FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                  For the quarterly period ended September 30, 1996


                           Commission File No. 0-26912

                             Vodavi Technology, Inc.
                             -----------------------
             (Exact name of registrant as specified in its charter)


            Delaware                                             86-0789350
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               8300 E. Raintree Drive, Scottsdale, Arizona  85260
               -------------------------------------------  -----
                (Address of principal executive offices)  (Zip Code)

                                 (602) 443-6000
                                 --------------
              (Registrant's telephone number, including area code)


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
                                       -----    

The number of shares  outstanding of registrant's  Common Stock, $.001 par value
per share, as of October 31, 1996 was 4,342,238.
                                       1
<PAGE>
                             VODAVI TECHNOLOGY, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996



                                TABLE OF CONTENTS

         
                                                                         Page #
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements

            Consolidated Balance Sheets - September 30, 1996
            and December 31, 1995.                                         3

            Consolidated Statements of Operations - Three and Nine
            Month Periods Ended September 30, 1996 and 1995.               4

            Consolidated Statements of Cash Flows - Nine Month Periods
            Ended September 30, 1996 and 1995.                             5

            Notes to Consolidated Financial Statements.                    6

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                            7

PART II.    OTHER INFORMATION                                             11

            SIGNATURES                                                    12
                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                             VODAVI TECHNOLOGY, INC.
                           CONSOLIDATED BALANCE SHEETS
                                  In thousands


                                                  September 30,    December 31,
                                                      1996             1995
                                                      ----             ----
                                                   (Unaudited)
CURRENT ASSETS:
    Cash                                             $ 1,180         $ 1,944
    Accounts Receivable, net                           7,541           6,427
    Inventory, net                                     5,456           8,546
    Prepaids                                             837             802
                                                     -------         -------
                                                      15,014          17,719

PROPERTY AND EQUIPMENT, net                            2,245           1,731

GOODWILL, net                                          6,739           7,089

OTHER LONG-TERM ASSETS, net                              967             931

                                                     -------         -------
                                                     $24,965         $27,470
                                                     =======         =======

CURRENT LIABILITIES:
   Notes Payable                                     $ 5,014         $     0
   Accounts Payable                                    3,268           3,625
   Accrued Liabilities                                 2,356           2,151
                                                     -------         -------
                                                      10,638           5,776
                                                     -------         -------

LONG-TERM OBLIGATIONS                                    394           7,884

STOCKHOLDERS' EQUITY:
   Preferred Stock                                         -               -
   Common Stock                                            4               4
   Additional Paid-In Capital                         12,308          12,308
   Retained Earnings                                   1,621           1,498
                                                     -------         -------
                                                      13,933          13,810
                                                     -------         -------
                                                     $24,965         $27,470
                                                     =======         =======


The  accompanying  notes  are an  integral  part of these  consolidated  balance
sheets.
                                        3
<PAGE>
                             VODAVI TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       In thousands, except share amounts
                                   (Unaudited)


<TABLE>
<CAPTION>
                                          Three Months Ended        Nine Months Ended
                                             September 30,            September 30,
                                             -------------            -------------
                                          1996         1995         1996         1995
                                          ----         ----         ----         ----
<S>                                    <C>          <C>          <C>          <C>       
REVENUE, net                           $   11,706   $   10,309   $   33,961   $   31,202

COST OF GOODS SOLD                          7,824        7,115       22,659       21,779

                                       ----------   ----------   ----------   ----------
   GROSS MARGIN                             3,882        3,194       11,302        9,423

OPERATING EXPENSES
 Engineering and product development          578          447        1,613        1,285
 Selling, general and administrative        2,919        2,116        8,586        5,956
                                       ----------   ----------   ----------   ----------


OPERATING INCOME                              385          631        1,103        2,182

INTEREST EXPENSE                              213          304          655          823
                                       ----------   ----------   ----------   ----------

INCOME BEFORE INCOME TAXES                    172          327          448        1,359

PROVISION FOR INCOME TAXES                    119          132          325          550
                                       ----------   ----------   ----------   ----------

