Exhibit (9)(iii)

                 SECOND AMENDMENT OF VOTING TRUST AGREEMENT 

     This Second Amendment of Voting Trust Agreement (the "Amendment") is for
the purpose of amending the Voting Trust Agreement dated the 10th day of
December, 1993 (the "Voting Trust") and amended on October 23, 1995, and is made
and entered into at Salt Lake City, Utah, on the 2nd day of July, 1996, by and
among fonix Corporation, a Delaware corporation, whose principal place of
business is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah
84111 (the "Company"), which is the successor corporation of Phonic
Technologies, Inc., a Utah corporation ("PTI"), and the following stockholders
in the Company: Stephen M. Studdert, whose address is 1225 Eagle Gate Tower, 60
East South Temple, Salt Lake City, Utah 84111 ("Studdert"), Thomas A. Murdock,
whose address is 1225 Eagle gate Tower, 60 East South Temple, Salt Lake City,
Utah 84111 ("Murdock"), Roger D. Dudley, whose address is 1225 Eagle Gate Tower,
60 East South Temple, Salt Lake City, Utah, 84111 ("Dudley"), Beesmark
Investments, L.C., a Utah limited liability company ("Beesmark") whose principal
place of business is 1361 South 740 East, Orem, Utah 84058; and Studdert
Companies Corporation, a Utah corporation, whose principal place of business is
1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah 84111 ("SCC")
(collectively the "Stockholders"), and Thomas A. Murdock, as Trustee, whose
address is 1225 Eagle Gate Tower, 60 East South Temple, Salt Lake City, Utah
84111, and his successors in trust (hereinafter called the "Trustee").

                             RECITALS

     WHEREAS, the Voting Trust was established December 10, 1993, with a
termination date of September 30, 1996; and

     WHEREAS, in May of 1994 PTI was merged into a subsidiary of the Company
upon which event the Trustee received shares of the Company on behalf of
Studdert, Murdock and Dudley; and 

     WHEREAS, the Voting Trust was amended on October 23, 1995 to add as
shareholder parties thereto SCC and Beesmark and in certain substantive
respects; and 

     WHEREAS, the Stockholders presently desire to further amend the Voting
Trust as is set forth herein; and 

     NOW, THEREFORE, in consideration of the mutual promises herein, the
parties hereto hereby agree as follows:

      1.Paragraph 12(a)(4) of the Voting Trust, as amended on October
23, 1995, is amended to delete the reference to "$10.00 per share," and insert
in the stead thereof, "$15.00 per share."

      2.The parties hereto direct the Trustee to file a copy of this
Second Amendment with the principal office of the Company in Salt Lake City,
Utah, as directed by Section 1 of the Voting Trust Agreement.

<PAGE>

     IN WITNESS WHEREOF, the Company, the Trustee and the Stockholders have
signed this Second Amendment and have stated the number of shares of capital
stock of the Company on deposit with the Trustee, respectively, by them.

     THE COMPANY:

     fonix Corporation


                                       By: /s/ Thomas A. Murdock
                                          -----------------------------------
                                           Thomas A. Murdock, President
         
Attest:


   /s/ Roger D. Dudley
---------------------------------
 Roger D. Dudley, Secretary



                                       TRUSTEE:


                                         /s/ Thomas A. Murdock
                                       -----------------------------------
                                       Thomas A. Murdock, individually


NUMBER OF SHARES:                       SHAREHOLDERS:


                                         /s/ Stephen M. Studdert
------------------------               ------------------------------------
                                       Stephen M. Studdert, individually



                                         /s/ Thomas A. Murdock
------------------------               ------------------------------------
                                       Thomas A. Murdock, individually


                                         /s/ Roger D. Dudley
------------------------               ------------------------------------
                                       Roger D. Dudley, individually


-------------------------              STUDDERT COMPANIES CORPORATION


                                       By: /s/ Stephen M. Studdert
                                           -------------------------------
                                       Stephen M. Studdert, President

<PAGE>

--------------------                   BEESMARK INVESTMENTS, L.C.



                                       By: /s/ Alan C. Ashton
                                          --------------------------------
                                          Alan C. Ashton, Manager