PT 1COMMUNICATIONS INC S-1/A

PRE-EFFECTIVE AMENDMENT NO. 1

AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED BYLAWS

D. TUROCK 6/29/97 WARRANTS

E. HECHT 6/29/97 WARRANTS

R. ROBBINS 6/29/97 WARRANTS

B. TUROCK 6/29/97 WARRANTS

ESCROWED 6/29/97 WARRANTS

6/29/97 WARRANT ESCROW AGREEMENT

COMPANY'S 1997 STOCK INCENTIVE PLAN

4/6/96 HICKEY SHARE PURCHASE AGREEMENT

3/26/97 HICKEY SHARE PURCHASE AGREEMENT

11/7/97 HICKEY STOCK AGREEMENT

PANNULLO 5/9/97 OPTION AGREEMENT

KLUSARITZ OPTION AGREEMENT

TAWFIK EMPLOYMENT AGREEMENT

VITA EMPLOYMENT AGREEMENT

BARLEY EMPLOYMENT AGREEMENT

PANNULLO EMPLOYMENT AGREEMENT

KLUSARITZ EMPLOYMENT AGREEMENT

INTERACTIVE SETTLEMENT AGREEMENT

HEADQUARTERS LEASE

CHASE MANHATTAN LOAN AGREEMENT

CHASE MANHATTAN SECURITY AGREEMENTS

CHASE PROMISSORY NOTE

LIST OF SUBSIDIARIES OF COMPANY