NET INCOME                             $       53   $      195   $      123   $      809
                                       ==========   ==========   ==========   ----------

NET INCOME PER SHARE                   $     0.01   $     0.09   $     0.03   $     0.36
                                       ==========   ==========   ==========   ==========

WEIGHTED AVERAGE SHARES
   OUTSTANDING                          4,410,849    2,266,660    4,410,849    2,266,660
                                       ==========   ==========   ==========   ==========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
                                        4
<PAGE>
                             VODAVI TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  In thousands
                                   (Unaudited)

                                              Nine months ended September 30,
                                              -------------------------------
                                                     1996            1995
                                                     ----            ----

OPERATING ACTIVITIES:
  Net Income                                     $    123        $    809
  Adjustments:
    Depreciation and amortization                     768             322
    Rent levelization                                  50              47
    Changes in working capital:
       Accounts receivable                         (1,114)         (1,530)
          Inventory                                 3,090          (1,048)
          Prepaid expenses                            (35)           (682)
          Other long term assets                     (109)            (40)
          Accounts payable                           (356)          2,760
          Accrued liabilities                         120             454

                                                 --------        --------
NET CASH FLOWS - OPERATING ACTIVITIES               2,537           1,092
                                                 --------        --------

INVESTING ACTIVITIES:
  Purchase of fixed assets                           (416)           (579)

                                                 --------        --------
NET CASH FLOWS - INVESTING ACTIVITIES                (416)           (579)
                                                 --------        --------

FINANCING ACTIVITIES:
  Capital lease payments                              (36)            -  
  Borrowings from GE Capital                       29,505          31,383
  Payments to GE Capital                          (32,354)        (31,128)
  Payment of notes payable                            -            (1,200)

                                                 --------        --------
NET CASH FLOWS - FINANCING ACTIVITIES              (2,885)           (945)
                                                 --------        --------

INCREASE (DECREASE) IN CASH                          (764)           (432)

CASH, beginning of period                           1,944           1,454
                                                 --------        --------

CASH, end of period                              $  1,180        $  1,022
                                                 ========        ========

The accompanying notes are an integral part of these consolidated statements.
                                        5
<PAGE>
                             VODAVI TECHNOLOGY, INC.
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED
                               SEPTEMBER 30, 1996

(a) Vodavi  Technology,  Inc. (the Company) is a Delaware  corporation formed in
1994. In April 1994, the Company,  through its wholly owned  subsidiary,  Vodavi
Communications  Systems, Inc. (VCS), acquired the operating assets of the Vodavi
Communications  Systems Division (the Vodavi Division) of Executone  Information
Systems,  Inc.  VCS  designs,   develops,   produces  and  distributes  business
communications  systems and related  telecommunications  products. In July 1995,
the Company,  through its wholly owned subsidiary Arizona Repair Services,  Inc.
(ARSI),  acquired the operating assets of GoldStar Products Company, Ltd., which
provides repair  services on  telecommunications  products,  from LG Electronics
USA. In October 1995, the Company  completed an initial  public  offering of its
common stock.  Concurrently  with the completion of its initial public offering,
the Company acquired Enhanced Systems, Inc. (Enhanced), a Georgia-based provider
of voice processing software.

(b) The  accompanying  unaudited  consolidated  financial  statements  have been
prepared by the Company without audit,  pursuant to the rules and regulations of
the Securities and Exchange  Commission.  These financial statements reflect all
adjustments (consisting of normal recurring accruals and adjustments) which are,
in the opinion of management,  necessary to fairly state the financial  position
as of  September  30,  1996 and the  operating  results  and cash  flows for the
periods  presented.  Operating results for the interim periods presented are not
necessarily  indicative  of the  operating  results that may be expected for the
entire year. These financial  statements  should be read in conjunction with the
Company's December 31, 1995 financial statements and accompanying notes thereto.

