<PAGE>   1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1997
===============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                  FORM 10-K

[X]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE FISCAL YEAR ENDED FEBRUARY 28, 1997

                                       OR
                                      
[ ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934

                 FOR THE TRANSITION PERIOD FROM       TO
                                                -----   ----

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

                        COMMISSION FILE NUMBER: 0-13616

                                INTERVOICE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 TEXAS                                  75-1927578
        (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

        17811 WATERVIEW PARKWAY
             DALLAS, TEXAS                                 75252
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

              REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (214) 454-8000
          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                      NONE
          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                              TITLE OF EACH CLASS
                              -------------------
                           COMMON STOCK, NO PAR VALUE
                        PREFERRED SHARE PURCHASE RIGHTS

     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.      YES  X         NO 
                                                   ---           ---

     INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO
THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K.  [ ]

     AGGREGATE MARKET VALUE OF COMMON STOCK HELD BY NONAFFILIATES AS OF MAY 
19,1997:  $180,140,027

     NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MAY 19, 1997:  
16,192,362

                      DOCUMENTS INCORPORATED BY REFERENCE

     LISTED BELOW ARE DOCUMENTS PARTS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE AND THE PART OF THIS REPORT INTO WHICH THE DOCUMENT IS INCORPORATED:

  (1) PROXY STATEMENT FOR THE 1997 ANNUAL MEETING OF SHAREHOLDERS - PART III.

===============================================================================


<PAGE>   2


                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>      <C>                                                                 <C>
                                     PART I
ITEM 1.  Business..........................................................   1
         Call Automation Industry..........................................   1
         Markets...........................................................   2
         Product Strategy..................................................   3
         Products and Services.............................................   4
         Competition.......................................................   6
         Distribution......................................................   6
         Backlog...........................................................   7
         Proprietary Rights................................................   7
         Manufacturing and Facilities......................................   8
         Employees.........................................................   8

ITEM 2.  Properties........................................................   9

ITEM 3.  Legal Proceedings.................................................   9

ITEM 4.  Submission of Matters to a Vote of Security Holders...............   9

                                    PART II


ITEM 5.  Market for Registrant's Common Equity and Related 
         Stockholder Matters..............................................   10

ITEM 6.  Selected Financial Data..........................................   10

ITEM 7.  Management's Discussion and Analysis of Financial 
           Condition and Results of Operations............................   11

ITEM 8.  Financial Statements and Supplementary Data......................   16

ITEM 9.  Changes in and Disagreements with Accountants 
           on Accounting and Financial Disclosure.........................   30


                                    PART III


ITEM 10.  Directors and Executive Officers of the Registrant..............   31

ITEM 11.  Executive Compensation..........................................   31

ITEM 12.  Security Ownership of Certain Beneficial 
            Owners and Management.........................................   31

ITEM 13.  Certain Relationships and Related Transactions..................   31


                                    PART IV

ITEM 14.   Exhibits, Financial Statement Schedules, and 
             Reports on Form 8-K..........................................   32
</TABLE>


                                       i



<PAGE>   3


                                     PART I
ITEM 1. BUSINESS

     InterVoice, Inc. (together with its subsidiaries, collectively referred to
as "InterVoice" or the "Company") develops, sells and services call automation
systems. The Company's historical emphasis has been on interactive voice
response ("IVR") systems, which allow individuals a self help facility using
their telephones, personal computers, credit card terminals or voices to access
and/or provide information to computer data bases utilized by businesses and
telecommunications companies.  The Company's systems are sold under the trade
names "OneVoice" and "InterDial".  OneVoice Systems are used by a variety of
enterprises to disseminate and receive information efficiently, allowing
multiple callers simultaneous access to computer data bases without the expense
of maintaining a customer service representative and workstation for each
telephone line.  InterDial systems improve call center efficiency by
automatically dialing phone numbers and only transferring a call to a live
agent if the call is answered and the called party remains on the phone. The
Company's products include software development tools designed to support a
number of diverse product applications and to simplify system customization.
Applications currently function in a wide range of industries including banking
and financial services, cable TV, government, healthcare, help desk, higher
education, insurance, retail and wholesale distribution, telecommunications,
transportation and manufacturing and utilities.

     OneVoice Systems sell at list prices ranging from approximately twenty
five thousand to millions of dollars and support from four to thousands of
voice and data channels. Scalability is a key differentiator for all OneVoice
Systems, which incorporate multiple modules of up to 96 voice and data channels
per module which, in turn, can be connected by local area networks for a single
system appearance, management control and redundancy.  InterDial Systems sell
at list prices ranging from approximately fifty thousand to five hundred
thousand dollars or more and support from four to 40 agent positions on a
single module. Multiple InterDial Systems can be connected via a node adapter
to support up to a total of 128 agents.  OneVoice/UNIX Systems sell at list
prices ranging from approximately thirty thousand to two hundred thousand
dollars and support from 12 to 96 ports per system.  The OneVoice/Unix Systems
replace the VoicePlex Systems previously marketed by the Company.

     The Company sells its products directly to end-users and through more than
130 domestic and international distributors. Since the Company's inception in
1984, the number of worldwide installations of the Company's systems has grown
to over 8,300 in 49 countries.  The end-users to which the Company has sold
systems include Aetna, Bank of America, Bell Canada, British Telecom, CitiBank,
Fidelity Investments, First Chicago, First Union Corporation, GTE, J.C. Penney,
LCI International, Martin Marietta, MCI Telecommunication, Merrill Lynch,
Microsoft, National Data Corporation, National Westminster Bank U.K.,
NationsBank, Sears Roebuck and Co., Social Security Administration, Sprint, The
New England, T U Electric, USAA and Wachovia Bank.  Other than Siemens AG, an
InterVoice distributor, which accounted for 10.2% of the Company's total sales
in fiscal 1997, and MCI Telecommunications, which accounted for 11.2% and 11.7%
of the Company's total sales in fiscal 1996 and fiscal 1995, no customer
represented 10 percent or more of the Company's aggregate sales during fiscal
1997, 1996 or 1995.

CALL AUTOMATION INDUSTRY

     The number of telephone calls requesting information or requiring operator
services that must be handled by businesses, telecommunications service
providers and other organizations has increased dramatically in recent years.
Traditionally, consumers obtained data or services from organizations such as
banks, insurance companies, or telephone companies, by phoning a customer
service representative, agent, or operator who used a terminal linked to a
computer to process the data or service request.  The major disadvantage of
this procedure is the high cost of providing a large number of individuals to
answer calls and provide service, which imposes practical limits on access
frequency and the amount of information and level of service that can be given
to each caller. Another disadvantage is that, if the volume of calls increases
or substantially varies with the time of day or other factors, the potential
for service delays and errors may increase.  As a result of these high costs
and inefficiencies, organizations have increasingly turned to various methods
of automation to process such calls.  With IVR systems, callers receive
accurate responses to routine service requests so customer service
representatives, agents and/or operators are free to work on other important
tasks requiring their personal expertise.  The Company believes that such
systems provide more service to more customers without additional staff,
improve customer and employee retention and can result in significant cost
savings to the Company's customers.  The call automation industry has



                                       1

<PAGE>   4


matured to the point that, in certain system applications such as credit limit
requests, callers may prefer dealing with an IVR system rather than a human in
order to preserve privacy and confidentiality.

The Company believes that the industry can be divided into five primary system
markets:

         Interactive voice response is the use of a wide variety of devices,
    such as telephones, facsimile or personal computers in conjunction with
    public and private telecommunication networks and/or the Internet to input
    or retrieve information or request services from a computer data base.
    Applications include checking account balances, credit card authorizations,
    insurance claims and automating telephone calls formerly requiring operator
    assistance.  The Company believes the industry will also embrace
    applications utilizing recently introduced multi-media and internet
    capabilities (e.g. the use of voice, graphics and images).  The Company's
    VisualConnect product addresses internet applications while the Company's
    MediaConnect product addresses multi-media applications. The Company
    participates in this market with its OneVoice System which comprised more
    than 90% of its system sales in fiscal 1997.

         Outbound call processing involves the automatic dialing of telephone
    numbers and the use of computerized voice messages and live agents to
    communicate with customers and prospects.  Applications include customer
    notifications, delinquent bill collecting and the telemarketing of goods
    and services.  The Company addresses this market with its InterDial System
    which comprised 7% of its system sales in fiscal 1997.

         Automated call directing serves the functions typically performed by a
    receptionist and involves the use of a computerized announcer which asks
    callers to select an extension or department.

         Voice mail enables callers to leave, exchange and retrieve electronic
    voice messages 24-hours a day, seven days a week.

         Audiotex is the use of a telephone to access and to listen to a wide
    variety of current information, such as sports scores, weather, stock
    quotes, business news, classified ads or other similar information.

     The general public has become increasingly receptive to IVR systems,
having become familiar with them from early adopters in the financial services
industry.  Such systems are becoming more pervasive in a wide variety of
industries and applications as indicated below:


<TABLE>
<CAPTION>
              INDUSTRY                      APPLICATION
              --------                      -----------                
           <S>                           <C>
           Financial Services            Banking/Credit Union
                                         Bill Payment
                                         401K/Employee Benefit
           Health Care                   Benefits Coverage
                                         Test Results
                                         Claims Status
           Cable TV                      Service Requests
                                         Event Ordering
           Education                     Enrollment
                                         Grade Reporting
                                         Financial Aid
                                         Housing
           Electronic Benefits Transfer  Child Support
                                         Welfare Payments
                                         Food Stamps
           Telecommunications            Automated Operator Services
                                         Service Requests
</TABLE>


MARKETS

     The Company continues to evaluate a wide variety of potential industry
specific or "vertical" markets and has selected key markets based upon the
Company's evaluation of their potential for rapid acceptance of IVR technology.
The Company has traditionally focused on the financial services industry and,
more recently, the

                                       2




<PAGE>   5

telecommunications industry.  The Company also has expanded its focus to
include, among others, the human resource, healthcare and call center vertical
markets.


PRODUCT STRATEGY

     The Company's products are designed to assist its customers in achieving
the following objectives:

     o    Increase revenues with reduced costs
     o    Improve customer and/or employee service
     o    Provide product and service differentiation

     The Company believes that its OneVoice System enables the Company's
customers to handle more calls with fewer delays and errors at a lower cost
than through use of customer service representatives, agents or operators while
preserving callers' privacy and confidentiality, which is important in some
applications. InterDial allows the Company's customers to contact a large
number of people in applications such as collections and telemarketing while
improving the productivity of agents.  Both the OneVoice and InterDial Systems
operate on the OneVoice Software Agent Platform which can simultaneously host
both systems, each of which, in turn, can simultaneously host multiple
applications, allowing the Company's customers to leverage their investments in
their OneVoice and InterDial systems.  The OneVoice/UNIX System provides
network based voicemail applications for telecommunications companies.  The
Company has adapted its OneVoice Software Agent Platform platform, called NSP
5000, to address the growing Intelligent Peripheral market within the
telecommunication industry.  Intelligent Peripherals are the building blocks
for the provisioning of automated operator services, such as processing credit
card calls, and advanced telecommunications features, such as voice dialing, to
be offered in the Advanced Intelligent Networks currently being contemplated by
domestic and international wireline and wireless telecommunications network
operators.

     The Company's product strategy emphasizes leveraging industry standard
computer platforms and operating systems to allow the Company to take advantage
of hardware and software technology offered by third parties.  This strategy
also provides the Company's customers the option to select the computer
platform and operating system of their preference should they wish
compatibility with other computer systems.  This allows the Company to focus
its development efforts on call automation technology.  The Company has
developed a robust suite of call processing functions and features
characterized by the following factors:

     Host Computer Platform Independence: By virtue of compliance with
   industry standards, the Company's hardware and software is designed to be
   independent of the host computer platform.  The same hardware and software
   can operate on computer platforms produced by a variety of manufacturers.
   This allows the Company to deliver its products integrated with the computer
   platform of its customers' choice rather than dictating the selection of a
   specific computer platform.  This is an important factor in vendor selection
   for many of the Company's current and potential customers.  This product
   strategy also allows the Company to avoid the expense of maintaining
   multiple versions of the Company's hardware and software.

