<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q




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

         For the quarterly period ended July 31, 2001

                                       or

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


Commission File Number 0-16231


                             XETA Technologies, Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                                         <C>
                       Oklahoma                                                             73-1130045
-------------------------------------------------------------------------------------------------------------------
            (State or other jurisdiction of                                              (I.R.S. Employee
            incorporation or organization)                                              Identification No.)


           1814 W. Tacoma, Broken Arrow, OK                                                 74012-1406
-------------------------------------------------------------------------------------------------------------------
       (Address of principal executive offices)                                             (Zip Code)
</Table>

                                  918-664-8200
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
(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 past 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
                              -----         ------

Number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.

             Class                        Outstanding at September 1, 2001
---------------------------------     -----------------------------------------
  Common Stock, $.001 par value                      9,237,952



<PAGE>   2



                          PART I. FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

<Table>
<S>                                                                        <C>
          Consolidated Balance Sheets - July 31, 2001
              and October 31, 2000

          Consolidated Statements of Operations - For the Three and Nine
              months ended July 31, 2001 and 2000

          Consolidated Statement of Shareholder's Equity - November 1,
              2000 through July 31, 2001

          Consolidated Statements of Cash Flows - For the Nine months
              ended July 31, 2001 and 2000

          Notes to Consolidated Financial Statements
</Table>



                                       2
<PAGE>   3


                             XETA TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                     ASSETS
                                                                   July 31, 2001     October 31,2000
                                                                   --------------    ---------------
                                                                    (Unaudited)
<S>                                                                <C>               <C>
Current Assets:
  Cash and cash equivalents                                        $      372,057    $      926,330
  Current portion of net investment in
    sales-type leases and other receivables                             2,325,353         2,609,976
  Trade accounts receivable, net                                       19,925,249        30,139,623
  Inventories, net                                                     11,114,867         8,135,062
  Deferred tax asset, net                                                 769,526         1,133,487
  Prepaid expenses and other assets                                     1,225,923           338,828
                                                                   --------------    --------------
    Total current assets                                               35,732,975        43,283,306
                                                                   --------------    --------------

Noncurrent Assets:
  Goodwill, net of amortization                                        26,298,567        20,579,359
  Net investment in sales-type leases,
    less current portion above                                          1,233,366         2,505,841
  Property, plant & equipment, net                                      8,689,600         6,854,851
  Capitalized software production costs, net of
    accumulated amortization of $828,066 & $693,066                       462,956           597,956
  Other assets                                                            277,658           327,658
                                                                   --------------    --------------
    Total noncurrent assets                                            36,962,147        30,865,665
                                                                   --------------    --------------

    Total assets                                                   $   72,695,122    $   74,148,971
                                                                   ==============    ==============

                       LIABILITIES & SHAREHOLDERS' EQUITY

Current liabilities:
  Current portion of long-term debt                                $    6,304,086    $    6,820,754
  Revolving line of credit                                                925,000         1,000,000
  Accounts payable                                                      9,952,730        11,750,607
  Unearned revenue                                                      2,941,336         4,513,029
  Accrued liabilities                                                   2,840,448         3,927,803
  Accrued federal and state income taxes                                       --           125,942
                                                                   --------------    --------------
    Total current liabilities                                          22,963,600        28,138,135
                                                                   --------------    --------------

Noncurrent liabilities:
  Long-term debt, less current portion above                           17,413,621        17,983,011
  Accrued long-term liabilities                                         1,299,114         1,299,114
  Unearned service revenue                                                519,931         1,039,949
  Noncurrent deferred tax liability, net                                  526,736           123,603
                                                                   --------------    --------------
                                                                       19,759,402        20,445,677
                                                                   --------------    --------------
Commitments

Shareholders' equity:
  Preferred stock; $.10 par value; 50,000 shares
   authorized, 0 issued                                                        --                --
  Common stock; $.001 par value; 50,000,000
   shares authorized, 10,221,740 and 9,662,736
   issued at July 31, 2001 and October 31, 2000
   respectively                                                            10,221             9,662
  Paid-in capital                                                      11,261,743         9,486,776
  Retained earnings                                                    20,944,815        18,313,380
  Less treasury stock, at cost                                         (2,244,659)       (2,244,659)
                                                                   --------------    --------------
   Total shareholders' equity                                          29,972,120        25,565,159
                                                                   --------------    --------------
   Total liabilities & shareholders' equity                        $   72,695,122    $   74,148,971
                                                                   ==============    ==============
</Table>


              The accompanying notes are an integral part of these
                            consolidated statements.



