United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                  Form 10-QSB/A

                                (Amendment No. 2)

{ X }  Quarterly  Report  Pursuant  to  Section  13 or 15 (d) of the  Securities
          Exchange Act of 1934 for the Period Ended December 31, 1999.

                                       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  33-92894
                        --------

                              PREFERRED VOICE, INC.

           Delaware                                         75-2440201
--------------------------------                 -------------------------------
 (State or other jurisdiction of                 (I.R.S. Employer Identification
  incorporation or organization)                              No.)

6500 Greenville Avenue
Suite 570
Dallas,  TX                                                 75206
-------------------------------                    ----------------------
(Address of Principal Executive                          (Zip Code)
            Offices)

                                 (214) 265-9580
                 ----------------------------------------------
                 (Registrant's Telephone Number, including area
                                     code.)

                                 Not Applicable
             -------------------------------------------------------
             (Former name, Former Address and Former Fiscal year, if
                          changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods 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
                 ----                   ----

                      Applicable Only to Corporate Issuers

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock, as of the latest practical date.

Common Stock, $ 0.001 Par Value - 13,103,879 shares as of December 31, 1999.

Transitional Small Business Format    Yes                     No       X
                                         ----                        ----




<PAGE>


Item 2.  Changes in Securities.

(a)  There have been no material changes in securities during the period.

(b)  There  have been no  material  changes  in the class of  securities  or the
     rights of the holders of the registered securities.

(c)  Recent Sales of Unregistered Securities

On October 5, 1999, the Company  issued two warrants.  The Company issued Bisbro
Investments  Company,  Ltd.  ("Bisbro") a warrant to purchase  177,703 shares of
common stock of the Company at an exercise price of $1.25 replacing  warrant #71
issued to Bisbro after they exercised  their right to purchase 22,297 shares out
of the original  200,000 shares that could be purchased under that warrant.  The
Company also issued Invest, Inc. ("Invest") a warrant to purchase 177,703 shares
of common stock of the Company under the same terms as the Bisbro Warrant.

On  December 1, 1999,  the  Company  issued  Alexander  Associates  a warrant to
purchase  50,000  shares of common stock of the Company at an exercise  price of
$1.50 per share on or before December 1, 2004.

On December 10,  1999,  the Company  issued Steve  Chizzik a warrant to purchase
35,000  shares of common stock of the Company at an exercise  price of $1.60 per
share on or before December 10, 2001.

On December 10, 1999,  the Company  issued  Howard  Isaacs a warrant to purchase
5,000  shares of common  stock of the Company at an exercise  price of $1.60 per
share on or before December 10, 2001.

On December 10, 1999, the Company issued William Reininger a warrant to purchase
5,000  shares of common  stock of the Company at an exercise  price of $1.60 per
share on or before December 10, 2001.

On December 10, 1999, the Company issued  Elizabeth Valdes a warrant to purchase
5,000  shares of common  stock of the Company at an exercise  price of $1.60 per
share on or before December 10, 2001.

On December 22, 1999, the Company issued  1,500,000  shares of common stock to a
number  of  private  investors  at a  purchase  price of $1.50  per share for an
aggregate offering price and total proceeds of $2,250,000.00.

None of these transactions involved an underwriter and no underwriting discounts
or commissions were paid. These  transactions are exempt from registration under
the  Securities Act of 1933 (the  "Securities  Act") pursuant to Section 4(2) of
the Securities Act.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

Exhibit
Number      Description of Exhibits
-------     -----------------------

4.1*        Warrant Certificate No. 99  issued to  Bisbro  Investments  Company,
            Ltd., dated October 5, 1999

4.2*        Warrant Certificate No. 100 issued to Invest, Inc., dated October 5,
            1999

4.3*        Warrant Certificate No. 101  issued to  Alexander Associates,  dated
            December 1, 1999

4.4*        Warrant Certificate No. 102 issued to Steve Chizzik,  dated December
            10, 1999

4.5*        Warrant Certificate No. 103 issued to Howard Isaacs,  dated December
            10, 1999

4.6*        Warrant Certificate  No. 104  issued  to  William  Reininger,  dated
            December 10, 1999

4.7*        Warrant  Certificate  No. 105  issued  to  Elizabeth  Valdes,  dated
            December 10, 1999

4.8*        Form of Subscription Agreement and Schedule

27*         Financial Data Schedule

<PAGE>

*    Filed as an  exhibit to the  Company's  Form  10-QSB  for the period  ended
     December 31, 1999 (File No. 33-92894) and incorporated herein by reference

(b)      Reports on Form 8-K

         None


<PAGE>


                                   SIGNATURES

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

                              PREFERRED VOICE, INC.


June 28, 2000                 /s/ G. Ray Miller
---------------------------   --------------------------------------------------
           Date               G. Ray Miller
                              President, Chief Executive Officer and
                              Chairman of the Board of Directors
                              (Principal Executive Officer)

June 28, 2000                 /s/ Mary G. Merritt
---------------------------   --------------------------------------------------
           Date               Mary G. Merritt
                              Secretary, Treasurer and Vice President of Finance
                              (Principal Financial Officer)