     Operating Software Independence:  The Company's InterSoft run time
   software is simultaneously compatible with all popular operating systems,
   such as UNIX, OS/2 and Windows NT. This allows the Company to give its
   customers operating system freedom of choice, an important factor in vendor
   selection for many of the Company's current and potential customers.  This
   product strategy also allows the Company to avoid the expense of maintaining
   multiple versions of the Company's run time software.

     Flexible Programming:  The Company offers its customers a wide variety
   of software features that can be included in the OneVoice and InterDial
   Systems. The Company's software is designed to support a number of diverse
   product applications. The Company's recently introduced graphical user
   interface (GUI) software development tool, InVision, simplifies the
   generation and customization of customer applications.

     System Expandability/Networking:  The OneVoice System can be expanded
   from four up to 96 lines per module by adding expansion cards without
   software changes.  Multiple modules can be interconnected via a local area
   network to provide simultaneous access for thousands of callers while
   maintaining control from a single workstation on the network.  InterDial
   Systems are expandable from 4 to 40 lines per system and multiple InterDial
   Systems can be connected via a node adapter to support up to a total of 128
   agents.



                                       3




<PAGE>   6


     Voice and Data Connectivity:  Systems can be connected to most digital
   and analog PBX's and/or central office switches and to a wide variety of
   host computers.

     The Company believes that its products are designed and manufactured to be
highly reliable and to require minimum maintenance, most of which can be
handled from its headquarters using on-line remote diagnostic and test
capabilities.  The Company has contracted with an independent company with
local service offices throughout the United States to perform customer site
service.  When customer repair is required, the Company electronically
dispatches service technicians. International distributors are generally
responsible for providing service for the systems they sell.



PRODUCTS AND SERVICES

     One Voice Systems

     OneVoice Systems are primarily focused on the IVR market and comprised
more than 90% of the Company's system sales in fiscal 1997.  These systems
combine a variety of standard computer platforms and standard operating systems
together with the Company's proprietary run time software, known as InterSoft,
and Company developed and third party developed expansion boards to perform IVR
functions. Each OneVoice System module utilizes the same proprietary run time
software, which allows the Company's customers to expand their OneVoice Systems
via the addition of expansion cards or via the linkage of multiple modules
through a local area network, as capacity and other requirements grow.
OneVoice Systems can be configured using a variety of computer platforms and
operating systems  depending on the customer's  preferences and processing
requirements.

     The Company's run time software, known as InterSoft, offers customers a
variety of features that can be included in OneVoice Systems, including:

     VisualConnect ~:  A feature which allows OneVoice Systems to
   communicate with multi-media personal computers via the Internet.  Data can
   be transmitted in any combination of voice, graphic and image formats.

     MediaConnect ~:  A feature allowing customers to communicate with
   OneVoice Systems with multi-media personal computers via telecommunications
   networks.  Data can be transmitted in any combination of voice, graphic and
   image formats.

     VoiceDial ~:  A voice recognition feature, available in several
   languages, allowing a telephone caller to issue oral commands to OneVoice
   Systems, in both numeric and alpha format, including continuous speech.

     YourVoice ~:  A feature allowing customers to customize and change
   recorded messages from any telephone.

     VirtualVoice ~:  A voice storage and playback feature allowing
   OneVoice Systems to store and retrieve large quantities of verbal
   information received from many telephone lines.

     DataConnect ~:  A feature allowing OneVoice Systems to communicate
   with personal computers, data terminals and hearing impaired devices using
   the same telephone lines as voice callers.

     MultiFrequency Decoding ~:  A feature allowing OneVoice Systems to
   emulate central office signaling.

     PulseDial Decoding ~:  A feature which allows rotary phones to
   communicate with OneVoice Systems.

     Digital Interface ~:  A feature which makes possible 24 channel
   capacity with fully integrated T1 Direct Connectivity or 30 channel
   capacity with fully integrated E1 Direct Connectivity in the European
   marketplace.



                                       4




<PAGE>   7


     InVision is the Company's proprietary, next-generation software tool which
aids in the development and testing of custom IVR applications.  InVision is
based on a graphical user interface and allows developers to visualize and hear
the interaction between users and OneVoice Systems while developing custom
applications.  The Company believes its customers will expand the scope and use
of its systems by virtue of this user-friendly development tool.  InterForm is
the Company's proprietary, forms based software program which also can be used
by developers to generate and maintain custom applications.

     VocalCard, a proprietary voice automation board, allows OneVoice Systems
to perform many functions in software which many other suppliers must perform
using discrete hardware.  Extensive use of software enables the Company to add
features or enhance OneVoice Systems without redesigning hardware.

     The Company has developed the FoneTower, an expansion chassis which
enables users to insert up to 18 additional cards into a OneVoice module due to
limitations in the number of expansion slots in some computer platforms.
Capacity expansion and the provisioning of additional features and functions
often require additional voice automation cards, such as VocalCard.

     The Company integrates compatible programmable add-in cards with
proprietary software to interface OneVoice Systems with enterprise systems
predicated on host computers produced by IBM, Unisys, NCR, DEC, and others,
using standard communications protocols and native terminal emulation via the
Internet; local area networks, including the IBM Token Ring, Ethernet and
Arcnet; advanced wide area networks, including ISDN-PRI and X.25; and customer
private networks.

  One Voice 5000

     The Company's OneVoice 5000 systems utilize a compact, modular, passive
backplane design which allows for high port density per system, a critical
factor for call center applications.  The passive backplane design allows for
easy system expansion and for the upgrade of system components, such as CPU's,
as technologies advance.

  Network Services Platform (NSP) 5000

     Similar in design to the Company's OneVoice 5000 systems, this product is
positioned to address the Intelligent Peripheral (or service node) market
within the telecommunications industry.  The Company is actively marketing NSP
5000 systems for the provisioning of automated operator services, such as
processing credit card calls, and advanced telecommunication features, such as
voice navigated voice mail, voice activated dialing and short message delivery
services.

  OneVoice CallCenter

     The OneVoice CallCenter is targeted for regional or branch offices of
large businesses, providing them integrated inbound and/or outbound call
automation systems without replacing their existing telecommunications
equipment.  The OneVoice CallCenter adds call switching capabilities to the
OneVoice Multi Application Platform and supports both OneVoice Systems and
InterDial systems.  These systems serve to combine PBX functionalities with
ISDN PRI capabilities to enable the transmission of both voice and data on a
single line to support agent query.

  OneVoice/Unix

     The OneVoice/UNIX historically has been marketed primarily to
telecommunications companies to provision their networks with central office
based voice mail

  InterDial

     The Company's InterDial System provides outbound call processing. A
typical application of an InterDial system permits the Company's customers to
improve the productivity of their telemarketing operations by automatically
dialing phone numbers and only transferring a call to an agent if the call is
answered and the called party remains on the phone. InterDial's patented
advanced call processing monitoring and automatic call pacing



                                       5




<PAGE>   8

algorithms also improve productivity by transferring a caller to a
telemarketing agent immediately upon completion of the agent's previous call.

  RealCare

     The Company offers its customers a system maintenance program, known as
RealCare, which combines on-line remote diagnostic and test capabilities with
nationwide on-site repair performed, in part, by the Company's service
partners.  RealCare enables customers to access the Company's Help Desk, to
receive on-line tests, and, if necessary, to receive software modifications.
When on-site repair is required, the Company may electronically dispatch its
service partners' service technicians while monitoring and directing repair
activities.

COMPETITION

     The call automation industry is fragmented and highly competitive. Based
on industry surveys, the Company believes no company participating in this
industry has more than a 20% market share.  Technological advances are critical
to industry leadership. The Company competes primarily on the basis of a broad
range of product capabilities and features, professional services (such as
system customization), and customer support services.  The principal
competitors for the Company's OneVoice Systems include Lucent Technologies
(Formerly AT&T), Periphonics, Brite Voice and Edify. The principal competitors
for the Company's InterDial System include Davox, EIS and Mosaix.  The
principal competitors for the Company's telecommunications products include
Boston Technology, Octel and Comverse Technology.  The Company anticipates that
competition from existing competitors will continue to intensify.  The Company
may also face market entry from non-traditional competitors, including
telephone switching equipment manufacturers and independent IVR service
bureaus.  Some of these competitors have greater financial, technological and
marketing resources than the Company.

DISTRIBUTION

     The Company markets its product through both direct and indirect sales
channels.  During fiscal 1997, approximately 53% and 47% of the Company's total
sales were attributable to direct sales to end-users and to sales to
distributors, respectively. The Company provides discounts to volume end-user
purchasers and its distributors reflecting decreased costs associated with such
sales.  During fiscal 1997, sales to existing customers, as a percentage of the
Company's total sales, were 65% comparable to 67% in fiscal year 1996, as
customers continued to expand their systems, and to add new and/or enhanced
applications.  The Company anticipates that sales to existing customers, as a
percentage of the Company's total sales, will continue to be a significant
percent of the Company's total sales as the Company focuses additional
marketing efforts on current users of InterVoice's systems. One customer,
Siemens AG, an InterVoice distributor, accounted for 10.2% of the Company's 
total sales in fiscal 1997 while MCI Telecommunications accounted for 11.2% and
11.7% of the Company's sales in fiscal 1996 and fiscal 1995.

United States Distribution

     The Company sells its products directly to end-users and more than 85
distributors in the United States which allows it to leverage an indirect sales
force numbering in excess of 1,700 in addition to its domestic direct sales
force of approximately 75.  During fiscal 1997, approximately 69% and 31% of
the Company's domestic sales were attributable to end-users and distributors,
respectively.  The Company's end-users include, among others, Aetna, Bank of
America, Bell Canada, Fidelity Investments, First Chicago, First Union
Corporation, GTE, J. C. Penney, LCI International, Martin Marietta, MCI
Telecommunications, Merrill Lynch, Microsoft, National Data Corporation,
National Westminster Bank U.K., NationsBank, Sears Roebuck & Co., Social
Security Administration, Sprint, The New England, TU Electric, USAA, and
Wachovia.  Marketing efforts by the Company include advertising, trade shows,
direct mail campaigns and telemarketing, implemented by a field sales force.

     The Company enters into arrangements with distributors to broaden
distribution channels, to increase its sales penetration to specific markets
and industries and to provide customer services relating to the Company's
products on behalf of the Company. Distributors are selected based on their
access to markets, industries and customers that are candidates for the
Company's products.  The Company's major distributors include Ameritech
Information Systems, EDS, Fiserv, Fujitsu, GTE, Information Technology, Inc.,
NEC West, Norstan, Rockwell International, Siemens Rolm, Sprint, Symitar
Systems, U.S. Order and Wiltel.


                                       6




<PAGE>   9


International Distribution

     The Company offers its products outside the United States through a
network of more than 45 distributors which allows it to leverage an indirect
sales force numbering in excess of 300 in addition to its international direct
sales force of approximately 15.  International distributors include
Information Technology & Data (Turkey), IVRS Ltd. (Hong Kong), Loxbit
(Australia), OLTP Voice (Venezuela), Phonetix (Canada), Promotora Kranon
(Mexico), Siemens Rolm, Switch (Chile) and Telecom Equipment (Singapore).  The
Company maintains offices in London and Frankfurt to support sales by
distributors throughout the European Community, the Middle East and Africa.
Offices in Singapore, Melbourne and Bejing support sales by distributors
throughout the Pacific Rim.  The Company also maintains an office in Toronto to
support its Canadian distributors.  The Company's products are currently sold
in 49 countries.  Most countries lag the United States in the development of
their IVR markets. Government regulation of telecommunications equipment and
services, and the low penetration of digital switches and touch-tone
telephones, have limited sales of IVR systems in many countries. Subject to
differences in culture and business practices, the Company anticipates that the
international market for IVR systems will grow as foreign countries overcome
regulatory, technological and other barriers which limit the use of such
systems. The Company believes that international buyers are attracted to its
products for a number of reasons including: its digital technology; the ease
with which buyers can customize applications in foreign languages; OneVoice
Systems' ability to support multiple languages concurrently, to interact with
rotary telephones, and to support voice recognition when touchtone telephones
are unavailable; and the Company's efforts in obtaining the required approvals
for connectivity to the telephone networks in numerous international markets.
In previous fiscal years, the Company had many large sales to the European
audiotex market, however, such sales slowed to less than 1% of the Company's
European sales during fiscal 1997.  The Company expects only minimal sales to
the European audiotex market in future years as the Company believes demand in
that market will remain flat or continue to decline.  During fiscal 1997, the
Company continued its focus on building its European distribution channels by
increasing its European staffing to strengthen existing distributor
relationships and to add new distributors.  The Company also continued to
expand distribution in the Pacific Rim and Latin America to increase the
Company's presence in these rapidly growing markets.