(c) Net income per share for the periods  ended  September 30, 1995 and 1996 was
determined by dividing net income by the weighted  average  number of common and
common  equivalent  shares  outstanding.  The weighted  average number of common
equivalent shares  outstanding  assumes the exercise of all outstanding  options
and the corresponding repurchase of shares using the treasury stock method as of
the beginning of each period presented.

(d) Effective  January 1, 1996, the Company  adopted the provisions of Statement
of Financial  Accounting  Standards (SFAS) No. 121, Accounting For Impairment Of
Long-Lived  Assets And For  Long-Lived  Assets To Be  Disposed  Of. SFAS No. 121
requires the Company to review long-lived assets for impairment  whenever events
or  circumstances  indicate  that the carrying  amount of such assets may not be
recoverable.  At September 30, 1996,  the Company  believes that its  long-lived
assets are  recoverable.  The company's  judgment of the  recoverability  of its
long-lived assets is based on its estimates of future cash flows.

Included in the Company's  estimated  future cash flows is revenue from the sale
of the  Company's  Voice  Activated  Dialing  (VAD) systems under the terms of a
contract  with GTE  Mobilnet.  The Company has recently  installed its first VAD
system for GTE  Mobilnet.  GTE Mobilnet has informed the Company that this first
system will be  evaluated  as to its market  acceptance  and that the results of
this  evaluation will influence the timing of any additional  installations.  If
the Company's  estimates of future  revenue under the terms of this contract are
adversely  affected by events related to this testing period, the Company may be
required to recognize  an  impairment  loss related to the goodwill  recorded in
connection  with its  acquisition  of Enhanced  (approximately  $4.1  million at
September 30, 1996).

The Company has chosen the disclosure  method of accounting  under SFAS No. 123,
Accounting for Stock Based Compensation.  This standard will require the Company
to make additional pro forma disclosures in its annual report for fiscal 1996.
                                       6
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

Basis of Presentation

In July 1995, the Company  acquired the operating  assets of ARSI and in October
1995 the Company acquired  Enhanced.  The operating  results for the three month
and nine month  periods ended  September 30, 1996 include the  operations of the
acquired  companies  for the full periods.  The operating  results for the three
month period ended  September 30, 1995  includes the  operations of ARSI for the
full three month period, but does not include any operating results of Enhanced.
The  operating  results  for the nine month  period  ended  September  30,  1995
includes the operating  results of ARSI for three  months,  but does not include
any operating results of Enhanced.


Results of Operations

         Three Months Ended September 30, 1996 and 1995

The  following  table  summarizes  the  operating  results  of the  Company as a
percentage of revenue for the periods indicated.


                                                    Three Months Ended  
                                                       September 30     
                                                       ------------     
                                                     1996         1995   
                                                  ----------  -----------
                                                                        
Revenue                                               100%        100%  
Cost of goods sold                                     67%         69%  
                                                      ---         ---   
  Gross margin                                         33%         31%  
Operating expenses:                                                     
   Engineering and product development                  5%          4%  
   Selling, general and administrative                 25%         21%  
                                                      ---         ---   
Operating income                                        3%          6%  
Interest expense                                        2%          3%  
                                                      ---         ---   
Pre-tax income                                          1%          3%  
Income taxes                                            1%          1%  
                                                      ---         ---   
Net income                                              0%          2%  
                                                      ===         ===   
                                                  

         Revenue

Revenue  was  approximately  $11.7  million  in the third  quarter  of 1996,  an
increase  of  $1.4  million,   or  13.6%,   over  the  third  quarter  of  1995.
Approximately  $475,000  of  the  increased  revenue  can be  attributed  to the
acquisition of Enhanced.

         Gross Margin

Gross margins  increased to approximately  33.2% of revenue in the third quarter
of 1996 as compared with 31% in the third quarter of 1995.  The increased  gross
margin  percentage  reflects  improvements  resulting  from the  acquisition  of
Enhanced.  The acquisition of Enhanced  internalizes  margins previously paid to
Enhanced  as a separate  company  for  products  purchased  and sold by VCS.  In
addition,  given the nature of the products sold by Enhanced,  the gross margins
earned by Enhanced on sales of its products to third parties have  traditionally
been significantly higher than those earned on sales by VCS.