                                       3
<PAGE>   4




                             XETA TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)


<Table>
<Caption>
                                                       For the Three Months                For the Nine Months
                                                         Ending July 31,                     Ending July 31,
                                                     2001             2000               2001              2000
                                                --------------    --------------    --------------    --------------
<S>                                             <C>               <C>               <C>               <C>
Commercial equipment sales                      $   11,117,749    $   13,637,639    $   34,321,085    $   38,610,237
Lodging systems sales                                1,801,453         2,933,942         8,223,430        12,508,145
Installation and service revenues                    8,006,346         8,951,256        25,230,740        22,291,770
Other revenues                                          38,897            57,094           908,716           192,838
                                                --------------    --------------    --------------    --------------
  Net sales and service revenues                    20,964,445        25,579,931        68,683,971        73,602,990
                                                --------------    --------------    --------------    --------------

Cost of commercial equipment                         8,096,513         9,306,499        24,396,587        26,685,304
Cost of lodging systems                              1,136,774         1,776,523         5,326,636         7,738,210
Installation and services costs                      5,327,996         5,851,655        18,179,877        15,568,414
Cost of other revenues & corporate COGS                626,296           571,691         2,221,117         1,387,643
                                                --------------    --------------    --------------    --------------
  Total cost of sales and service                   15,187,579        17,506,368        50,124,217        51,379,571
                                                --------------    --------------    --------------    --------------

    Gross profit                                     5,776,866         8,073,563        18,559,754        22,223,419
                                                --------------    --------------    --------------    --------------

Operating expenses:
  Selling, general and administrative                3,343,455         4,773,454        11,581,036        11,994,653
  Amortization                                         399,000           346,200         1,210,466         1,316,030
                                                --------------    --------------    --------------    --------------
      Total operating expenses                       3,742,455         5,119,654        12,791,502        13,310,683
                                                --------------    --------------    --------------    --------------

Income from operations                               2,034,411         2,953,909         5,768,252         8,912,736

  Interest expense                                    (535,619)         (672,671)       (1,821,880)       (1,683,893)
  Interest and other income                            108,751            84,656           382,063           467,019
                                                --------------    --------------    --------------    --------------
      Subtotal                                        (426,868)         (588,015)       (1,439,817)       (1,216,874)

Income before provision for income
  taxes                                              1,607,543         2,365,894         4,328,435         7,695,862
Provision for income taxes                             630,000           930,000         1,697,000         3,014,000
                                                --------------    --------------    --------------    --------------

Net income                                      $      977,543    $    1,435,894    $    2,631,435    $    4,681,862
                                                ==============    ==============    ==============    ==============
Earnings per share
  Basic                                         $         0.11    $         0.17    $         0.29    $         0.57
                                                ==============    ==============    ==============    ==============

  Diluted                                       $         0.10    $         0.15    $         0.27    $         0.48
                                                ==============    ==============    ==============    ==============

Weighted average shares outstanding                  9,202,952         8,380,035         9,003,302         8,285,005
                                                ==============    ==============    ==============    ==============

Weighted average shares equivalents                  9,795,292         9,804,028         9,729,176         9,782,277
                                                ==============    ==============    ==============    ==============
</Table>



The accompanying notes are an integral part of these consolidated statements.



                                       4
<PAGE>   5


                             XETA TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                   (Unaudited)

<Table>
<Caption>
                                                Common Stock                    Treasury Stock
                                        ----------------------------  ----------------------------                    Retained
                                        Shares Issued    Par Value       Shares          Amount     Paid-in Capital    Earnings
                                        -------------  -------------  -------------  -------------  --------------- -------------
<S>                                     <C>            <C>            <C>            <C>            <C>             <C>
Balance-October 31, 2000                    9,662,736          9,662      1,018,788  $  (2,244,659)  $   9,486,776  $  18,313,380

Stock options exercised $.001 par value       559,004            559             --             --         360,454             --

Tax benefit of stock options                       --             --             --             --       1,414,513             --

Net Income                                         --             --             --             --              --      2,631,435
                                        -------------  -------------  -------------  -------------   -------------  -------------
Balance at July 31, 2001                   10,221,740  $      10,221      1,018,788  $  (2,244,659)  $  11,261,743  $  20,944,815
                                        =============  =============  =============  =============   =============  =============
</Table>



The accompanying notes are an integral part of these consolidated statements.