     International sales in fiscal 1997, 1996 and 1995 grew 36%, 65% and 6%
respectively, and, as a percentage of total sales, were 24% in fiscal 1997, 19%
in fiscal 1996 and 14% in fiscal 1995.  Sales to the Americas (excluding the
United States) constituted 47%, 61% and 33% of international sales in fiscal
1997, 1996 and 1995, respectively.  Sales to Europe constituted 34%, 20% and
45% of international sales in fiscal 1997, 1996 and 1995, respectively.  Sales
to the Pacific Rim constituted 19%, 19%, and 22% of international sales in
fiscal 1997, 1996 and 1995, respectively.  The increase in sales to Europe as a
percent of international sales in fiscal 1997 was primarily attributable to a
large sale to a European based, global telecommunications company.  The decline
in sales to Europe as a percent of international sales in fiscal 1996 was
primarily attributable to the slowing of sales to the European audiotex market,
as mentioned above.  The large increase in sales to the Americas (excluding the
United States) as a percent of international sales in fiscal 1996 was primarily
attributable to several large sales to Central and South American
telecommunications companies. A discussion of the Company's export sales by
geographical area for fiscal 1997, 1996 and 1995 is found in Note G to the
Consolidated Financial Statements located in Item 8 of this report which is
incorporated herein by reference.

BACKLOG

     The Company's backlog at February 28, 1997, February 29, 1996 and February
28, 1995 was approximately $11.4 million, $21.3 million and $11.7 million,
respectively. The Company expects all existing backlog to be delivered within
the next fiscal year. Due to customer demand, many of the Company's sales are
completed in the same fiscal quarter as ordered.  Thus, the Company's backlog
at any particular date may not be indicative of actual sales for any future
period.

PROPRIETARY RIGHTS

     The Company believes that its existing patent, copyright, license and
other proprietary rights in its products and technologies are material to the
conduct of its business.  To protect these proprietary rights, the Company
relies on a combination of patent, trademark, trade secret, copyright and other
proprietary rights laws, nondisclosure safeguards and license agreements.  As
of February 28, 1997, the Company owned 14 patents.  In addition, the Company
has registered "InterVoice" as a trademark in the United States and in certain
foreign


                                       7




<PAGE>   10

countries.  The Company has also registered 21 trademarks and servicemarks in
the United States for other product and service names and has registrations
pending in the United States for various product names.  The Company's software
and other products are generally licensed to customers pursuant to a
nontransferable license agreement that restricts the use of the software and
other products to the customer's internal purposes.  Although the Company's
license agreements prohibit a customer from disclosing proprietary information
contained in the Company's products to any other person, it is technologically
possible for competitors of the Company to copy aspects of the Company's
products in violation of the Company's rights.  Furthermore, even in cases
where patents are granted, the detection and policing of their unauthorized use
is difficult.  Moreover, judicial enforcement of copyrights may be uncertain,
particularly in foreign countries.  The occurrence of the unauthorized use of
the Company's proprietary information by the Company's competitors could have a
material adverse effect on the Company's business, operating results and
financial condition.  See "Item 3. Legal Proceedings."

     From time to time various owners of patents and copyrighted works send the
Company letters alleging that its products do or might infringe upon the
owners' intellectual property rights, and/or suggesting that the Company should
negotiate a license or cross-license agreement with the owner.  The Company's
policy is to never knowingly infringe upon any third party's intellectual
property rights.  Accordingly, the Company forwards any such allegation or
licensing request to its outside legal counsel for their review and opinion.
The Company generally attempts to resolve any such matter by informing the
owner of its position concerning non-infringement or invalidity, and/or, if
appropriate, negotiating a license or cross-license agreement.  Even though the
Company attempts to resolve these matters without litigation, it is always
possible that the owner of the patent or copyrighted works will institute
litigation.  Owners of patent(s) and/or copyrighted work(s) have previously
instituted litigation against the Company alleging infringement of their
intellectual property rights, however, no such litigation is currently pending
against the Company.  The Company has accelerated its program for applying for
and receiving patents to reflect its technological inovations.  The Company
currently has a portfolio of fourteen patents, and has applied and will
continue to apply for a number of additional patents.  The Company believes
that its patent portfolio could allow it to assert counterclaims for
infringement against certain owners of intellectual property rights if those
owners were to sue the Company for infringement.  In certain situations, it
might be beneficial for the Company to cross license certain of its patents for
other patents which are relevant to the call automation industry.

     The Company believes that software companies and technology companies,
including the Company and other companies in the Company's industry, may become
increasingly subject to infringement claims.  Such claims may require the
Company to enter into costly license agreements, or result in even more costly
litigation.  To the extent the Company requires a licensing arrangement, the
arrangement may not be available at all, or, if available, may be very
expensive or even prohibitively expensive.  As with any legal proceeding, there
is no guarantee that the Company will prevail in any litigation instituted
against the Company asserting infringement of intellectual property rights.  To
the extent the Company suffers an adverse judgment, it might have to pay
substantial damages, discontinue the use and sale of infringing products,
repurchase infringing products from the Company's customers pursuant to
indemnity obligations, expend significant resources to acquire non-infringing
alternatives, and/or obtain licenses to the intellectual property that has been
infringed upon.  As with licensing arrangements, non-infringing substitute
technologies may not be available, and if available, may be very expensive, or
even prohibitively expensive, to implement.  Accordingly, for all of the
foregoing reasons, a claim of infringement could ultimately have a material
adverse effect on the Company's business, financial condition and results of
operations.

MANUFACTURING AND FACILITIES

     The Company's manufacturing operations consist primarily of the final
assembly and the extensive testing and quality control of materials,
components, subassemblies and systems. The Company currently uses third parties
to perform printed circuit board assembly, sheet metal fabrication and
customer-site service and repair. Although the Company generally uses standard
computer platform parts and components for its products, some components,
including certain semiconductors, and more specifically, digital signal
processors and static random access memories, are presently available only from
limited suppliers. To date, the Company has been able to obtain adequate
supplies of such components in a timely manner. However, the Company's
operating results could be adversely affected if the Company were unable to
obtain such components from such sources in the future.

EMPLOYEES

     As of May 19, 1997, the Company had 697 employees.


                                       8




<PAGE>   11


ITEM 2. PROPERTIES

     The Company owns and occupies a 225,000 square foot manufacturing and
office facility in Dallas, Texas.  The Company also leases approximately 5,000
square feet of office space in London and approximately 1,000 square feet of
office space in Singapore.

     The Company has suitable properties and productive capacity for its
near-term requirements.  The Company owns land adjacent to its Dallas facility
should additional office and/or manufacturing capacity be required.

ITEM 3. LEGAL PROCEEDINGS

     Lucent Technologies ("Lucent") has suggested in correspondence to the
Company that it should consider licensing certain Lucent patents for a
substantial payment. The Company has an opinion from its outside legal counsel
that the Company does not infringe the Lucent patents by reason of
non-infringement and/or invalidity.  The Company has suggested to Lucent that
Lucent should consider licensing certain patents of the Company, and that a
mutual cross-license might be in the best interests of both parties.  The
parties are currently attempting to negotiate a mutually satisfactory
cross-license agreement which would resolve the matter.  There is no assurance
that the Company will be able to negotiate a cross-license agreement based on
mutually satisfactory terms.  Lucent has not threatened litigation against the
Company.  In the event that litigation is instituted against the Company
concerning the Lucent patents, the Company intends to vigorously contest the
claims and to assert defenses of non-infringement and/or invalidity of the
patents, together with any other meritorious defenses and counterclaims,
including any counterclaim for infringement of its patents, the Company might
have.  As with any legal proceeding, there is no guarantee that the Company
will prevail in any litigation asserted against the Company in connection with
the Lucent patents.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.


                                       9




<PAGE>   12



                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

COMMON STOCK

     The Company's outstanding shares of common stock are quoted in the Nasdaq
National Market under the symbol INTV. The Company has not paid any cash
dividends since its incorporation and does not anticipate paying cash dividends
in the foreseeable future.  The Company is not bound by any contractual terms
that either prohibit or restrict the payment of dividends.

     High and low prices for the shares as reported in the Nasdaq National
Market are shown below for the Company's fiscal quarters during fiscal 1997 and
1996.


<TABLE>
<CAPTION>
Fiscal 1997                           Fiscal 1996
-----------                           -----------
Quarter      High        Low          Quarter       High       Low
-------      ----        ---          -------       ----       ---
<S>        <C>        <C>            <C>          <C>       <C>  
1st        $ 30 1/2   $21  3/4        1st         $ 16 1/2   $ 14 1/8
2nd          22        12  1/4        2nd           22 3/4     14 5/8
3rd          15 3/4    11 3/16        3rd           26 3/8     17 7/8
4th          14 7/8    10  1/2        4th           24 1/2     16 5/8
</TABLE>

     There were approximately 1,000 shareholders of record and approximately
12,500 beneficial shareholders of the Company at May 19, 1997  On May 19, 1997
the closing price of the Common Stock was $11.13.

ITEM 6. SELECTED FINANCIAL DATA

     The following selected consolidated financial data should be read in
conjunction with the Company's consolidated financial statements and related
notes included elsewhere herein and with "Management's Discussion and Analysis
of Financial Condition and Results of Operations" set forth below. The selected
consolidated financial data presented below for each of the years in the
five-year period ended February 28, 1997 are derived from the consolidated
financial statements of InterVoice, Inc., which financial statements have been
audited by Ernst & Young LLP, independent certified public accountants. The
consolidated financial statements as of February 28, 1997 and February 29, 1996
and, and for each of the years in the three-year period ended February 28, 1997
and the report of Ernst & Young LLP thereon, are included elsewhere herein.


<TABLE>
<CAPTION>
                                                        FISCAL YEAR ENDED FEBRUARY 29/28
                                                        --------------------------------
                                     1997             1996            1995              1994           1993
                                     ----             ----            ----              ----           ----
<S>                              <C>              <C>            <C>               <C>            <C>         
Net Sales                        $104,845,692     $ 97,103,054   $ 76,265,228      $ 60,933,903   $ 44,566,352
Income from Operations             17,548,615**     25,054,742      9,304,113***     16,988,225     10,950,223
Net Income                         12,760,481**     17,259,358      2,533,580***     11,705,501      7,824,309
Total Assets                      109,178,509       89,726,806     62,718,565        74,218,417     52,633,577
Long Term Debt                           --               --             --                --             --
Per Common Share
 Net Income                               .77**           1.05            .15***            .64            .45
 Cash Dividend                           --               --             --                --             --
Weighted average
 number of common and
 common equivalent
 shares*                           16,618,937       16,397,924     16,755,289        18,419,088     17,461,876
</TABLE>

*The number of weighted average common and common equivalent shares in fiscal
years prior to 1994 have been restated to reflect 2 for 1 stock splits in the
form of 100% stock dividends paid August 16, 1993 and October 16, 1992.

**Fiscal 1997 income from operations and net income were impacted by charges
totaling approximately $1.8 million and $1.3 million, respectively, or $0.08
per share, resulting from a non-recurring litigation settlement.  Without this
charge, earnings for fiscal 1997 would have been $0.85 per share.