         Engineering and Product Development

Expenditures  related to engineering  and product  development  during the third
quarter of 1996 increased approximately $131,000 over the third quarter of 1995,
primarily as a result of the  acquisition  of Enhanced and increased  efforts at
VCS related to its new wireless key system and digital product lines.
                                        7
<PAGE>
         Selling, General and Administrative

Selling, general and administrative expenses were approximately $2.9 million for
the third quarter of 1996, an increase of approximately $800,000, or 37.9%, over
the third  quarter of 1995.  The  increase  can be  attributed  primarily to the
acquisition of Enhanced.  Included in this increase is approximately $116,000 of
additional goodwill amortization related to this acquisition.

         Interest Expense

Interest  expense was  approximately  $213,000 in the third  quarter of 1996,  a
decrease of $91,000,  or 29.9%,  over the third quarter of 1995. The decrease is
attributable to a decrease in borrowings as a result of reduced inventories.

         Income Taxes

The  provision for income taxes in the third quarter of 1996 reflects the impact
of certain  non-deductible  expenses (primarily goodwill related to the Enhanced
acquisition) which did not impact the third quarter of 1995. Such non-deductible
expenses will be approximately $125,000 per quarter.

         Nine Months Ended September 30, 1996 and 1995

The  following  table  summarizes  the  operating  results  of the  Company as a
percentage of sales for the periods indicated.

                                                 Nine Months Ended
                                                   September 30
                                                   ------------
                                                1996            1995
                                             ----------      ----------

Revenue                                          100%            100%
Cost of goods sold                                67%             70%
                                                 ---             ---
  Gross margin                                    33%             30%
Operating Expenses:
  Engineering and product development              5%              4%
  Selling, general and administrative             25%             19%
                                                 ---             ---
Operating income                                   3%              7%
Interest expense                                   2%              3%
                                                 ---             ---
Pre-tax income                                     1%              4%
Income taxes                                       1%              2%
                                                 ---             ---
Net income                                         0%              2%
                                                 ===             ===

         Revenue

Revenue was  approximately  $34.0  million for the first nine months of 1996, an
increase  of $2.8  million,  or  8.8%,  over  the  first  nine  months  of 1995.
Approximately  $1.7 million of the  increased  revenue can be  attributed to the
acquisitions of ARSI and Enhanced.

         Gross Margin

Gross  margins  increased to  approximately  33.3% of revenue for the first nine
months of 1996 as  compared  with  30.2% in the first nine  months of 1995.  The
increased  gross margin  percentage  reflects  improvements  resulting  from the
acquisitions  of ARSI and Enhanced.  The  acquisition  of ARSI has  internalized
amounts previously paid to third parties for the costs associated with repairing
equipment  sold by the Company  and the  acquisition  of  Enhanced  internalizes
margins previously paid to Enhanced as a separate company for products purchased
and sold by VCS. In addition, given the nature of the products sold by Enhanced,
the gross  margins  earned by Enhanced on sales of its products to third parties
have traditionally been significantly higher than those earned on sales by VCS.
                                        8
<PAGE>
         Engineering and Product Development

Expenditures  related to engineering  and product  development  during the first
nine months of 1996 increased  approximately $328,000 over the first nine months
of 1995, primarily as a result of the acquisition of Enhanced.

         Selling, General and Administrative

Selling, general and administrative expenses were approximately $8.6 million for
the first nine months of 1996, an increase of approximately $2.6 million, or 44%
over the first nine months of 1995. The increase can be attributed  primarily to
the   acquisitions   of  ARSI  and  Enhanced.   Included  in  this  increase  is
approximately  $375,000 of  additional  goodwill  amortization  related to these
acquisitions.

         Interest Expense

Interest expense was approximately  $655,000 in the first nine months of 1996, a
decrease of $168,000,  or 20%, over the first nine months of 1995.  The decrease
is attributable to a decrease in borrowings as a result of reduced inventories.