                                       5
<PAGE>   6


                             XETA TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<Table>
<Caption>
                                                                                                 For the Nine Months
                                                                                                    Ended July 31,
                                                                                                2001              2000
                                                                                           --------------    --------------
<S>                                                                                        <C>               <C>
Cash flows from operating activities:
    Net Income                                                                             $    2,631,435    $    4,681,862
                                                                                           --------------    --------------
    Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
       Depreciation                                                                               745,030           574,179
       Amortization                                                                             1,210,466         1,316,030
       (Gain) loss on sale of assets                                                               10,537            (3,611)
       Provision for returns & doubtful accounts receivable                                       230,000           139,000
       Provision for excess and obsolete inventory                                                450,000           200,000
    Change in assets and liabilities net of acquisition:
       (Increase) decrease in net investment in sales-type leases & other receivables           1,557,098         1,011,047
       (Increase) decrease in trade receivables                                                11,128,989       (11,557,366)
       (Increase) decrease in inventories                                                      (3,804,805)          298,311
       (Increase) in deferred tax asset                                                          (258,465)          123,527
       (Increase) decrease in prepaid expenses and other assets                                     9,947          (156,391)
       (Increase) decrease in prepaid taxes                                                      (825,207)         (344,614)
        Increase (decrease) in accounts payable                                                (2,376,911)        2,828,468
        Increase (decrease) in unearned revenue                                                (2,315,183)       (2,545,661)
        Increase (decrease) in accrued income taxes                                             1,288,571           932,822
        Increase (decrease) in accrued liabilities                                             (1,318,301)           99,647
        Increase (decrease) in deferred tax liabilities                                          (106,867)           34,648
                                                                                           --------------    --------------
Total adjustments                                                                               5,624,899        (7,049,964)
                                                                                           --------------    --------------
            Net cash provided by (used in)
            operating activities                                                                8,256,334        (2,368,102)
                                                                                           --------------    --------------

Cash flows from investing activities:
       Acquisitions, net of cash acquired                                                      (5,595,193)      (26,477,656)
       Additions to capitalized software                                                               --           (58,550)
       Additions to property, plant & equipment                                                (2,416,074)       (1,706,139)
       Proceeds from sale of assets                                                                   700            82,325
                                                                                           --------------    --------------
            Net cash used in
               investing activities                                                            (8,010,567)      (28,160,020)
                                                                                           --------------    --------------

Cash flows from financing activities:
       Proceeds from issuance of debt                                                           5,500,000        26,020,432
       Proceeds from draws on revolving line of credit                                         24,885,000         8,750,000
       Principal payments on debt                                                              (6,586,053)       (3,066,664)
       Payments on revolving line of credit                                                   (24,960,000)       (5,600,000)
       Exercise of stock options                                                                  361,013           216,301
                                                                                           --------------    --------------
            Net cash provided by (used in)
               financing activities                                                              (800,040)       26,320,069
                                                                                           --------------    --------------

            Net increase (decrease) in cash and cash equivalents                                 (554,273)       (4,208,053)

Cash and cash equivalents, beginning of period                                                    926,330         4,556,212
                                                                                           --------------    --------------
Cash and cash equivalents, end of period                                                   $      372,057    $      348,159
                                                                                           ==============    ==============

Supplemental disclosure of cash flow information:
    Cash paid during the period for interest                                               $    1,982,124    $    1,455,661
    Cash paid during the period for income taxes                                           $    1,473,813    $    2,294,031
    Contingent consideration to be paid to target shareholder(s)                           $           --    $    3,000,000
    Contingent consideration paid to target shareholder(s)                                 $    2,000,000
    Contingent liabilities acquired in acquisitions                                        $    1,300,000    $    2,000,000
    Treasury shares given in UST acquisition                                               $           --    $    3,300,000
</Table>


              The accompanying notes are an integral part of these
                            consolidated statements.



                                       6
<PAGE>   7



                             XETA TECHNOLOGIES, INC.
                                  July 31, 2001
                                   (Unaudited)



(1) BASIS OF PRESENTATION

         The consolidated financial statements herein include the accounts of
XETA Technologies, Inc. (previously XETA Corporation) and its wholly-owned
subsidiaries, U.S. Technologies Systems, Inc. ("UST") and Xetacom, Inc. (the
"Company" or "XETA"). Xetacom's operations have been insignificant to date. All
significant intercompany accounts and transactions have been eliminated.