***Fiscal 1995 income from operations and net income were impacted by charges
totaling approximately $10.5 million, or $0.65 per share, associated with a
non-recurring charge resulting from a significant portion of the



                                       10




<PAGE>   13

purchase price of VoicePlex Corporation having been attributed to in-process
research and development.  Without this charge, earnings for fiscal 1995 would
have been $0.80 per share.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

     This report on Form 10-K includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended.  All statements other
than statements of historical facts included in this Form 10-K, including,
without limitation, statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and under "Business
- Product Strategy," "Business - Distribution," and "Notes to Consolidated
Financial Statements" located elsewhere herein regarding the Company's
financial position, business strategy, plans and objectives of management of
the Company for future operations, and industry conditions, are forward-looking
statements.  Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct.  In addition to important factors
described elsewhere in this report, the following significant factors, among
others, sometimes have affected, and in the future could affect, the Company's
actual results and could cause such results during fiscal 1998, and beyond, to
differ materially from those expressed in any forward-looking statements made
by or on behalf of the Company:

     The Company faces ever-increasing demands from its actual and prospective
     customers for its products to be compatible with a variety of rapidly
     proliferating computing, telephony and computer networking technologies
     and standards and to provide greater functionality. Since the Company does
     not have the resources to cause its products to be compatible with each
     new technology or standard and to provide all requested functionality, the
     ultimate success of the Company's products is dependent, to a large
     degree, on the Company allocating its resources to developing and
     improving products compatible with those technologies, standards and
     functionalities that ultimately become widely accepted by the Company's
     actual and prospective customers. The Company's success is also dependent,
     to a large degree, on the Company's ability to implement arrangements with
     other vendors with complementary product offerings to provide actual and
     prospective customers greater functionality and to ensure that the
     Company's products are compatible with the increased variety of
     technologies and standards.


o    Intense competition in the voice automation industry. See "Business -
     Competition."

o    Ability of the Company to continue to introduce new features and products
     as the Company's markets evolve, as new technologies and standards become
     available, and customers demand additional functionality, requiring a
     continued high level of expenditures by the Company for research and
     development.

o    Ability of the Company to properly estimate costs under fixed price
     contracts in developing application software and otherwise tailoring its
     systems to customer-specific requests.

o    Continued availability of suitable non-proprietary computing platforms and
     system operating software that are compatible with the Company's products.

o    The quantity and size of large sales (sales valued at approximately $1
     million or more) during any fiscal quarter, which can cause wide
     variations in the Company's sales on a quarter to quarter basis.

o    The ability of the Company to retain its customer base and, in particular,
     its more significant customers (such as Siemens AG, an InterVoice
     distributor, which accounted for over ten percent of the Company's total 
     sales during fiscal 1997 and MCI Telecommunications, which accounted for
     over ten percent of the Company's total sales during fiscal 1996 and 1995),
     since such customers generally are not contractually obligated to place 
     further orders with the Company.

o    Certain of the components for the Company's products are available from
     limited suppliers. The Company's operating results could be adversely
     affected if the Company were unable to obtain such components in the
     future. See. "Business - Manufacturing."



                                       11




<PAGE>   14

o    Risks involved in the Company's international distribution and sales of
     its products, including unexpected changes in regulatory requirements,
     unexpected changes in exchange rates, the difficulty and expense of
     maintaining foreign offices and distribution channels, tariffs and other
     barriers to trade, difficulty in protecting intellectual property rights,
     foreign governmental regulations that may limit or restrict the sales of
     call automation systems. Additionally, changes in foreign credit markets
     and currency exchange rates may result in requests by many international
     customers for extended payment terms and may have an adverse impact on the
     Company's cash flow and its level of accounts receivable.

o    Legislative and administrative changes and, in particular, changes
     affecting the telecommunications industry, such as the recently enacted
     Telecommunications Act of 1996. While many industry analysts expect the
     Telecommunications Act of 1996 ultimately to result in at least a
     temporary surge in the procurement of telecommunications equipment and
     related software and other products, there is no assurance that the
     Company can estimate with sufficient accuracy those products which will
     ultimately be purchased, the timing of any such purchases or the
     quantities to be purchased.

o    The Company's ability to hire and retain, within the Company's
     compensation parameters, qualified technical talent and outside
     contractors in highly competitive markets for the services of such
     personnel.

o    Extreme price and volume trading volatility in the U.S. stock market,
     which has had a substantial effect on the market prices of securities of
     many high technology companies, frequently for reasons other than the
     operating performance of such companies.  These broad market fluctuations
     could adversely affect the market price of the Company's common stock.

o    Increasing litigation with respect to the enforcement of patents,
     copyrights and other intellectual property.  See Item 3.  "Legal
     Proceedings", and "Business - Proprietary Rights."

     All subsequent written and oral forward-looking statements attributable to
the Company or persons acting on its behalf are expressly qualified in their
entirety by the cautionary statements disclosed in this paragraph and otherwise
in this report.

FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENT NO. 128

     In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share", which the Company is required to adopt
on February 28, 1998.  At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per
share, the dilutive effect of stock options will be excluded.  The impact is
not expected to have a material change on primary or fully diluted earnings per
share for the three years in the period ended February 28, 1997, however,
primary earnings per share will increase by 2%, 5% and 4% for fiscal years
1997, 1996 and 1995, respectively.


                                       12




<PAGE>   15


RESULTS OF OPERATIONS

     The following table presents certain items as a percentage of sales for
the Company's last three fiscal years.


<TABLE>
<CAPTION>
                                                    Year ended February 29/28
                                               ---------------------------------
                                                 1997         1996        1995
                                               --------     --------    --------
<S>                                                 <C>          <C>         <C> 
Sales                                               100%         100%        100%
Cost of goods sold                                 38.3         35.5        36.6
Gross Margin                                       61.7         64.5        63.4
Research and development expenses                  11.1         10.0         9.6
Selling, general and administrative expenses       32.2         28.7        27.8
Purchased research and development                  --           --         13.8**
Litigation settlement                               1.7*         --          --
Operating income                                   16.7*        25.8        12.2**
Other income - net                                   .6           .5          .6
Income before taxes                                17.3*        26.3        12.8**
Income taxes                                        5.2          8.6         9.5
Net Income                                         12.1%*       17.7%        3.3%**
</TABLE>

*Impacted by a non-recurring charge totaling approximately $1.8 million, ($1.3
million net of tax) resulting from litigation settlement.  Without this charge,
operating income and net income for fiscal 1997 would have been 18.4% and
13.4% of sales, respectively.

**Impacted by charges totaling approximately $10.5 million associated with a
non-recurring charge resulting from a significant portion of the purchase price
of VoicePlex Corporation having been attributed to in-process research and
development.  Without this charge, operating income and net income for fiscal
1995 would have been 26% and 17% of sales, respectively.

SALES

     Sales are derived primarily from the shipment of voice automation systems
to both new and existing customers in two major market categories: Customer
Premise Equipment (CPE) and Telecommunications (Telco).  Due to customer
demand, many of the Company's transactions are completed in the same fiscal
quarter as ordered.  The size and timing of some transactions have historically
resulted in sales fluctuations from quarter to quarter.  In the past, the
impact of these fluctuations has been mitigated to some extent by vertical
markets and by the geographic location of the Company's existing and
prospective customers.  However, the Company has become more prone to quarterly
sales fluctuations due to its sales to the worldwide Telco market which are
generally large in dollar amount and unevenly distributed throughout the fiscal
year.

     Worldwide sales in fiscal 1997, 1996 and 1995 increased from the
immediately preceding year 8%, 27% and 25%, respectively.  Worldwide CPE sales
increased 15% and 41% in fiscal years 1997 and 1996 and declined 3% in fiscal
1995.  Worldwide Telco sales declined 19% in fiscal 1997 and increased 5% and
170% in fiscal years 1996 and 1995.  CPE sales constituted 69%, 65% and 55% of
the Company's total sales in fiscal years 1997, 1996 and 1995, respectively,
while Telco sales made up 19%, 26% and 31% of the Company's total sales during
the same time periods.  Sales of system maintenance contracts expanded to over
3,200 end users and comprised 12%, 9% and 11% of the Company's total sales in
fiscal 1997, 1996 and 1995, respectively.

     Domestic CPE sales in fiscal 1997, 1996 and 1995 increased 11%, 36% and
2%, respectively due to the Company's continued investment in the addition of
new distributors and in the hiring and training of new and existing sales,
service and support personnel and is expanding its marketing and advertising
programs.  International CPE sales in fiscal 1997 and 1996 increased 30% and
62% for the same reasons as domestic CPE sales and declined 23% in fiscal 1995
due to a lower European demand for audiotex applications.  International



                                       13




<PAGE>   16

CPE sales constituted 24%, 21% and 18% of the Company's total CPE sales in
fiscal years 1997, 1996 and 1995, respectively.

     The Company believes the decline in Telco sales during fiscal 1997 was
attributable to temporary delays by some telecommunications companies in
implementing call automation solutions while they evaluate marketing and
investment strategies in the light of new opportunities resulting from
deregulation under the Telecommunications Act of 1996 and while they also
evaluate the implications of the recent judicial stay of certain provisions of
the Act and its regulations.  Telco sales increased in fiscal 1996 and 1995 as
a result of the hiring and training of new and existing sales, service and
support personnel and of the expansion of marketing programs.  International
Telco sales constituted 39%, 21% and 12% of the Company's total Telco sales in
fiscal years 1997, 1996 and 1995, respectively.

     Prices for the Company's products have remained stable, as measured by
price per line shipped, during fiscal 1997, 1996 and 1995 although the features
and functions per line shipped have become more robust.  Accordingly, the
Company's sales increases are largely the result of increased unit shipments.
The Company's exposure to foreign currency fluctuations is minimal as less than
3% of total sales are denominated in foreign currencies.

COST OF GOODS SOLD

     During fiscal 1997, the Company experienced an increase in cost of goods
sold to 38.3% of total sales from 35.5% and 36.6% in fiscal 1996 and 1995,
respectively.  This was the result of the Company's continued investment in
applications engineering and customer service resources to pursue opportunities
in all of its markets despite lower than anticipated sales.  The Company
believes, based on anticipated sales, that in fiscal 1998 its cost of goods
sold, as a percentage of sales, will be slightly lower than fiscal 1997.

RESEARCH AND DEVELOPMENT

     Fiscal 1997, 1996 and 1995 research and development expenses were
approximately $11.7 million, $9.8 million and $7.3 million, respectively.
Fiscal 1997 expenses included porting the Company's InterSoft core software to
the UNIX and Windows NT operating systems; developing computer platform
independent voice automation hardware and software; and the development of
VisualConnect (the ability to communicate with OneVoice Systems via the
Internet), MediaConnect (the multi-media implementation of IVR), and InVision
(the Company's next generation custom application development tool).
Additionally, expenditures were made in fiscal 1997, 1996 and 1995 for the
ongoing development of the Company's OneVoice Software Agent Platform including
OneVoice Systems (the Company's IVR system), InterDial (the Company's outbound
predictive dialer system), OneLink (a digital interface for analog switches),
development of InVision, and continued development of InterForm (a custom
applications generation, or script building, user tool) and digital VocalCard
software and hardware functionality. Research and development expenses in these
years also reflect the development of computer platform independent hardware
and software, a voice mail system, speech recognition in both alpha and numeric
format (including continuous speech), voice verification, a facsimile server,
the OneVoice CallCenter, vertical industry application packages (including
applications targeted for the telecommunications industry), enhancements to the
products acquired in the VoicePlex transaction, and international homologations
(the approvals required for connectivity to the telephone network in numerous
international markets).  The Company has not capitalized internal hardware or
software development expenses. The Company expects that in fiscal 1998 it will
maintain its strong commitment to research and development at a targeted
percentage of anticipated sales similar to fiscal 1997. The Company believes
that this level of commitment should enable it to stay in the forefront of
technology development in its business segment, which is essential to improving
the Company's position in the industry.

SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative expenses increased to approximately
$33.7 million in fiscal 1997 from approximately $27.8 million in fiscal 1996
and approximately $21.2 million in fiscal 1995 as the Company continued to hire
and train new and existing sales, service and support personnel and expand its
marketing and advertising programs worldwide. The Company expects that in
fiscal 1998 it will invest in selling, general and administrative resources at
a targeted percentage of anticipated sales slightly less than fiscal 1997.



                                       14



<PAGE>   17


OTHER INCOME

     Other income is primarily interest income on cash and short term
investments.  The increase in other income in fiscal 1997 versus fiscal 1996
and in fiscal 1996 versus fiscal 1995 reflected the Company's increased average
cash balances resulting from the Company's positive net cash flow

INCOME FROM OPERATIONS

     In order to understand the Company's operating and net income over the
last three fiscal years, it must be noted that the Company, during fiscal 1997,
incurred a one time charge of approximately $1.8 million ($1.3 million net of
tax) in connection with the settlement of certain litigation.  Additionally,
during fiscal 1995, the Company purchased VoicePlex Corporation for
approximately $8.0 million in cash and approximately 255,000 shares of the
Company's common stock.  Substantially all the purchase price was allocated to
in-process research and development which resulted in a one time $10.5 million
charge to expense with no related tax benefit.  Adjusting for these one time
charges, the Company generated operating income of approximately $19.3 million,
and net income of approximately $14.0 million in fiscal 1997 and operating
income of approximately $19.8 million and net income of approximately $13.1
million in fiscal 1995.

     Adjusted operating income in fiscal 1997 decreased 23% versus fiscal 1996
operating income as the Company increased its investment in sales, marketing,
application engineering, and research and development resources at a greater
rate than the increase in the Company's sales in order to continue to pursue
opportunities in the CPE and Telco markets.  Operating income in fiscal 1996
increased 26% versus fiscal 1995 adjusted operating income as a result of a 27%
increase in the Company's total sales, improved gross margins due to an
increased software content in the Company's systems and productivity
improvements from the Company's sales, marketing and administrative staffs.

     Adjusted net income in fiscal 1997 decreased 19% versus fiscal 1996 net
income.  Adjusted fiscal 1997 net income fell at a lesser rate than adjusted
fiscal 1997 operating income due to a favorable tax rate versus fiscal 1996
resulting from the recognition of the cumulative losses of a foreign
subsidiary.  Net income in fiscal 1996 increased 32% versus fiscal 1995
adjusted net income.  Fiscal 1996 net income grew at a slightly faster rate
than operating income due to a favorable tax rate versus fiscal 1995 as a
result of increased sales through the Company's foreign sales corporation

     Any anticipated increases in operating income and net income are expected
to be at a rate generally commensurate with the percentage increase in
anticipated sales.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had approximately $24.2 million in cash and cash equivalents
at February 28, 1997, up from $23.6 million at February 29, 1996.  This
increase is attributable to the Company's internally generated cash flow. The
Company believes that its cash reserves and internally generated cash flow will
be sufficient to meet its operating cash requirements for the foreseeable
future.  The Company reviews share repurchase and acquisition opportunities
from time to time and believes it has or has access to the financial resources
necessary to pursue attractive repurchase and/or acquisition opportunities as
they arise.  As of May 19, 1997, the Company has repurchased 180,664 shares of
its common stock pursuant to an authorization by its Board of Directors to
repurchase up to 1,000,000 shares.  The Company believes that market conditions
made such shares of value to its shareholders.

Impact of Inflation

     The Company does not expect any significant short term impact of inflation
on its financial condition. Technological advances should continue to reduce
costs in the computer and communications industries. Further, the Company
presently is not bound by long term fixed price sales contracts and has no long
term debt obligations, which should reduce the Company's exposure to
inflationary effects.


                                       15




<PAGE>   18


QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED
                                                ------------------
FISCAL 1997                      31-May-96   31-Aug-96     30-Nov-96    28-Feb-97
                                 ---------   ----------    ---------    ---------
<S>                            <C>          <C>          <C>          <C>
Sales                          $25,559,501  $27,300,022   24,335,974  $27,650,200
Income (loss) from Operations    5,797,049    6,158,964    1,655,513*   3,937,089
Net income (loss)                3,979,261    4,271,054    1,249,990*   3,260,176
Net income (loss) per Common
Share                                  .24          .26          .08*         .20
</TABLE>

*Includes a one time charge of $1,800,000, ($1,287,000 net of taxes), or $0.08
per share, associated with the settlement of certain litigation.  Without this
charge, earnings for the quarter ended November 30, 1996 would have been $0.16
per share.


<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                       ------------------
FISCAL 1996                         31-May-95      31-Aug-95      30-Nov-95      29-Feb-96
                                    ---------      ---------      ---------      ---------
<S>                              <C>            <C>            <C>            <C>         
Sales                            $ 22,016,697   $ 23,683,721   $ 25,145,270   $ 26,257,366
Income from
Operations                          5,989,157      6,321,086      6,612,046      6,132,453
Net Income                          3,990,260      4,237,924      4,411,047      4,620,127
Net Income per Common Share               .25            .26            .27            .28
</TABLE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Independent Auditors Report of Ernst & Young LLP and the Consolidated
Financial Statements of the Company as of February 28, 1997 and February 29,
1996, and for each of the three years in the period ended February 28, 1997
follow:


                                       16




<PAGE>   19


             REPORT OF ERNST AND YOUNG LLP, INDEPENDENT AUDITORS


The Stockholders and Board of Directors of
InterVoice, Inc.

We have audited the accompanying consolidated balance sheets of InterVoice,
Inc. and subsidiaries as of February 28, 1997 and February 29, 1996, and the
related consolidated statements of income, changes in stockholders' equity, and
cash flows for each of the three years in the period ended February 28, 1997.
Our audits also included the financial statement schedule listed in the index
at item 14(a). These financial statements and schedule are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
InterVoice, Inc. and subsidiaries at February 28, 1997 and February 29, 1996,
and the consolidated results of their operations and their cash flows for each
of the three years in the period ended February 28, 1997, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.



                                                        Ernst & Young LLP



Dallas, Texas
April 2, 1997,
except for 
Note F, for
which the date
is April 9, 1997.




                                       17

<PAGE>   20
                               InterVoice, Inc.
                          Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                               February 28,     February 29,
ASSETS                                                             1997             1996
----------------------------------------------------------   --------------    --------------
<S>                                                          <C>               <C>           
CURRENT ASSETS
     Cash and cash equivalents                               $   24,162,024    $   23,573,976
     Accounts and notes receivable, net of allowance
       for doubtful accounts of $250,950 in 1997 and
       $746,027 in 1996                                          33,506,747        24,704,425
     Inventory                                                   12,107,738        12,586,640
     Prepaid expenses and other assets                            3,833,248           804,428
     Deferred taxes                                               1,419,495         1,714,246
                                                             --------------    --------------
                                                                 75,029,252        63,383,715
PROPERTY AND EQUIPMENT
     Building                                                    16,140,989        15,865,605
     Computer equipment and software                             20,663,578        10,117,852
     Furniture, fixtures and other                                5,322,288         4,737,625
     Service equipment                                            1,975,825         2,025,558
                                                             --------------    --------------
                                                                 44,102,680        32,746,640
     Less allowance for depreciation                             13,676,956         9,540,886
                                                             --------------    --------------
                                                                 30,425,724        23,205,754
OTHER ASSETS
     Intangible assets, net of amortization
       of $1,802,708 in 1997 and
       $1,893,619 in 1996                                         3,723,533         2,788,205
     Other assets                                                      --             349,132
                                                             --------------    --------------
                                                             $  109,178,509    $   89,726,806
                                                             ==============    ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
     Accounts payable and accrued expenses                   $   12,893,725    $   11,796,125
     Customer deposits                                            3,403,739         2,527,514
     Deferred income                                              4,995,231         4,075,099
     Income taxes payable                                              --           1,053,519
                                                             --------------    --------------
                                                                 21,292,695        19,452,257

DEFERRED TAXES                                                    1,695,294           713,074

CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred Stock, $100 par value--2,000,000
       shares authorized: none issued
     Common Stock, no par value, at nominal
       assigned value--62,000,000 shares
       authorized: 19,353,973  issued,
       16,353,973 outstanding in 1997
       and 18,984,206 issued, 15,984,206
       outstanding in 1996                                            9,667             9,460
     Additional paid-in capital                                  43,028,780        39,103,070
     Unearned compensation                                         (493,634)         (436,281)
     Treasury stock - at cost                                   (24,003,245)      (24,003,245)
     Retained earnings                                           67,648,952        54,888,471
                                                             --------------    --------------
                                                                 86,190,520        69,561,475
                                                             --------------    --------------
                                                             $  109,178,509    $   89,726,806
                                                             ==============    ==============
</TABLE>


See notes to consolidated financial statements.


                                      18

<PAGE>   21
                                InterVoice, Inc.
                       Consolidated Statements of Income


<TABLE>
<CAPTION>
                                                      Year Ended February 29/28 
                                          -------------------------------------------------
                                              1997              1996               1995    
                                          ------------      ------------       ------------
<S>                                       <C>               <C>                <C>         
SALES                                     $104,845,697      $ 97,103,054       $ 76,265,228

COST OF GOODS SOLD                          40,131,308        34,468,112         27,882,870
                                          ------------      ------------       ------------
GROSS MARGIN                                64,714,389        62,634,942         48,382,358

  Research and development expenses         11,652,934         9,757,972          7,313,780
  Selling, general and
    administrative expenses                 33,712,840        27,822,228         21,222,547
  Purchased research and development              --                --           10,541,918
  Litigation settlement                      1,800,000              --                 --
                                          ------------      ------------       ------------
INCOME FROM OPERATIONS                      17,548,615        25,054,742          9,304,113

  Other income - net                           680,644           532,065            438,586
                                          ------------      ------------       ------------
INCOME BEFORE INCOME TAXES                  18,229,259        25,586,807          9,742,699

INCOME TAXES
  Current                                    4,191,807         8,371,856          7,328,307
  Deferred                                   1,276,971           (44,407)          (119,188)
                                          ------------      ------------       ------------
INCOME TAXES                                 5,468,778         8,327,449          7,209,119
                                          ------------      ------------       ------------
NET INCOME                                $ 12,760,481      $ 17,259,358       $  2,533,580
                                          ============      ============       ============

Net income per common and
  common equivalent share                 $        .77      $       1.05       $        .15
                                          ============      ============       ============

Weighted average number of common
  and common equivalent shares              16,618,937        16,397,924         16,755,289
                                          ============      ============       ============
</TABLE>


See notes to consolidated financial statements.





                                      19
<PAGE>   22
                                InterVoice, Inc.
           Consolidated Statements of Changes in Stockholders' Equity


<TABLE>
<CAPTION>
                                     Common Stock      Additional
                                ----------------------   Paid-in       Unearned       Treasury        Retained             
                                  Shares      Amount     Capital     Compensation      Stock          Earnings        Total
                                --------------------------------------------------------------------------------------------
<S>                             <C>           <C>      <C>           <C>           <C>            <C>           <C>         
Balance at February 28, 1994    17,760,805    $8,857   $28,047,450        --              --      $35,095,533   $ 63,151,840
     Exercise of stock
       options                     365,690       183     1,606,960        --              --             --        1,607,143
     Acquisition of
       business                    255,008       127     2,980,279        --              --             --        2,980,406
     Purchase of
       treasury stock           (3,000,000)     --            --          --       (24,003,245)          --      (24,003,245)
     Tax benefit from
       exercise of
       stock options                  --        --         577,374        --              --             --          577,374
     Net Income                       --        --            --          --              --        2,533,580      2,533,580
                                --------------------------------------------------------------------------------------------
Balance at February 28, 1995    15,381,503     9,167    33,212,063        --       (24,003,245)    37,629,113     46,847,098
                                --------------------------------------------------------------------------------------------

     Exercise of stock
       options                     571,942       278     3,763,469        --              --             --        3,763,747
     Tax benefit from
       exercise of
       stock options                  --        --       1,545,825        --              --             --        1,545,825
     Issuance of
       restricted stock             30,761        15       581,713    (436,281)           --             --          145,447
     Net Income                       --        --            --          --              --       17,259,358     17,259,358
                                --------------------------------------------------------------------------------------------
Balance at February 29, 1996    15,984,206    $9,460   $39,103,070   ($436,281)   ($24,003,245)   $54,888,471   $ 69,561,475
     Exercise of stock
       options                     344,083       194     2,710,623        --              --             --        2,710,817
     Tax benefit from
       exercise of
       stock options                  --        --         562,340        --              --             --          562,340
     Issuance of
       restricted stock,
       net of forfeitures           25,684        13       652,747     (57,353)           --             --          595,407
     Net Income                       --        --            --          --              --       12,760,481     12,760,481
                                --------------------------------------------------------------------------------------------
Balance at February 28, 1997    16,353,973    $9,667   $43,028,780   ($493,634)   ($24,003,245)   $67,648,952   $ 86,190,520
                                ============================================================================================
</TABLE>



See notes to consolidated financial statements.