         Income Taxes

The  provision  for income  taxes in the first nine months of 1996  reflects the
impact of certain  non-deductible  expenses  (primarily  goodwill related to the
Enhanced  acquisition)  which did not impact the first nine months of 1995. Such
non-deductible expenses will be approximately $125,000 per quarter.


Liquidity and Capital Resources

The Company,  through its wholly owned  subsidiary,  VCS, acquired the operating
assets of the Vodavi Division in April 1994 for approximately $12.0 million. The
Company  financed the acquisition with (i) $7.8 million in cash provided through
borrowings under a revolving credit facility; (ii) $3.0 million of proceeds from
the sale of common  stock;  and  (iii) a  promissory  note to the  seller in the
amount of $1.2 million, which was repaid in full in September 1995.

In connection  with the  acquisition of the Vodavi  Division,  General  Electric
Capital  Corporation (GE Capital) provided debt financing in the form of a $12.0
million revolving line of credit.  The line of credit extends through April 1997
and bears interest,  payable monthly,  at 4.5% over the 30-day  commercial paper
rate (9.9% at September 30, 1996).  Advances  under the line of credit are based
upon  the  accounts  receivable  and  inventories  of VCS  and  are  secured  by
substantially  all of the  assets  and  all of the  capital  stock  of  VCS.  At
September 30, 1996, the Company had outstanding borrowings of approximately $5.0
million under this  facility and had  approximately  $3.2 million  available for
additional borrowing based on its existing collateral.

The  revolving  line of credit  contains  certain  financial  covenants and also
prohibits  VCS from paying  dividends  to the Company  without the consent of GE
Capital.  At September  30, 1996,  the Company was in violation of two financial
covenants related to (i) net worth (by approximately  $22,000), and (ii) rolling
twelve months Earnings Before  Interest,  Taxes,  Depreciation  and Amortization
(EBITDA) (by  approximately  $39,000).  At October 31, 1996,  the Company was in
compliance with the covenant  related to net worth, but remained in violation of
the covenant  related to rolling twelve months EBITDA.  The Company expects that
it will remain in violation of this  covenant  through the remainder of the loan
term.
                                        9
<PAGE>
The  Company has been  working  with GE Capital,  as well as other  lenders,  to
secure a new credit  facility.  The Company  has  received a  commitment  from a
commercial  lender,  as well as  renewal  terms  from GE  Capital.  The  Company
believes it will be able to either renew or replace its credit facility on terms
no less favorable than those currently in place.

In April 1996,  the Company  entered into a leasing  facility with a third-party
lender for capital  expenditures.  The facility provides the Company with access
to up to  $400,000  at  rates  tied to  Treasury  notes  (approximately  9.0% at
September  30,  1996).  As of  September  30,  1996,  the Company  has  financed
approximately $200,000 of capital assets under this facility and has commitments
outstanding for the remaining balance. In October 1996, the Company entered into
a second  leasing  facility  with this lender,  which will provide an additional
$400,000.

In June 1995,  the Company  acquired from an affiliate of LG  Electronics,  Inc.
(LGE), a major stockholder of the Company, certain of the assets and liabilities
of  a  telecommunications  equipment  repair  business  located  in  Scottsdale,
Arizona.  The purchase  price was $250,000.  The terms of the  acquisition  were
determined  by  negotiations   between   representatives   of  the  Company  and
representatives of LGE and its affiliates. The Company utilized a portion of the
proceeds from its initial public offering to fund the acquisition.

On October 6, 1995, the Company sold 1,488,083  shares of its common stock in an
initial public  offering at $6.00 per share.  The offering  provided the Company
with   approximately   $7.8  million  in  net  proceeds   after   deducting  the
underwriter's  discounts and other offering expenses. The proceeds were utilized
(i) to provide the $3.0 million  cash portion of the purchase  price to complete
the  acquisition  of  Enhanced;  (ii)  to  retire  outstanding  indebtedness  of
approximately  $3.1  million  to  LGE  incurred  in  connection  with  inventory
purchases  and the  acquisition  of the Company's  telecommunications  equipment
repair  facility;  and (iii) to  reduce,  by  approximately  $1.3  million,  its
borrowings on its revolving credit facility.

