
    Accumulated deficit                                                 (882,304)        (238,074)
                                                                    ------------       ----------  
         Total shareholders' equity                                    8,192,727       85,963,795
                                                                    ------------       ----------  
                                                                     $16,987,662      $93,054,793
                                                                     ===========      ===========

The accompanying notes are an integral part of these condensed consolidated balance sheets.
 

                                       4




 
                  PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY

               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
 
 

                                                          1995             1996
                                                       ----------        ----------
                                                       (Unaudited)       (Unaudited)
                                                                    
REVENUES:
    Subscriber services                                 $2,431,382       $7,204,316
    License fees                                           901,564        2,296,273
    Hospitality services                                   271,021          254,806
    Other revenues                                          45,893          337,727
                                                        ----------       ----------
         Total revenues                                  3,649,860       10,093,122
COST OF SERVICES                                         1,251,402        3,450,941
                                                        ----------       ----------
GROSS MARGIN                                             2,398,458        6,642,181
                                                        ----------       ----------
OPERATING EXPENSES:
    Selling and marketing                                1,195,601        3,653,505
    General and administrative                             790,509        1,711,303
    Depreciation and amortization                          116,796          344,486
                                                        ----------       ----------
         Total operating expenses                        2,102,906        5,709,294
                                                        ----------       ----------
OPERATING INCOME                                           295,552          932,887
                                                        ----------       ----------
OTHER INCOME (EXPENSE):
    Interest income                                         65,635          266,186
    Interest expense                                       (81,642)         (90,473)
    Other, net                                              12,154           (4,563)
                                                        ----------       ----------
         Total other income (expense)                       (3,853)         171,150
                                                        ----------       ----------
NET INCOME BEFORE INCOME TAXES
  AND EXTRAORDINARY LOSS                                   291,699        1,104,037
PROVISION FOR INCOME TAXES                                  56,618          371,219
                                                        ----------       ----------
NET INCOME BEFORE EXTRAORDINARY LOSS                       235,081          732,818
EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT
  OF DEBT, NET OF TAX EFFECT OF $37,880                          0           59,251
                                                        ----------       ----------
NET INCOME                                                 235,081          673,567
PREFERRED STOCK  DIVIDENDS                                  77,105                0
                                                        ----------       ----------
NET INCOME ATTRIBUTABLE TO COMMON SHARE-
  HOLDERS                                                 $157,976         $673,567
                                                        ==========       ==========
PRO FORMA INCOME ATTRIBUTABLE TO COMMON
  SHAREHOLDERS FOR PRIMARY EARNINGS PER SHARE             $218,923       $1,010,547
                                                        ==========       ==========
PRO FORMA INCOME PER COMMON AND COMMON
  EQUIVALENT SHARES:  Primary  (Note 3)                      $0.01            $0.05
                                                        ==========       ==========
SHARES USED IN COMPUTING EARNINGS PER COMMON
  AND COMMON EQUIVALENT SHARES:  Primary                19,038,557       18,750,781
                                                        ==========       ==========

The accompanying notes are an integral part of these condensed consolidated statements.
 
                                       5


 
 
                  PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1996
 
 

                                                          1995             1996
                                                       ----------        ----------
                                                       (Unaudited)       (Unaudited)
                                                                    
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net Income                                             $235,081          $673,567
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                       116,796           344,486
      Amortization of note discount                        11,127             8,677
      Loss on early extinguishment of debt                      0            97,131
      Loss on sale of asset                                     0            17,672
      Changes in assets and liabilities:

        Accounts receivable, net                         (160,826)         (373,848)
        Prepaid expenses and other                       (109,923)          175,109
        Deferred tax asset                                      0           547,905
        Accounts payable                                  301,339           401,945
        Accrued expenses                                  178,001          (131,329)
        Unearned revenue                                   15,628           503,366
                                                       ----------        ----------
             Total adjustments                            352,142         1,591,114
                                                       ----------        ----------
             Net cash provided by operating activities    587,223         2,264,681
                                                       ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Purchase of property and equipment, net                (436,469)       (2,028,359)
  Purchase of investments, net                                716       (74,536,106)
  Due from related parties, net                             2,861           261,572
                                                       ----------        ----------
             Net cash used in investing activities       (432,892)      (76,302,893)
                                                       ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from issuance of common stock, net                   0        74,666,094
  Principal payments under capital lease obligation       (22,129)          (47,260)
  Proceeds from issuance of note payable                   54,000                 0
  Early extinguishment of debt                                  0        (2,000,000)
  Payment of dividends on preferred stock                       0          (676,981)
  Proceeds from payments of subscriptions receivable            0         2,436,703
  Proceeds from exercises of stock options                      0            24,040
                                                       ----------        ----------
             Net cash provided by financing activities     31,871        74,402,596
                                                       ----------        ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                 186,202           364,384

CASH AND CASH EQUIVALENTS, beginning of period          1,513,528         1,981,144
                                                       ----------        ----------

CASH AND CASH EQUIVALENTS, end of period               $1,699,730        $2,345,528
                                                       ==========        ==========

SUPPLEMENTAL CASH FLOW DISCLOSURES:
  Cash paid for interest                                  $70,515           $81,796
                                                       ==========        ==========
The accompanying notes are an integral part of these condensed consolidated statements.
 
                                               
                                       6


 
                   PREMIERE TECHNOLOGIES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Basis of Presentation

     The accompanying condensed consolidated financial statements, with the
exception of the December 31, 1995 condensed consolidated balance sheet, are
unaudited and have been prepared by the management of Premiere Technologies,
Inc. (the "Company") in accordance with the rules and regulations of the
Securities and Exchange Commission.  Accordingly, certain information and
footnote disclosures usually found in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted.  In the opinion of the management of the Company, all adjustments
(consisting of only normal recurring adjustments) considered necessary for fair
presentation of the condensed consolidated financial statements have been
included, and the accompanying condensed consolidated financial statements
present fairly the financial position and the results of operations for the
interim periods presented.  The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
included in the Company's Registration Statement on Form S-1 (Reg. No. 33-
80547), as amended, declared effective by the Securities and Exchange Commission
on March 4, 1996.

2.   Initial Public Offering

     The Company issued 4,570,000 shares of its $0.01 par value common stock in
an initial public offering in March 1996.  Proceeds to the Company, net of the 
underwriting discount and expenses of the offering, were $74,666,094.  The
Company plans to use approximately $10.8 million of the net proceeds to invest
in expansion and enhancement of the Company's network management system and
related network and the Company's other infrastructure, has already used
approximately $2.0 million to repay indebtedness, and will retain the remaining
net proceeds for working capital and other general corporate purposes.

3.   Earnings Per Share

     Primary net income per share is computed under the modified treasury stock
method using the weighted average number of shares of common stock and
dilutive common stock equivalent shares ("CSEs") from stock options. The
modified treasury stock method was used for CSEs issued earlier than the 
12-month period prior to the initial filing of the Registration Statement
relating to the Company's initial public offering. Under the modified treasury
stock method, proceeds from the exercise of CSEs consist of the exercise price
of the CSEs, as well as the related income tax benefit to the Company. CSE
proceeds are assumed to be applied first to repurchase up to 20% of the
Company's common stock, and then to repay outstanding long term indebtedness.
Any remaining CSE proceeds are assumed to be invested in U.S. Government
securities. The modified treasury stock method is not applied when the effect is
anti-dilutive.

     In determining the Company's primary net income per share under the
modified treasury stock method, net income per share applicable to common
shareholders has been adjusted on a pro forma basis to reflect the decrease in
interest expense related to loans outstanding to a licensed small business
investment company ("SBIC"). To the extent that excess proceeds from the assumed
exercise of outstanding options and tax benefits from the assumed exercise were
in excess of the SBIC loans, an increase in interest income related to the
investment of such excess proceeds in U.S. Government securities is reflected in
adjusted net income per share applicable to common shareholders. The pro forma
net interest adjustment to primary net income per share under the modified
treasury stock method was $60,947 and $336,980 for the three months ended March
31, 1995 and 1996, respectively.