                                      20
<PAGE>   23
                                InterVoice, Inc.
                     Consolidated Statements of Cash Flows


<TABLE>
<CAPTION>
                                                                         Year Ended February 29/28
                                                            --------------------------------------------------
                                                                1997              1996                1995
                                                            ------------       ------------       ------------
<S>                                                         <C>                <C>                <C>         
OPERATING ACTIVITIES
    Net Income                                              $ 12,760,481       $ 17,259,358       $  2,533,580
    Adjustments to reconcile net income
      to net cash provided by
      operating activities:
         Purchased research and
           development                                              --                 --           10,541,918
         Depreciation and amortization                         4,946,376          4,393,988          3,522,925
         Compensation expense
           related to restricted stock issuances                 595,407            145,447               --
         Benefit for deferred income taxes                     1,276,971            (44,407)          (119,188)
         Provision for doubtful accounts                         397,739            173,928            481,938
         Provision for slow moving inventories                 1,200,000            752,090            660,000
         Disposal of equipment                                    89,447             11,669             37,014
         Changes in operating assets and
           liabilities net of effects of acquisition:
           Increase in accounts receivable                    (9,200,060)        (7,279,317)        (3,396,102)
           Increase in inventories                            (3,520,298)        (3,657,122)        (3,499,289)
           (Increase) decrease in prepaid expenses              (488,673)          (288,339)           124,669
           Increase in accounts payable
              and accrued expenses                             1,097,596          2,258,010          2,273,304
           Increase (decrease) in customer deposits              876,225          1,395,750            (84,607)
           Increase in deferred income                           920,132            710,251          1,088,334
           Increase (decrease) in income taxes payable              --             (459,505)         1,027,768
                                                            ------------       ------------       ------------
                                                              10,768,651         15,371,801         15,192,264

INVESTING ACTIVITIES
    Acquisition of business, net of
      cash acquired                                                 --                 --           (9,130,574)
    Purchases of property and equipment                      (11,483,435)        (6,525,578)        (9,197,365)
    Increase in other assets                                  (1,407,985)        (1,020,279)          (819,401)
    (Increase) decrease in notes receivable                         --              161,508           (151,462)
                                                            ------------       ------------       ------------
                                                             (12,891,420)        (7,384,349)       (19,298,802)

FINANCING ACTIVITIES
    Purchase of treasury stock                                      --                 --          (24,003,245)
    Exercise of stock options                                  2,710,817          5,309,572          2,184,517
                                                            ------------       ------------       ------------
                                                               2,710,817          5,309,572        (21,818,728)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 588,048         13,297,024        (25,925,266)

Cash and cash equivalents, beginning of year                  23,573,976         10,276,952         36,202,218
                                                            ------------       ------------       ------------

CASH AND CASH EQUIVALENTS, END OF YEAR                      $ 24,162,024       $ 23,573,976       $ 10,276,952
                                                            ============       ============       ============
</TABLE>


See notes to consolidated financial statements.


                                      21
<PAGE>   24


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - DESCRIPTION OF BUSINESS

The Company develops, sells and services call automation systems with an
emphasis on interactive voice response allowing individuals to interact with
computer data bases using their telephones, personal computers, credit card
terminals or voice. The Company's systems are sold under the trade names
"OneVoice" and "InterDial" and are used by a variety of enterprises to
disseminate and receive information efficiently, allowing multiple callers
simultaneous access to computer data bases without the expense of maintaining a
manned workstation for each telephone line, or by automatically dialing phone
numbers and only transferring a call to an operator if the call is answered and
the called party remains on the phone. The Company's products include software
designed to simplify system customization while permitting a number of diverse
product applications. The Company sells its products directly to end-users and
through more than 130 domestic and international distributors.

NOTE B - SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of InterVoice and its subsidiaries. All significant intercompany
transactions and accounts have been eliminated in consolidation.

USE OF ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

INVENTORIES: Inventories, primarily system components, are valued at the lower
of cost or net realizable value with cost determined on a first-in, first-out
basis. Amounts presented are net of inventory valuation allowances totaling
$166,000 and $1,350,000 at February 28, 1997 and February 29, 1996,
respectively.

PROPERTY AND EQUIPMENT: Property and Equipment is stated on the basis of cost.
Depreciation is provided by the straight-line method over each asset's
estimated useful life. Depreciation expense totaled $4,124,289, $2,834,613 and
$2,305,263 in fiscal 1997, 1996 and 1995, respectively.

INTANGIBLE ASSETS: Intangible assets, which include patent licenses, purchased
software and license fees for technologies such as text to speech and speech
recognition, are being amortized by the straight-line method based on the
Company's assessment of each asset's useful life. Useful lives range from five
to twelve years. Amortization expense for these items totaled $822,087,
$647,261 and $912,996 in fiscal 1997, 1996 and 1995, respectively.

CASH AND CASH EQUIVALENTS: Cash equivalents include investments in highly
liquid securities with a maturity of three months or less at the time of
acquisition. The carrying amount of these securities approximate fair market
value.

REVENUE RECOGNITION: The Company recognizes revenue from sales of systems and
services at the time a contract is signed, custom system specifications, where
applicable, are defined and agreed upon, and the system has been shipped or
services rendered. In the event the Company anticipates more than a normal time
period between shipment and completion of other obligations (installation and
system testing), revenue recognition is deferred until all remaining
obligations are insignificant. Revenues from system maintenance agreements are
deferred and recognized over the term of the agreement.

DEFERRED INCOME TAXES: Deferred income taxes are recognized using the liability
method and reflect the tax impact of temporary differences between the amounts
of assets and liabilities for financial reporting purposes and such amounts as
measured by tax laws and regulations.                                          

NET INCOME PER SHARE: Net income per share is based on the average common and
common equivalent shares outstanding during each fiscal year. Common equivalent
shares assume the exercise of all dilutive stock options, including restricted
stock, using the treasury stock method. Primary and fully diluted earnings per
share are not materially different for the years presented.

STOCK-BASED COMPENSATION: The Company has elected to follow Accounting
Principles Board Opinion No. 25 "Accounting for Stock Issued to Employees"
("APB 25") in the primary financial statements and to provide supplementary
disclosures required by Statement of Financial Accounting Standards No. 123
"Accounting for Stock-Based Compensation" ("FAS 123"). See Note F.

RECLASSIFICATIONS: Certain prior year balances have been reclassified to
conform to current year presentation.


                                      22
<PAGE>   25




NOTE C - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

<TABLE>
<CAPTION>
                                                   1997                  1996
                                                   ----                  ----
<S>                                            <C>                   <C>        
Accounts payable                               $10,094,466           $ 7,923,169
Accrued compensation                             1,572,875             2,356,379
Other                                            1,226,384             1,516,577
                                               -----------           -----------
                                               $12,893,725           $11,796,125
                                               ===========           ===========
</TABLE>


NOTE D - INCOME TAXES

Significant components of the Company's deferred tax assets and liabilities are
as follows:

<TABLE>
<CAPTION>
                                                        1997             1996
                                                        ----             ----
<S>                                                <C>                <C>       
Deferred tax assets:
Allowance for slow moving inventories              $    62,956        $  511,988
Deferred revenue                                       738,667           942,181
Accrued expenses                                       146,022           267,615
Allowance for doubtful accounts                         69,782           102,777
Book over tax depreciation/amortization                453,706              --
Other                                                  311,093            44,795
                                                   -----------        ----------
   Total deferred tax assets                         1,782,226         1,869,356
                                                   -----------        ----------
Deferred tax liabilities:
Capitalized Software                                 1,814,368           639,835
Tax over book depreciation                                --             110,884
Prepaid assets                                         240,826           107,049
Other                                                    2,831            10,416
                                                   -----------        ----------
   Total deferred tax liabilities                    2,058,025           868,184
                                                   -----------        ----------

   Net deferred tax assets (liabilities)           $  (275,799)       $1,001,172
                                                   ===========        ==========
</TABLE>


                                      23
<PAGE>   26




Domestic and foreign income before taxes, and details of the income tax
provision are as follows:

<TABLE>
<CAPTION>
                                         1997               1996               1995
                                         ----               ----               ----
<S>                                  <C>                <C>                <C>         
Income (loss) before taxes:
Domestic                             $ 18,610,597       $ 26,671,904       $ 10,969,945
Foreign                                  (381,338)        (1,085,097)        (1,227,246)
                                     ------------       ------------       ------------
                                     $ 18,229,259       $ 25,586,807       $  9,742,699
                                     ============       ============       ============

Income tax provision (benefit):
Current:
     Federal                         $  4,137,807       $  8,050,856       $  6,349,864
     Foreign                                 --                 --              146,147
     State                                 54,000            321,000            832,296
                                     ------------       ------------       ------------
       Total current                    4,191,807          8,371,856          7,328,307
Deferred:
     Federal                            1,156,811            (40,982)          (109,996)
     State                                120,160             (3,425)            (9,192)
                                     ------------       ------------       ------------
       Total deferred                   1,276,971            (44,407)          (119,188)
                                     ------------       ------------       ------------
Total                                $  5,468,778       $  8,327,449       $  7,209,119
                                     ============       ============       ============
</TABLE>


A reconciliation of the United States Federal statutory rate to the Company's
effective tax rate is as follows:

<TABLE>
<CAPTION>
                                                         1997                         1996                        1995
                                                         ----                         ----                        ----
                                                   $             %              $             %             $             %
                                                   -             -              -             -             -             -
<S>                                            <C>             <C>        <C>               <C>         <C>             <C> 
Federal income taxes at statutory rates        6,380,240         35         8,955,382         35        3,409,945         35
Tax exempt interest                             (175,588)      (1.0)               --         --         (151,139)      (1.6)
Purchased research & development                      --         --                --         --        3,689,671       37.9
State taxes, net of federal benefit              113,204         .6           259,000        1.0          540,992        5.6
Foreign loss not benefited                      (659,833)      (3.6)          380,576        1.5          383,777        3.9
Foreign sales corp. benefit                     (544,036)      (3.0)         (521,208)      (2.0)        (284,327)      (2.9)
Other                                            354,791        1.9          (746,301)      (2.9)        (379,800)      (3.9)
                                             -----------       ----       -----------       ----      -----------       ----
                                             $ 5,468,778       30.0       $ 8,327,449       32.5      $ 7,209,119       74.0
                                             ===========       ====       ===========       ====      ===========       ====
</TABLE>


Income taxes, net of refunds, of $6,587,097, $7,240,945 and $5,818,651 were
paid in fiscal 1997, 1996 and 1995, respectively.