         On November 1, 2000, the Company purchased substantially all of the
assets of Pro Networks Corporation ("Pro Net") and Key Metrology Integration,
Inc. ("KMI") in separate transactions more fully described below. The results of
operations from these acquisitions have been consolidated since November 1,
2000.

         The accompanying consolidated financial statements have been prepared
by the Company, without an audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures, normally included in annual financial statements prepared in
accordance with accounting principles generally accepted in the United States,
have been condensed or omitted pursuant to those rules and regulations. However,
the Company believes that the disclosures made are adequate to make the
information presented not misleading when read in conjunction with the
consolidated financial statements and the notes thereto included in the
Company's latest financial statements filed as part of the Company's Annual
Report on Form 10-K, Commission File No. 0-16231. Management believes that the
financial statements contain all adjustments necessary for a fair statement of
the results for the interim periods presented. All adjustments made were of a
normal recurring nature. The results of operations for the interim periods are
not necessarily indicative of the results for the entire fiscal year. The
results of operations from the Company's new acquisitions were only consolidated
since November 1, 2000 and the operating results of Pro Net and KMI have
historically been subject to significant seasonal fluctuations.

         These statements should be read in conjunction with the audited
financial statements and notes thereto of XETA included in the Company's Annual
Report on Form 10-K, which was filed with the SEC on January 29, 2001 and the
Company's Form 10-K/A filing on February 8, 2001 reflecting the operating
results of the Company. On June 26, 2000, the shareholders approved a reduction
in the par value of the common stock to $.002 per share and an increase in the
number of authorized common shares to 50 million. All share and per share
amounts have been restated to reflect the effect of the two-for-one stock split
on July 17, 2000. The stock split was effected through a reduction in the par
value of the common stock to $.001 per share.



                                       7
<PAGE>   8



(2) ACQUISITIONS

         On November 1, 2000, the Company acquired substantially all of the
assets of Pro Networks Corporation ("Pro Net") and Key Metrology Integration,
Inc. ("KMI") in separate transactions. Both of these acquisitions were made to
fulfill part of the Company's growth strategy to provide complex applications
and professional services in addition to its traditional voice products and
services. As a result of the acquisitions, the Company added approximately $5.3
million in goodwill to its balance sheet.


(3) CREDIT FACILITY

         Financing for the acquisitions described above was provided through
draws of $5.5 million on the Company's credit facility. At July 31, 2001, the
Company had term loans of $22.7 million outstanding under the credit facility.
In addition, the Company has an $8 million working capital revolving facility.
At July 31, 2001, there was $7.08 million available under the revolver. On June
8, 2001, the credit facility was amended to reduce the amount available for
future acquisitions to $1 million with the expectation that this amount will be
used to retire the remaining balance of subordinated debt incurred in the
purchase of U. S. Technologies Systems, Inc.

         Interest on all the funded portions of the facility accrues at either
a) the London Interbank Offered Rate (which was 3.53% at July 31, 2001) plus a
margin, as determined by the ratio of the Company's total funded debt to EBITDA
(as defined in the credit facility) or b) the bank's prime rate (which was 6.75%
at July 31, 2001) plus a margin, as determined by the ratio of the Company's
total funded debt to EBITDA. Commitment fees of .20% to .45% (based on certain
financial ratios) are due on any unused borrowing capacity under the credit
facility. The Company makes monthly payments on the term loans of $525,341.
Draws under the acquisition portion of the credit facility are converted
annually into five-year term loans, except during the third year of the facility
in which any draws are converted into a four-year term loan.

         The credit facility requires, among other things, that the Company
maintain a minimum tangible net worth, working capital and debt to tangible net
worth ratio, and debt service coverage, and it limits capital expenditures. At
July 31, 2001, the Company was in compliance with the covenants of the revolving
credit agreement or obtained the necessary covenant waiver.