     Fully diluted net income per common and common equivalent share is
computed by including convertible instruments which are not CSEs in the weighted
average per share calculation (using the modified treasury stock method) at
period-end market value of stock prices.  To the extent that the convertible
securities are anti-dilutive, they are not included in the fully diluted net
income per common and common equivalent share.  For all periods presented, the
inclusion of convertible securities in the fully diluted calculation are 
anti-dilutive, they are not included in the fully diluted net income per common
and common equivalent share. For all periods presented, the inclusion of
convertible securities in the fully diluted calculation are anti-dilutive.
Accordingly, fully diluted earnings per share data is not presented.

                                       7


 
4.    Property and Equipment

      Balances of major classes of fixed assets and the related accumulated
      depreciation are as follows:


 
                                          December 31, 1995   March 31, 1996
                                          -----------------   --------------
 
                                                        
          Computer equipment                     $3,263,658      $ 4,587,462
          Furniture and fixtures                    247,283          434,668
          Office equipment                          147,778          258,212
          Leasehold improvements                    455,862        1,674,545
          Construction in progress                  883,850           48,520
                                                 ----------      -----------
                                                  4,998,431        7,003,407
          Less accumulated depreciation            (725,603)      (1,001,852)
                                                 ----------      -----------

          Property and equipment, net            $4,272,828      $ 6,001,555
                                                 ==========      ===========
 
      The assets under capital leases included in property and equipment in the
      balance sheets are as follows:

                                          December 31, 1995   March 31, 1996
                                          -----------------   --------------
 
          Telecommunications equipment           $  736,561      $   847,737
          Less accumulated depreciation            (255,340)        (308,480)
                                                 ----------      -----------
          Property and equipment, net            $  481,221      $   539,257
                                                 ==========      ===========
 


ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Three Months Ended March 31, 1995 Compared to Three Months Ended March 31, 1996

Revenues.  Total revenues increased $6.5 million or 180.6% from $3.6 million in
the three months ended March 31, 1995 to $10.1 million in the three months ended
March 31, 1996.  Subscriber services revenues increased $4.8 million or 200%
from $2.4 million in the three months ended March 31, 1995 to $7.2 million in
the three months ended March 31, 1996.  This increase was due almost entirely to
increased revenues from Premiere Worldlink subscriber services resulting
primarily from response to the Company's print advertising campaign, which was
substantially expanded after the first quarter of 1995 through the first three
months of 1996. Additional co-branded relationships were in existence during the
three months ended March 31, 1996, which also contributed to the growth in
Premiere Worldlink subscriber services revenues. Revenues from AFCOM subscriber
services remained stable. License fee revenues increased $1.4 million or 155.2%
from $902,000 in the three months ended March 31, 1995 to $2.3 million in the
three months ended March 31, 1996. This increase was due to the establishment of
additional licensing relationships and increased revenues from existing
licensees. Hospitality services revenues remained stable. As a percentage of
total revenues, hospitality services revenues decreased from 7.5% in the three
months ended March 31, 1995 to 2.5% in the three months ended March 31, 1996,
which reflects the Company's decision to emphasize growth of subscriber services
and license fees revenues. While the Company does not anticipate any material
growth in hospitality services revenues, the Company continues these operations,
in part because it believes the operations provide opportunities to market its
subscriber services. Other services revenues increased $292,000 or 634.8% from
$46,000 in the three months ended March 31, 1995 to $338,000 in the three months
ended March 31, 1996. This increase was attributable primarily to $240,000 of
nonrecurring system design and development revenue.

Cost of Services.  Cost of services increased $2.2 million or 169.2% from $1.3
million in the three months ended March 31, 1995 to $3.5 million in the three
months ended March 31, 1996, but remained stable as a percentage of revenues.