NOTE E - CONTINGENCIES

         Lucent Technologies ("Lucent") has suggested in correspondence to the
Company that it should consider licensing certain Lucent patents for a
substantial payment. The Company has an opinion from its outside legal counsel
that the Company does not infringe the Lucent patents by reason of
non-infringement and/or invalidity. The Company has suggested to Lucent that
Lucent should consider licensing certain patents of the Company, and that a
mutual cross-license might be in the best interests of both parties. The
parties are currently attempting to negotiate a mutually satisfactory
cross-license agreement which would resolve the matter. There is no assurance
that the Company will be able to negotiate a cross-license agreement based on
mutually satisfactory terms. Lucent has not threatened litigation against the
Company. In the event that litigation is instituted against the Company
concerning the Lucent patents, the Company intends to vigorously contest the
claims and to assert defenses of non-infringement and/or invalidity of the
patents, together with any other meritorious defenses and counterclaims,
including any counterclaim for infringement of its patents, the Company might
have. As with any legal proceeding, there is no guarantee that the Company will
prevail in any litigation asserted against the Company in connection with the
Lucent patents.


                                      24
<PAGE>   27



NOTE F - STOCKHOLDERS' EQUITY

Stock option plans are in effect under which shares of common stock may be
authorized for issuance by the Compensation Committee of the Board of Directors
as incentive stock options to key employees. Option prices per share are the
fair market value per share of stock, based on the closing per share price on
the date of grant. Generally, the options become exercisable at the rate of 33%
per year and are exercisable for six years from the date of grant.

<TABLE>
<CAPTION>
                                                                        Weighted Average    
                                                                    Exercise Price Per Share
                                                                    ------------------------
<S>                                <C>              <C>                    <C>
Balance at February 28, 1994       1,537,094                                                
     Granted                         676,050        $7.63 to $14.50        
     Exercised                      (325,640)       $1.06 to $12.63        
     Forfeited                       (64,841)       $4.13 to $18.75        

Balance at February 28, 1995       1,822,663                               
     Granted                         510,750       $14.75 to $22.00        
     Exercised                      (514.177)       $2.06 to $18.75        
     Forfeited                      (164,912)       $4.31 to $21.38        

Balance at February 29, 1996       1,654,324                               $13.52
     Granted                         603,300       $11.88 to $27.25        $21.57
     Exercised                      (285,736)       $2.06 to $19.25        $ 7.36
     Forfeited                      (185,788)       $7.63 to $26.25        $18.21

Balance at February 28, 1997       1,786,100                               $16.74
</TABLE>


At February 28, 1997, a total of 792,328 employee options were exercisable at
an average price of $13.02.

On April 9, 1997, the Board of Directors approved a plan to offer to the
holders of certain outstanding stock options, excluding the five most highly
compensated executive officers, the opportunity to cancel their existing
options and receive new options for the same number of shares but with an
exercise price per share at the then current fair market value and with new
vesting requirements. As a result, approximately 620,000 options with exercise
prices ranging from $11.88 to $27.25 per share were exchanged for new options
with an exercise price of $10.00 per share.

A stock option plan is in effect under which shares of common stock may be
issued by the Board of Directors as nonqualified stock options to
non-employees. Options are issued to non-employee directors in accordance with
a formula prescribed by the plan. Option prices per share are the fair market
value per share, based on the closing per share price on the date of grant.
Each option becomes exercisable within the period specified in the optionee's
agreement and are exercisable for 10 years from the date of grant.


<TABLE>
<CAPTION>
                                                                                          Weighted Average
1990 Non-Employee Option Plan                    Shares           Option Price        Exercise Price Per Share
-----------------------------                    ------           ------------        ------------------------
<S>                                              <C>             <C>                           <C>
Balance at February 28, 1994                     24,600
     Granted                                     26,000              $8.50
     Exercised                                   (6,600)         $3.00 to $6.13
     Forfeited                                   (4,000)             $15.13
                                                 ------
Balance at February 28, 1995                     40,000
     Granted                                     12,000              $22.13
     Exercised                                   (2,000)              $3.09
                                                -------
Balance at February 29, 1996                     50,000                                        $12.82
      Granted                                    26,000              $13.94                    $13.94
      Exercised                                 (22,000)              $8.50                    $ 8.50
      Forfeited                                  (4,000)             $22.13                    $22.13
                                                -------
Balance at February 28, 1997                     50,000              $22.13                    $15.10      
                                                =======
</TABLE>

At February 28, 1997, a total of 24,000 non-employee options were exercisable
at an average price of $14.85.

For all option plans at February 28, 1997, options for 632,133 shares of common
stock were available for future grant.

The Company has adopted an Employee Stock Purchase Plan under which an
aggregate of 200,000 shares of common stock may be issued. Options are issued
to eligible employees in accordance with a formula prescribed by the plan and
are exercised automatically at the end of a one year payroll deduction period.
Option prices are determined as 85% of the lower of the closing price per share
of the Company's common stock on the option 


                                      25
<PAGE>   28
grant date or the option exercise date. At February 28, 1997, options for
70,637 shares of common stock were outstanding under the plan.

<TABLE>
<CAPTION>                                                       Weighted Average
Employee Stock Purchase Plan                       Shares    Exercise Price Per Share
----------------------------                       ------    ------------------------
<S>                                          <C>                   <C>
Balance at February 28, 1994                       58,916
    Granted                                        68,763
    Exercised                                     (33,436)
    Forfeited                                     (25,480)
                                                  -------
Balance at February 28, 1995                       68,763
    Granted                                        48,061
    Exercised                                     (55,765)
    Forfeited                                     (12,998)
                                                  -------
Balance at February 29, 1996                       48,061           $  17.33
    Granted                                        70,637           $  14.39
    Exercised                                     (36,347)          $  11.43
    Forfeited                                     (11,714)          $  20.26
                                                  -------           
Balance at February 29, 1996                       70,637           $  12.23
                                                  =======           
Grant price per option outstanding           $10.84 to $18.06
</TABLE>

During fiscal 1996, the Company adopted a Restricted Stock Plan under which an
aggregate of 500,000 shares may be issued. Approximately 154,000 shares have
been allocated to five senior executives to be earned based on the achievement
of certain targeted share prices and the continued service of each executive for
a two year period after each target is met. The remaining shares are available
for annual grants to other key executives as a component of their annual bonuses
based on the achievement of targeted annual earnings per share objectives and
the completion of an additional two years of service after the grant. Activity
related to restricted stock during fiscal 1997 and 1996 is as follows:


<TABLE>
<CAPTION>
                                       Senior Executive        Key Executive  
                                             Plan                   Plan       
                                       ----------------        -------------
<S>                                         <C>                  <C>
Balance at February 28, 1995                    --                    --      
    Granted                                 30,761                    --
                                            ------                ------
Balance at February 28, 1996                30,761                    --
    Granted                                 30,761                 4,787
    Forfeited                               (9,228)                 (636)
                                            ------                ------
Balance at February 28, 1997                52,294                 4,151
                                            ======                ======

</TABLE>

The weighted average share price on the date of grant in fiscal 1997 was $21.27
for the Senior Executive Plan and $29.44 for the Key Executive Plan. Shares
forfeited in fiscal 1997 had been granted at a weighted average share price of
$21.80. At February 28, 1997, approximately 440,000 shares are reserved for
future restricted stock grants.

One Preferred Share Purchase Right is attached to each outstanding share of the
Company's common stock. If a person or group acquires beneficial ownership of
20 percent or more, or announces a tender offer that would result in beneficial
ownership of 20 percent or more of the Company's outstanding common stock, the
rights become exercisable and each right will entitle its holder to purchase
one four-hundredth of a share of Series A Preferred Stock for $75, subject to
adjustment. If the Company is acquired in a business combination transaction
while the rights are outstanding, each right will entitle its holder to
purchase, for $75, common shares of the acquiring company having a market value
of $150. In addition, if a person or group acquires beneficial ownership of 20
percent or more of the Company's outstanding common stock, each right will
entitle its holder (other than such person or members of such group) to
purchase, for $75, a number of shares of the Company's common stock having a
market value of $150. Furthermore, at any time after a person or group acquires
beneficial ownership of 20 percent or more (but less than 50 percent) of the
Company's outstanding common stock, the Board of Directors may, at its option,
exchange part or all of the rights (other than rights held by the acquiring
person or group) for shares of the Company's common stock on a one-for-one
basis. At any time prior to the acquisition of such a 20 percent position, the
Company can redeem each right for .25 cents. The Board of Directors is also
authorized to reduce the 20 percent thresholds referred to above to not less
than 10 percent. The rights expire in the year 2001.

Because the Company has elected to continue to apply the provisions of APB 25
for expense recognition purposes in the primary financial statements, Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation", ("FAS 123") requires disclosure of pro forma information which
provides the effects on Net income and Income per share as if the Company had
accounted for its employee stock awards under fair value methods prescribed by
FAS 123. The fair value of the Company's employee stock awards was estimated
using a Black-Scholes option pricing model with the following weighted-average
assumptions for fiscal 1997 and 1996, respectively: risk-free interest rates of
6.39% and 6.02%; stock price volatility factors of .66 and .74; and expected
option lives of 4.06 years and 3.2 years. The Company does not have a history of
paying dividends, and none have been assumed in estimating the fair value of the
options. The weighted-average fair value per share of options granted in fiscal
1997 was 11.82.



                                      26
<PAGE>   29
Pro Forma Required Disclosures:

<TABLE>
<CAPTION>
                            1997                 1996
                          ---------           ---------
<S>                   <C>                 <C>           
Net income .....      $   10,795,850      $   16,242,620
Income per share      $          .67      $         1.00
</TABLE>

As required by FAS 123, only awards granted in fiscal 1996 and 1997 have been
included in determining the amount of additional compensation expense for those
years. As such, the effects of applying FAS 123 on fiscal 1997 and 1996 results
are not necessarily representative of the additional compensation expense which
will be included in future years' pro forma disclosures as more than two years
of awards will be considered.

The following table provides information related to all option plans at
February 28, 1997, excluding the impact of the exchange of options on April 9,
1997, as previously described.

<TABLE>
<CAPTION>

Options Outstanding                                           Weighted Average
-------------------                      Weighted Average  Remaining Contractual
Exercise Prices            Shares         Exercise Price       Life In Years
-------------------        ------        ----------------  ---------------------
<S>                        <C>           <C>                  <C>
$ 2.06 - $10.84            363,474           $  7.38                2.36
$11.63 - $15.13            536,078           $ 12.85                4.41
$17.38 - $27.25          1,007,185           $ 21.79                6.47
                         ---------
                         1,906,737
                         =========

Options Exercisable
-------------------
$ 2.06 - $10.84            236,652           $  6.17                2.26
$11.63 - $15.13            330,360           $ 12.69                2.70
$17.38 - $27.25            249,316           $ 20.20                3.61
                         ---------
                           816,328
                         =========
</TABLE>

Pursuant to an authorization by the Company's Board of Directors during fiscal
1995, in July, 1994, the Company repurchased 3,000,000 shares of its common
stock at an average price of $8.00 per share.

NOTE G - GEOGRAPHIC OPERATIONS AND MAJOR CUSTOMERS

The Company's operations involve a single industry segment: the development,
sale and service of call automation systems.

Export sales, summarized by geographic area, are as follows:

<TABLE>
<CAPTION>
(In Thousands)                1997         1996         1995
--------------                ----         ----         ----
<S>                          <C>          <C>          <C>    
The Americas (Excluding
     the United States)      $11,622      $11,126      $ 6,606
Pacific Rim                    4,769        3,507        2,461
Europe, The Middle East
     and Africa                8,372        3,620        1,978
                             -------      -------      -------
       TOTAL                 $24,763      $18,253      $11,045
                             =======      =======      =======
</TABLE>

One customer, Siemens AG, an InterVoice distributor, accounted for 10.2% of 
the Company's sales during fiscal 1997. During fiscal 1996 and 1995, MCI
Telecommunications accounted for 11.2% and 11.7% of the Company's total sales,
respectively.