(4) INVENTORIES

         The following are the components of inventories:

<Table>
<Caption>
                                                        July 31,           October 31,
                                                          2001                2000
                                                     ---------------    ---------------
                                                      (Unaudited)
<S>                                                  <C>                <C>
         Raw materials                               $     1,341,848    $     1,235,842
         Finished goods and spare parts                   11,330,808          8,032,695
                                                     ---------------    ---------------
                                                          12,672,656          9,268,537
         Less reserve for excess and
          obsolete inventory                              (1,557,789)        (1,133,475)
                                                     ---------------    ---------------
                                                     $    11,114,867    $     8,135,062
                                                     ===============    ===============
</Table>




                                       8
<PAGE>   9




(5) PROPERTY, PLANT AND EQUIPMENT

         Property, plant and equipment consist of the following:

<Table>
<Caption>
                                                                  July 31,          October 31,
                                                                    2001               2000
                                                               ---------------    ---------------
                                                                (Unaudited)
<S>                                                            <C>                <C>
         Data processing & computer field equipment            $     6,736,547    $     4,244,213
         Building                                                    2,397,954          2,397,954
         Land                                                          611,582            611,582
         Office furniture                                            1,084,117            958,385
         Autos and trucks                                              259,345            266,668
         Other                                                         630,195            677,137
                                                               ---------------    ---------------
                                                                    11,719,740          9,155,939
         Less accumulated depreciation                              (3,030,140)        (2,301,088)
                                                               ---------------    ---------------
                                                               $     8,689,600    $     6,854,851
                                                               ===============    ===============
</Table>


(6) UNEARNED INCOME

         Unearned income consists of the following:

<Table>
<Caption>
                                                                   July 31,        October 31,
                                                                    2001              2000
                                                               ---------------   ---------------
                                                                 (Unaudited)
<S>                                                            <C>               <C>
         Service contracts                                     $     1,698,270   $     1,884,155
         Warranty service                                              686,745         1,001,791
         Systems shipped, but not installed                            175,495           196,766
         Customer deposits                                             317,628         1,309,159
         Other deferred revenue                                         63,198           121,158
                                                               ---------------   ---------------
            Total current deferred revenue                           2,941,336         4,513,029

            Noncurrent unearned service revenues                       519,931         1,039,949
                                                               ---------------   ---------------
                                                               $     3,461,267   $     5,552,978
                                                               ===============   ===============
</Table>




                                       9
<PAGE>   10




(7) INCOME TAXES

         The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities are presented
below:

<Table>
<Caption>
                                                                   July 31,        October 31,
                                                                    2001              2000
                                                               --------------   --------------
                                                                (Unaudited)
<S>                                                            <C>              <C>
Deferred tax assets:
         Nondeductible reserves                                $      798,519   $    1,630,311
         Prepaid service contracts                                    211,162          337,559
         Unamortized cost of service contracts                        103,480           31,186
         Other                                                         85,773           29,224
                                                               --------------   --------------
            Total deferred tax asset                                1,198,934        2,028,280
                                                               --------------   --------------

Deferred tax liabilities:
         Tax income to be recognized on sales-type
           lease contracts                                            527,106          603,606
         Unamortized capitalized software
           development costs                                          157,405          203,305
         Other                                                        271,633          211,485
                                                               --------------   --------------
            Total deferred tax liability                              956,144        1,018,396
                                                               --------------   --------------
Net deferred tax asset                                         $      242,790   $    1,009,884
                                                               ==============   ==============
</Table>


(8) RECENTLY ISSUED ACCOUNTING PRINCIPALS

         In July, 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 141, Business Combinations, Statement No. 142, Goodwill and Other
Intangible Assets and Statement No. 143, Accounting for Asset Retirement
Obligations. Statement No. 141 requires all business combinations initiated
after June 30, 2001, to be accounted for using the purchase method of
accounting. Under Statement No. 142, goodwill is no longer subject to
amortization over its estimated useful life. Rather, goodwill will be subject to
at least an annual assessment for impairment by applying a fair-value-based
test. Additionally, an acquired intangible asset should be separately recognized
if the benefit of the intangible asset is obtained through contractual or other
legal rights, or if the intangible asset can be sold, transferred, licensed,
rented, or exchanged, regardless of the acquirer's intent to do so. There will
be more recognized intangible assets, such as unpatented technology and database
content, being separated from goodwill. Those assets will be amortized over
their useful lives, other than as assets that have an indefinite life. Statement
No. 142 is required to be applied starting with fiscal years beginning after
December 15, 2001. Early application is permitted for entities with fiscal years
beginning after March 15, 2001, provided that the first interim financial
statements have not been previously issued. Management has not determined the
timing or impact of adopting Statement No. 142. As of July 31, 2001, the Company
has unamortized goodwill in the amount of $26.3 million and had recorded
amortization expense of $1.075 million related to goodwill for the nine-months
ended July 31, 2001. Statement No. 143 requires entities to record the fair
value of a liability for an asset retirement obligation in the period in which
it is incurred and a corresponding increase in the carrying amount of the
related long-lived asset. Statement No. 143 is effective for fiscal years
beginning after June 15, 2002. The Company is currently assessing the impact of
Statement No. 143 on its financial condition and results of operations.


