FORM 10-Q/A


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                  Quarterly Report Under Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


For Quarter Ended: June 30, 1998                 Commission File Number: 0-22610


                       DAVEL COMMUNICATIONS GROUP, INC.
                       --------------------------------
            (Exact name of registrant as specified in its charter)


        ILLINOIS                                                   37-1064777
        --------                                                   ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                                     I.D. No.)


                 1429 MASSARO BOULEVARD, TAMPA, FLORIDA 33619
                 --------------------------------------------
           (Address of principal executive offices)   (Zip Code)

                Registrant's telephone number:  (813) 623-3545

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

Indicate by check mark whether the Registrant has (1) 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.   X  Yes      No
                                    ---      ---


As of August 18, 1998, the number of shares outstanding of the Registrant's
Common Stock was 5,772,209.

 

     This Form 10-Q/A is being filed solely for the purpose of including certain
exhibits which were inadvertently omitted from the Form 10-Q of Davel
Communications Group, Inc. filed on August 14, 1998.

PART II - OTHER INFORMATION
- ---------------------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits



     Exhibit No.    Item
     -----------    ------------------------------------------------------------
                 
     10.11          Investment Agreement, dated June 29, 1998, among Davel
                    Communications Group, Inc., Samstock, L.L.C. and David R.
                    Hill.

     10.12          Shareholders Agreement, dated as of June 29, 1998, among
                    Samstock, L.L.C., David R. Hill and, solely for purposes of
                    Section 2(a), 2(b), 3, 4, 6 and 8 through 19 thereof, Davel
                    Communications Group, Inc.

     10.13          Employment Agreement, dated as of June 1, 1998, between
                    Davel Communications Group, Inc. and Robert D. Hill.

     10.14          Employment Agreement, dated as of June 1, 1998, between
                    Davel Communications Group, Inc. and Theodore C. Rammelkamp,
                    Jr.

     10.15          Employment Agreement, dated as of June 1, 1998, between
                    Davel Communications Group, Inc. and Michael E. Hayes.

     10.16          Employment Agreement, dated as of June 1, 1998, between
                    Davel Communications Group, Inc. and Paul B. Demirdjian.

     10.17          Employment Agreement, dated as of June 1, 1998, between
                    Davel Communications Group, Inc. and Marlin E. Turnipseed.

     10.18          Third Amendment to Credit Agreement, dated as of July 3,
                    1998, by and among Davel Communications Group, Inc. and the
                    lenders party thereto.


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SIGNATURE
- ---------

     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.

                              DAVEL COMMUNICATIONS GROUP, INC.


Date: August 18, 1998         /s/ Michael E. Hayes
                              -------------------------------
                              Michael E. Hayes
                              Senior Vice President and Chief Financial Officer

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                                 EXHIBIT INDEX
                                 -------------



Exhibit No.    Item
- -----------    -----------------------------------------------------------------
            
10.11          Investment Agreement, dated June 29, 1998, among Davel
               Communications Group, Inc., Samstock, L.L.C. and David R. Hill.

10.12          Shareholders Agreement, dated as of June 29, 1998, among
               Samstock, L.L.C., David R. Hill and, solely for purposes of
               Section 2(a), 2(b), 3, 4, 6 and 8 through 19 thereof, Davel
               Communications Group, Inc.

10.13          Employment Agreement, dated as of June 1, 1998, between Davel
               Communications Group, Inc. and Robert D. Hill.

10.14          Employment Agreement, dated as of June 1, 1998, between Davel
               Communications Group, Inc. and Theodore C. Rammelkamp, Jr.

10.15          Employment Agreement, dated as of June 1, 1998, between Davel
               Communications Group, Inc. and Michael E. Hayes.

10.16          Employment Agreement, dated as of June 1, 1998, between Davel
               Communications Group, Inc. and Paul B. Demirdjian.

10.17          Employment Agreement, dated as of June 1, 1998, between Davel
               Communications Group, Inc. and Marlin E. Turnipseed.

10.18          Third Amendment to Credit Agreement, dated as of July 3, 1998, by
               and among Davel Communications Group, Inc. and the lenders party
               thereto.


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