                                       8



 
Selling and Marketing Expenses. Selling and marketing expenses increased $2.5
million or 208.3%  from $1.2 million in the three months ended March 31, 1995 to
$3.7 million in the three months ended March 31, 1996, and increased as a
percentage of revenues from 33.3% to 36.6%. This increase was due to greater
expenditures on print advertising and other selling and marketing costs related
to the increase in subscribers and revenues.

General and Administrative Expenses. General and administrative expenses
increased $921,000 or 116.4% from $791,000 in the three months ended March 31,
1995 to $1.7 million in the three months ended March 31, 1996.  This increase
was due primarily to increased numbers of employees and related expenses to
support the Company's growth.  These expenses decreased as a percentage of
revenues from 22.0% in the three months ended March 31, 1995 to 16.8% in the
three months ended March 31, 1996.  This decrease was attributable primarily to
increased operating leverage due to higher revenues.

Depreciation and Amortization Expense.  Depreciation and amortization expense
increased $227,000 or 194.0% from $117,000 in the three months ended March 31,
1995 to $344,000 in the three months ended March 31, 1996.  This increase was
due primarily to depreciation of additional equipment acquired during 1995 and
the three months ended March 31,1996.

Operating Income. Operating income increased $637,000 or 215.2% from $296,000 in
the three months ended March 31, 1995 to $933,000 in the three months ended
March 31, 1996. Operating income as a percentage of revenues increased from 8.2%
in the three months ended March 31, 1995 to 9.2% in the three months ended March
31, 1996.

Interest Income.  Interest income increased $200,000 or 303.0% from $66,000 in
the three months ended March 31, 1995 to $266,000 in the three months ended
March 31, 1996.  This increase was attributable to the Company's investment of
the net proceeds from its initial public offering.

Interest Expense.  Interest expense increased $9,000 or 11.0% from $82,000 in
the three months ended March 31, 1995 to $91,000 in the three months ended March
31, 1996.

Income Taxes.  Income taxes on net income before extraordinary loss increased
$274,000 or 480.7% from $57,000 (an effective tax rate of 19.5%) in the three
months ended March 31, 1995 to $371,000 (an effective tax rate of 33.6%) in
the three months ended March 31, 1996.  The Company's effective tax rate was
less than the statutory rate due to the use of net operating loss carryforwards
in the first quarter of 1995 and the Company's investment of the net proceeds of
its initial public offering in tax free instruments in the first quarter of
1996.

Extraordinary Loss.   As a result of the early extinguishment of debt, the
Company recognized an extraordinary loss of $59,000, net of the income tax
effect of $38,000, in the quarter ended March 31, 1996.  This debt consisted of
two $1.0 million loans obtained from an SBIC in 1992 and 1993. The extraordinary
loss resulted from the write-off of the remaining unamortized discount related
to stock warrants issued in connection with the loans.

Net Income.  As a result of the foregoing, net income increased $439,000 or
186.8% from $235,000 in the three months ended March 31, 1995 to $674,000 in the
three months ended March 31, 1996.  Net income as a percentage of revenues
increased from 6.5% in the three months ended March 31, 1995 to 6.7% in the
three months ended March 31, 1996.  Without giving effect to the Company's
extraordinary loss, the Company's net income as a percentage of revenues would
have been 7.3% in the three months ended March 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary sources of funds are from current amounts of cash and
cash equivalents (including the net proceeds of the Company's initial public
offering) and operations.  The Company's principal uses of cash are for working
capital and capital expenditures.

                                       9



 
     The Company anticipates that capital expenditures for improvements to its
network management system platform will require capital expenditures of
approximately $10.8 million. This includes enhancements to the database as well
as establishing the Company's proposed platform site in Dallas, Texas, and the
installation of telnodes and network managers in the United Kingdom and New
Zealand.

     The Company believes that funds provided by operations and current amounts
of cash, cash equivalents, and short-term investments, including the net
proceeds of the Company's initial public offering, will be sufficient to meet
its presently anticipated needs for working capital and capital expenditures.