(9) FOOTNOTES INCORPORATED BY REFERENCE

         Certain footnotes are applicable to the consolidated financial
statements, but would be substantially unchanged from those presented in the
Company's Annual Report on Form 10-K, Commission File No. 0-16231, filed with
the Securities and Exchange Commission on January 29, 2001, and the Company's
Form 10-K/A filed on February 8, 2001. Accordingly, reference should be made to
those statements for the following:



                                       10
<PAGE>   11



<Table>
<Caption>
Note                                Description
----                                -----------
<S>            <C>
1              Business and Summary of Significant Accounting Policies

2              Acquisitions

3              Accounts Receivable

6              Accrued Liabilities

10             Stock Options

11             Earnings Per Share

12             Commitments

13             Major Customers and Concentration of Credit Risk

14             Employment Agreements

15             Contingencies

16             Retirement Plan

17             Subsequent Event

18             Selected Quarterly Financial Data
</Table>



                                       11
<PAGE>   12



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS, WHICH ARE SUBJECT
TO THE PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE
STATEMENTS INCLUDE, WITHOUT LIMITATION, STATEMENTS CONCERNING EXPECTATIONS
REGARDING: XETA TECHNOLOGIES' (THE "COMPANY'S") FINANCIAL POSITION INCLUDING
REVENUES AND EARNINGS PER SHARE; AND TRENDS AND CONDITIONS IN THE U.S. ECONOMY
AND IN THE COMMUNICATIONS TECHNOLOGY INDUSTRY AND HOSPITALITY MARKETS. THESE AND
OTHER FORWARD-LOOKING STATEMENTS (GENERALLY DEFINED BY SUCH WORDS AS "EXPECTS,"
"PLANS," "BELIEVES," "ANTICIPATES," "GUIDANCE," AND SIMILAR WORDS OR
EXPRESSIONS) ARE NOT GUARANTEES OF PERFORMANCE BUT RATHER REFLECT MANAGEMENT'S
CURRENT EXPECTATIONS, ASSUMPTIONS, AND BELIEFS BASED UPON INFORMATION CURRENTLY
AVAILABLE TO MANAGEMENT. INVESTORS ARE CAUTIONED THAT ALL FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES WHICH ARE DIFFICULT TO
PREDICT AND THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE
PROJECTED. THESE RISKS AND UNCERTAINTIES ARE DESCRIBED UNDER THE HEADING
"OUTLOOK AND RISK FACTORS" BELOW. CONSEQUENTLY, ALL FORWARD-LOOKING STATEMENTS
SHOULD BE READ IN CONJUNCTION WITH THE RISK FACTORS DISCUSSED HEREIN AND
THROUGHOUT THIS REPORT TOGETHER WITH THE RISK FACTORS IDENTIFIED IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K, WHICH WAS FILED ON JANUARY 29, 2001.

GENERAL

During its third quarter, the Company significantly improved its financial
performance compared to the second quarter of the year, despite a 7% decline in
revenues. Gross margins on total sales increased slightly compared to the first
two quarters of fiscal 2001, net income improved 145% over the second quarter,
operating expenses were reduced significantly, and cash flows from operations in
the third quarter were a positive $5.2M. These improvements were largely the
result of management's actions late in the second quarter to rapidly adjust its
cost structure to the present revenue run-rates.

The actions taken in the second quarter to re-size the cost structure of the
Company included a workforce reduction of approximately 90 employees, a salary
reduction of 10% to 25% for officers, and a 20% reduction in the fees paid to
outside directors. By making these changes and through continued focus on the
Company's balance sheet and cash management activities, management was able to
significantly increase the Company's profitability and continue its investment
in its transformation goals. These goals include: 1) complete the implementation
of the Enterprise Resource Planning ("ERP") system, 2) integrate the recently
acquired LAN, WAN, UM, Microsoft Exchange and IP consulting capabilities, and 3)
redirect the sales and service teams toward faster growing applications and
products. To that end, during the third quarter, the Company won contracts and
installed systems in several of these high-end application environments
including: call centers (CRM), ECLIPs(R) voice-over-IP systems, wireless
networks, and multi-service network infrastructure (MSNI) systems. During the
fourth quarter, management plans to cautiously add personnel to enhance the
Company's capabilities in these areas.