In October 1995,  Enhanced merged with a wholly owned  subsidiary of the Company
in exchange  for 666,662  shares of the  Company's  Common Stock and cash in the
amount of $3.0  million.  The Company will issue to the former  stockholders  of
Enhanced up to an  additional  250,000  shares of Common Stock in the event that
Enhanced meets certain sales criteria during the period  beginning April 1, 1995
and ending April 12, 1997 As of September 30, 1996,  the Company  believes it is
unlikely that such sales targets will be met.

The Company  believes  that its working  capital and credit  facilities  will be
sufficient  to finance  its  internal  growth for the  foreseeable  future.  The
Company also intends to continue to explore  acquisition  opportunities  as they
arise and may be required  to seek  additional  financing  in the future to meet
such opportunities.
                                       10
<PAGE>
                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

On March 11, 1996, Syntellect Technology Corp. ("Syntellect") filed suit against
the Company,  Enhanced,  and Sharon  Dominguez d/b/a  Crosstalk  Communications,
alleging   infringement  of  six  United  States  patents  held  by  Syntellect.
Syntellect is suing for an unspecified  amount of damages and injunctive relief.
The  Company  has   conducted  a  preliminary   investigation   of  the  claimed
infringements  and has  filed  an  answer  to the  complaint.  The  Company  and
Syntellect have initiated settlement discussions.

On September  20, 1996,  the Company and Enhanced  filed a lawsuit in the United
States  District  Court for the  District of Arizona  (No.  CIV 96-2184 PHX SMM)
against Michael Mittel and Fereydoun  Taslimi,  former officers and directors of
Enhanced.  The lawsuit  alleges,  among other  things,  that Messrs.  Mittel and
Taslimi violated  federal and Arizona  securities laws and engaged in fraudulent
activities in connection  with the  Company's  acquisition  of Enhanced in 1995;
breached certain terms of their respective  employment  contracts with Enhanced;
and converted  certain  corporate  assets of Enhanced,  breached their fiduciary
duties to Enhanced,  and  misappropriated  certain  corporate  opportunities for
their own  benefit.  The  Company and  Enhanced  are  seeking  compensatory  and
punitive damages against Messrs. Mittel and Taslimi.

On September 23, 1996, Messrs.  Mittel and Taslimi filed a lawsuit in the United
States  District Court for the Northern  District of Georgia,  Atlanta  Division
(No.  196-CV-2453),  against the Company and Enhanced.  The lawsuit alleges that
Enhanced  breached  Messrs.   Mittel's  and  Taslimi's   respective   employment
agreements by terminating their employment.  The Company intends to proceed with
its lawsuit  against  Messrs.  Mittel and Taslimi and to  vigorously  defend the
lawsuit filed by them against the Company and Enhanced.


Item 2.       CHANGES IN SECURITIES
              Not applicable.

Item 3.       DEFAULTS UPON SENIOR SECURITIES
              Not applicable.

Item 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              Not applicable.

Item 5.       OTHER INFORMATION
              Not applicable.

Item 6.       EXHIBITS AND REPORTS ON FORM 8-K

         a)   Exhibits
              10.22  Equipment  Schedule No. 2 dated  October 7, 1996, to Master
              Lease  Agreement  between  Matrix Funding  Corporation  and Vodavi
              Communications Systems, Inc.

              27.1     Financial Data Schedule.

         b)   Reports on Form 8-K
              Not applicable.
                                       11
<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.


                                    Vodavi Technology, Inc.




Dated:        November 13, 1996     /s/ Glenn R. Fitchet
                                    ---------------------------------------
                                    Glenn R. Fitchet
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Dated:        November 13, 1996     /s/ Gregory K. Roeper
                                    ---------------------------------------
                                    Gregory K. Roeper
                                    Vice President Finance and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)
                                       12