                          PART II    OTHER INFORMATION

Item 1.    Legal Proceedings

     As previously disclosed in the Company's Registration Statement on Form S-1
(Reg. No. 33-80547), as amended, relating to the Company's March 1996 initial
public offering, on January 30, 1996, Eric Bott, E.B. Elliott and Cost Recovery
Systems, Inc. ("CRS") filed a complaint against the Company's subsidiary,
Premiere Communications, Inc., and the Company's President, Boland T. Jones, in
the Superior Court of Fulton County, Georgia. In the complaint, the plaintiffs
allege that: (i) Mr. Bott, a former Company employee, is entitled to options to
purchase 10,000 shares of common stock of Premiere Communications, Inc. at $5.00
per share; (ii) Mr. Bott is entitled to a commission equal to 10% of all
revenues that have been and in the future are collected as a result of the
Company's licensing arrangement with one of its customers; (iii) Mr. Bott is
entitled to $7,000 for consulting work allegedly performed for the Company;
(iv) Mr. Bott is entitled to unspecified damages resulting from his sale in June
1995 of 750 shares of common stock of Premiere Communications, Inc. to an
unrelated third party for an unspecified amount; (v) Mr. Elliott or CRS, an
affiliate of Mr. Elliott, is entitled to options to purchase 5,000 or 10,000
shares of common stock of Premiere Communications, Inc. at an unspecified
exercise price arising out of work allegedly performed by CRS for the Company;
and (vi) CRS is owed an unspecified amount of commissions from the Company
relating to sales of the Company's telecommunications services by CRS.
Subsequent to the filing of the complaint, the plaintiffs dismissed without
prejudice count (iv), above. The plaintiffs also seek attorneys fees and
unspecified amounts of punitive damages. The Company has filed an answer and
counterclaim denying all allegations of the complaint and asserting various
affirmative defenses, and the Company intends to vigorously defend the action.
Assuming that the allegations concerning stock options and stock sales relate to
the common stock of Premiere Technologies, Inc., rather than Premiere
Communications, Inc., as alleged, the Company believes that the share numbers
and exercise prices have not been adjusted for the 24-to-1 stock split effected
in December 1995. In this regard, the plaintiffs have filed a motion to add the
Company as a defendant and to amend their complaint to assert their claims
against the Company. Adjusting the share numbers and exercise prices of these
options to reflect the 24-to-1 stock split, the plaintiffs' claims relate to
options to purchase up to a total of 480,000 shares of Common Stock and the
alleged exercise price of $5.00 per share with regard to a portion of such
options becomes approximately $0.21 per share. The Company believes it has
meritorious defenses to the plaintiffs' allegations, but due to inherent
uncertainties of litigation, the Company is unable to predict the outcome of
this litigation. If the outcome of the litigation is adverse to the Company, it
could have a material adverse effect on the Company's business, operating
results and financial condition.

Item 2.    Changes in Securities
           None

Item 3.    Defaults upon Senior Securities
           None

Item 4.    Submission of Matters to a Vote of Security Holders
           None

Item 5.    Other Information
           None

                                      10


 
Item 6.    Exhibits and Reports on Form 8-K

           a.  Exhibits:
               11.1  Statement re computation of per share earnings
               27.1  Financial data schedule
 
           b.  Reports on Form 8-K:  None

                                      11


 
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                    Premiere Technologies, Inc.


May 15, 1996                        /s/ Boland T. Jones
- - ----------------------              -----------------------------------------
Date                                Boland T. Jones
                                    Chairman of the Board and President

May 15, 1996                        /s/ Patrick G. Jones
- - ----------------------              -----------------------------------------
Date                                Patrick G. Jones
                                    Senior Vice President
                                    Finance and Legal

                                      12


 
                                 EXHIBITS INDEX

                                                                        PAGE
                                                                        ----

11.1 Statement re computation of per share earnings                      14

27.1 Financial data schedule                                             15

                                      13