The third quarter revenue decline represents the third such quarter-over-quarter
decline for the Company and reflects the continuing deterioration of the market
for the Company's products. Presently, the visibility into the trend of future
revenues continues to be murky and, as a result, management has not forecasted
future results other than to say that, if the present level of revenues is
maintained, earnings similar to those in the third quarter should be expected.


FINANCIAL CONDITION

For the first nine months of fiscal 2001, cash flows from operations were $8.3
million, reflecting the Company's emphasis on its cash management activities
that began in the fourth quarter of fiscal 2000. Most of these cash flows were
achieved through earnings and reductions of receivables. During fiscal 2001, the
Company's receivables have been reduced by more than $11 million reflecting
changes that have been implemented in the processing and collecting of billings.
These efforts have resulted in a reduction in days sales outstanding (DSO) on
billed receivables from 106 at July 31, 2000 to 77 at July 31, 2001. During the
third quarter of this year, the Company saw a slight deterioration in its DSO's
on billed receivables due to a significant cleanup effort at the end of the
quarter to bill many systems orders that had been progressing through the
installation process. The billing of these orders did not affect revenues as the
revenue had been accrued upon shipment in prior months.



                                       12
<PAGE>   13



During the first nine months of the year, the Company has made investments of $8
million. Approximately $5.6 million of these investments represent the KMI and
PRO Net acquisitions made at the beginning of the fiscal year, for which funding
was provided by a draw on the Company's acquisition facility. The remaining
investments made were primarily related to phase I of the implementation of the
Company's ERP system.

At July 31, 2001, the Company had total term debt outstanding of $23.7 million.
In addition, $925,000 was outstanding on the working capital revolver.
Management has maintained open and regular communications with its bank group
since the inception of the credit facility in November 1999. These
communications have continued throughout the current downturn in the market for
the Company's products. Specifically, management of the Company has met
regularly with its banks to keep them informed of the Company's response to the
market conditions, and the operating results that management expects given
various assumptions regarding future market conditions. While no assurance can
be made, management believes that the cash flows of the Company will be
sufficient to meet the Company's debt obligations provided there is no further
erosion in market conditions. Discussions are currently taking place regarding
possible adjustments to some of the covenants and pricing under the Company's
present credit facility. See additional discussion of the Company's Credit
Facility under "Risk Factors" below. Management considers its relationship with
its bank to be good.


RESULTS OF OPERATIONS

The Company is reporting its revenues and gross margins from three major
sources: sales of equipment to the Commercial market, sales of systems to the
Lodging market and installation and service activities derived from both
markets. Also, the Company reports other revenues and costs of goods sold
representing sales of equipment or services outside the Company's normal
provisioning processes.

Commercial Equipment Sales. Sales of equipment and systems to the Commercial
market decreased 19% in the third quarter of fiscal 2001 compared to the third
quarter of last year and have decreased 11% in total for the year-to-date period
compared to the prior year. This decline is market related and reflects the
continued decline in spending on technology by U.S. firms. Despite the declining
sales, the Company did receive orders and install systems in its targeted
product lines, including CRM and IP-based systems, reflecting increased
acceptance of these new productivity-enhancing and cost-reducing technologies.
Management expects sales of these advanced products to increase steadily over
time, but can give no assurance as to a specific rate of growth in sales.
Similarly, visibility into the overall market for the Company's Commercial
products remains low and management is unable to predict with any confidence
whether the current downturn will continue, stabilize, or recover in the near
future.

Lodging Systems Sales. Sales of lodging systems decreased 39% in the third
quarter compared to last year and decreased 34% for the nine-month period
compared to the previous year. Though lower lodging systems sales were expected
in fiscal 2001, management believes that the severity of these results is
related to the market conditions. On a sequential basis, sales of lodging
systems declined 13% in the third quarter compared to the 53% decline
experienced between the first and second quarters of this year, reflecting some
stabilization of the market. While no assurance can be given, management
believes that based upon its experience in the industry, current order rates,
and the current backlog of orders, the revenue run-rates earned in the third
quarter can be sustained unless market conditions erode significantly.