                                      27
<PAGE>   30



NOTE H - CONCENTRATIONS OF CREDIT RISK

The Company sells systems directly to end-users and distributors primarily in
the banking and financial, telecommunications, human resource, heathcare and
call center vertical markets. Credit is extended based on an evaluation of a
customer's financial condition and a deposit is generally required. The Company
has made a provision for credit losses in these financial statements, which
have been less than 1% of sales in the periods reported.

NOTE I - EMPLOYEE BENEFIT PLAN

The Company sponsors an employee savings plan which qualifies under section
401(k) of the Internal Revenue Code. All full time employees who have completed
three months of service are eligible to participate in the plan. The Company
matches 50% of employee contributions up to 6% of the employee's eligible
compensation. Company contributions totaled $759,000, $524,000 and $405,000 in
fiscal 1997, 1996 and 1995, respectively.

NOTE J - ACQUISITION

The Company acquired VoicePlex Corporation on August 31, 1994. The acquisition
was accounted for by the purchase method of accounting. This purchase price of
$12,277,992 was comprised of $7,954,749 in cash, Company common stock valued at
$2,980,406 and other direct acquisition costs totaling $1,342,837. The
allocation of the purchase price among the identifiable tangible and intangible
assets was based on the fair market value of those assets using a risk adjusted
income approach.

Based on appraised value, a portion of the purchase price was allocated to
purchased research and development which had not reached technological
feasibility and had no alternative future use. This allocation resulted in a
$10,541,918 charge, net of taxes, to the Company's operations in fiscal year
1995. The remaining purchase price was allocated, based on appraisals, to
software ($746,121), net tangible assets ($470,619), deferred taxes ($351,457),
and assembled workforce ($167,877).


                                      28
<PAGE>   31

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                INTERVOICE, INC.


<TABLE>
<CAPTION>
                COLUMN A                       COLUMN B                 COLUMN C                COLUMN D            COLUMN E
               ----------                     -----------     -----------------------------   ------------         ----------
                                                                        Additions
                                                              -----------------------------
                                                                 (1)              (2)
                                               Balance at     Charged to       Charged to                          Balance at
                                               Beginning       Cost and      Other Accounts   Deductions -           End of
               Description                     of Period       Expenses        - Describe        Describe            Period
               -----------                     ----------     -----------    --------------   ------------         ----------
<S>                                            <C>            <C>              <C>             <C>                 <C>       
Year ended February 28,1997
  Deducted from asset accounts:
    Allowance for doubtful accounts            $  746,027     $   397,740                      $  (892,817)(A)     $  250,950
    Allowance for slow moving inventories       1,350,000       1,200,000                       (2,384,000)(C)        166,000
                                               ----------     -----------                      -----------         ----------
Total                                          $2,096,027     $ 1,597,740                      $(3,276,817)        $  416,950
                                               ==========     ===========                      ===========         ==========

Year ended February 29,1996
  Deducted from asset accounts:
    Allowance for doubtful accounts            $  585,439     $   173,930                      $   (13,342)(A)     $  746,027
    Allowance  for slow moving inventories      1,110,267         752,090                         (512,357)(B)      1,350,000
                                               ----------     -----------                      -----------         ----------
Total                                          $1,695,706     $   926,020                      $  (525,699)        $2,096,027
                                               ==========     ===========                      ===========         ==========

Year ended February 28,1995
  Deducted from asset accounts:
    Allowance for doubtful accounts            $  192,000     $   481,938                      $   (88,499)(A)     $  585,439
    Allowance  for slow moving inventories        677,256         660,000                         (226,989)(B)      1,110,267
                                               ----------     -----------                      -----------         ----------
Total                                          $  869,256     $ 1,141,938                      $  (315,488)        $1,695,706
                                               ==========     ===========                      ===========         ==========
</TABLE>

--------------------------------
(A) Accounts written off. Includes approximately $520,000 associated with 
    shut down of foreign subsidiary in fiscal 1997.
(B) Scrapped material.
(C) Includes approximately $1,700,000 reclassified to accumulated depreciation
    associated with reclassification of inventory into fixed assets. Also
    includes approximately $700,000 of scrapped material.







                                      29
<PAGE>   32



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

        Not applicable.






                                       30




<PAGE>   33
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The information required by this item will be contained in the sections
entitled "Election of Directors" and "Executive Officers" in the Company's
Definitive Proxy Statement, involving the election of directors, to be filed
pursuant to Regulation 14A with the Securities and Exchange Commission not
later than 120 days after the end of the fiscal year covered by this Form 10-K
(the "Definitive Proxy Statement") and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     The information required by this item will be contained in the section
entitled "Executive Compensation" in the Definitive Proxy Statement. Such
information, except for the information captioned "Report of the Compensation
Committee" and "Performance Graph", is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this item will be contained in the section
entitled "Election of Directors" in the Definitive Proxy Statement. Such
information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by this item will be contained in the section
captioned "Certain Transactions" in the Definitive Proxy Statement. Such
information is incorporated herein by reference.




                                       31

<PAGE>   34


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

  (a)  The following consolidated financial statements and financial
       statement schedules of InterVoice, Inc. and subsidiaries are included
       in Items 8 and 14(a), respectively.

<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>                                                                         <C>
  (1)  Financial Statements:
       Report of Independent Auditors ...................................   17 
       Consolidated Balance Sheets at February 28, 1997 
            and February 29, 1996........................................   18 
       Consolidated Statements of Income for the three years 
            ended February 28, 1997 .....................................   19
       Consolidated Statements of Changes in Stockholders' Equity 
            for the three years ended February 28, 1997 .................   20 
       Consolidated Statements of Cash Flows for the three 
            years ended February 28, 1997 ...............................   21 
       Notes to Financial Statements ....................................   22

  (2) Financial Statement Schedule:
       II  Valuation and Qualifying Accounts ............................   29
</TABLE>

      All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

  (3) Exhibits:

   The exhibits required to be filed by this Item 14 are set forth in the
Index to Exhibits accompanying this report.

  (b) No reports on Form 8-K were filed by the Company during the quarter
ended February 28, 1997.



                                       32

<PAGE>   35



                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             INTERVOICE, INC.




                                        By:      /s/  DANIEL D. HAMMOND
                                             ----------------------------------
                                                 Daniel D. Hammond
                                             Chairman of the Board of Directors
                                              and Chief Executive Officer


Dated:  May 28, 1997





                                       33




<PAGE>   36



     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.




<TABLE>
<CAPTION>
           Signature                        Title                    Date
           ---------                        -----                    ----
   <S>                         <C>                               <C>



   /s/ DANIEL D. HAMMOND       Chairman of the Board of          May 28, 1997
   --------------------------    Directors and Chief
       Daniel D. Hammond         Executive Officer
                                 



   /s/ MICHAEL W. BARKER       President and Chief               May 28, 1997
   --------------------------    Operating  Officer
   Michael W. Barker             



   /s/ ROB-ROY J.GRAHAM        Chief Financial Officer,          May 28, 1997
   --------------------------    Chief Accounting Officer
   Rob-Roy J. Graham             and Controller
                                 (Principal Accounting Officer)



   /s/ JOSEPH J. PIETROPAOLO   Director                          May 28, 1997
   --------------------------
   Joseph J. Pietropaolo



   /s/ GEORGE C. PLATT         Director                          May 28, 1997
   --------------------------
   George C. Platt



   /s/ GRANT A. DOVE           Director                          May 28, 1997
   --------------------------
   Grant A. Dove
</TABLE>



                                       34




<PAGE>   37



                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                                                     Sequentially
   No.                                 Description                                          Numbered Page
-------                                -----------                                          -------------
<S>     <C>
 3.1  -- Articles of Incorporation, as amended, of Registrant (3)               
                                                                                
 3.2  -- Second Restated Bylaws of Registrant, as amended (2)                   
                                                                                
 4.1  -- Registration Rights Agreement dated August 31, 1994, among the Company,
         Sohail Sattar and Steven E. Polsky and other shareholders of VoicePlex 
         Corporation. (8)                                                       
                                                                                
10.1  -- Registrant's 1984 Incentive Stock Option Plan, as amended (1)          
                                                                                
10.2  -- Second Amended and Restated Employment Agreement dated as of June 21,  
         1996, effective as of March 1, 1996 by and between the Company and Danil
         D. Hammond (10)                                                        
                                                                                
10.3  -- First Amendment to Amended and Extended Employment Agreement dated as  
         of June 25, 1996 and effective as of March 1, 1996 by and between the  
         Company and Daniel D. Hammond (10)                                     
                                                                                
10.4  -- Amended and Restated Rights Agreement dated as of December 12, 1994    
         between the Registrant and KeyCorp Shareholders Services, Inc. (formerl
         Society National Bank), as Rights Agent (5)                            
                                                                                
10.5  -- The InterVoice, Inc. 1990 Incentive Stock Option Plan, as amended (10) 
                                                                                
10.6  -- The InterVoice, Inc. 1990 Nonqualified Stock Option Plan for           
         Non-Employees, as amended (4)                                          
                                                                                
10.7  -- Amendment to the 1984 Incentive Stock Option Plan (2)                  
                                                                                
10.8  -- InterVoice, Inc. Employee Stock Purchase Plan (7)                      
                                                                                
10.9  -- Amended and Restated Employment Agreement dated as of June 21, 1996, 
         effective as of March 1, 1996 by and between the Company and Michel
         W. Barker (10)                                                         
                                                                                
10.10 -- First Amendment to Amended and Extended Employment Agreement dated as
         of June 25, 1996 and effective as of March 1, 1996 by and between the
         Company and Michael W. Barker (10)

10.11 -- InterVoice, Inc. Employee Savings Plan (6)

10.12 -- Merger Agreement dated August 31, 1994 among the Company, InterVoice
         Acquisition Corp., VoicePlex Corporation and certain shareholders of
         VoicePlex Corporation. (8)

10.13 -- InterVoice, Inc. Restricted Stock Plan (9)

10.14 -- Separation Agreement dated as of December 5, 1996 between the Company
         and Richard Herrmann (10)
</TABLE>


                                       35




<PAGE>   38
<TABLE>
<S>     <C>
11.  -- Computation of Per Share Earnings (10)

23.  -- Consent of Independent Auditors (10)

27.  -- Financial Data Schedule (10)
</TABLE>




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

  (1)  Incorporated by reference to exhibits to the Company's Registration
       Statement on Form S-2 under the Securities Act of 1933, Registration No.
       33-30847.

  (2)  Incorporated by reference to exhibits to the Company's 1991 Annual
       Report on Form 10-K for the fiscal year ended February 28, 1991, filed
       with the Securities and Exchange Commission (SEC) on May 29, 1991, as
       amended by Amendment No. 1 on Form 8 to Annual Report on Form 10-K,
       filed with the SEC on August 1, 1991.

  (3)  Incorporated by reference to exhibits to the Company's 1995 Annual
       Report on form 10-K for the fiscal year ended February 28, 1995, filed 
       with the SEC on May 30, 1995.

  (4)  Incorporated by reference to exhibits to the Company's Registration
       Statement on form S-8 filed on April 6, 1994, with respect to the
       Company's 1990 Nonqualified Stock Option Plan for Non-Employees,
       Registration Number 33-77590.

  (5)  Incorporated by reference to exhibits to Form 8-A/A (Amendment No 1)
       filed with the SEC on December 15, 1994.

  (6)  Incorporated by reference to Exhibits to the Company's 1994 Annual
       Report on Form 10-K for the fiscal year ended February 28, 1994, filed
       with the SEC on May 31, 1994.

  (7)  Incorporated by reference to exhibits to Registration Statement on
       Form S-8 filed with the Securities and Exchange Commission on December
       1, 1993, Registration Number 33-72494.

  (8)  Incorporated by reference to exhibits to the Company's current report
       on Form 8-K dated September 13, 1994, and the Amendment thereto or Form
       8K/A dated October 27, 1994.

  (9)  Incorporated by reference to exhibits to the Company's 1996 Annual
       Report on Form 10-K for the fiscal year ended February 29, 1996, filed
       with the SEC on May 29, 1996.

  (10) Filed herewith.


                        Exhibits furnished upon request







                                       36