Installation and Service Revenues. Revenues earned from installation and service
related activities ("Service") decreased 11% in the third quarter of fiscal 2001
compared to the prior year, but have increased 13% in the first nine months of
fiscal 2001 compared to the period of fiscal 2000. Service revenues are derived
from activities related to the Company's Commercial and Lodging product
offerings and from professional services provided by the Company's newly
acquired professional consulting firm, KMI.

Service revenues earned from the Commercial market decreased 25% in the third
quarter compared to last year, but have increased 18% for the year-to-date
period compared to a year ago. The third quarter is directly related to the
decline in installation revenues associated with market-driven decline in sales
of new systems. Other sources of service revenues earned from Commercial market
customers, such as labor charges for moves, additions, and changes, and design
services, have increased during fiscal 2001 as a result of management's
continued focus on strengthening this segment of the business as a key
differentiator in the marketplace driving customer satisfaction and retention.



                                       13
<PAGE>   14



Service revenues earned from Lodging related activities including maintenance
contracts, installations and cabling projects decreased 7% in the third quarter,
but increased 5% for the nine months ending July 31, 2001. The decrease in
revenues in the third quarter reflects declining revenues earned from
installation of new systems and the related cabling revenues. This decline is
directly associated with the market declines in sales of new systems as
discussed above.

Service revenues earned from the Company's consulting business are not
comparable to previous periods since this line of business was acquired in
November of the current fiscal year. Revenues from this portion of the Company's
service offerings have been flat throughout the year, but management is pleased
with the type of high-end projects being performed by its consultants and
expects this portion of its business to grow once the overall technology market
improves.

Gross Margins. Gross margins earned on net sales and service revenues during the
third quarter were 28% compared to 32% for the third quarter of fiscal 2000.
Gross margins earned for the nine-month period ending July 31, 2001 were 27%
compared to 30% for the same period a year ago. As a result of the actions taken
at the end of the second quarter of this year, the Company was able to reverse
the trend of severely declining gross margins earned on service revenues. As a
result, gross margins earned on this revenue stream increased to 34% in the
third quarter, up from 23% in the second quarter. This improvement was achieved
largely through a workforce reduction program. Despite this 11 point improvement
in quarter-over-quarter service gross margins, the margins in each major
category of revenues has declined in fiscal 2001 compared to the prior year.
Management attributes this decline largely to product mix as the downturn in the
economy has reduced the number of more profitable, large systems orders, both in
the commercial and lodging markets.

Operating Expenses. Operating expenses, excluding amortization expenses, were
16% of revenues in the third quarter compared to 19% in the prior year. For the
year-to-date periods, operating expenses, excluding amortization, were 17% in
the current year compared to 16% in the prior year. The current quarter's
results also represent a decrease of 3.6% from the second quarter of this year
and additional cost reductions that were undertaken at the end of the second
quarter. Most of these reductions were targeted toward sales expenses and were
achieved primarily through workforce reductions. The results achieved in the
third quarter were in line with management's expectations of 16% to 18% of
revenues. Amortization expense was $399,000 for the third quarter compared to
$346,000 in the prior year reflecting additional goodwill added from recent
acquisitions earlier in the year. For the year-to-date period, amortization
expense was $1,210,000 compared to $1,316,000 in the prior year reflecting
higher amortization of acquired goodwill in fiscal 2001 which was more than
offset by an additional $208,000 in amortization in the first half of fiscal
2000 to complete the amortization of long distance service contracts purchased
in 1997.

Interest Expense and Other Income. Interest expense consists of interest on the
Company's credit facility. Interest expense in the third quarter of the current
year is approximately 20% lower than the same period in 2000 reflecting lower
interest rates and slightly lower average debt outstanding. For the year-to-date
period, interest expense is approximately 8% higher resulting from higher
average debt outstanding in the current year and the fact that the Company did
not incur debt until one month into fiscal 2000 when it acquired U.S.
Technologies Systems, Inc.

Tax Expense. The Company has recorded a combined federal and state tax provision
of 39% of income before taxes in all periods being presented. This rate reflects
the effective federal tax rate plus the estimated composite state income tax
rate.

Operating Margins. Net income as a percentage of revenues was 4.7% in the third
quarter compared to 5.6% in the prior year and was 3.8% for the nine-month
period ending July 31, 2001, compared to 6.4% in the prior year. As discussed
above, however, substantial improvement was made in profitability from the
second quarter (1.8% profit margin) to the third quarter as a result of the
adjustments made to the Company's cost structure at the end of the second
quarter. The results in the third quarter are in line with management's current
expectations for operating margins.


OUTLOOK AND RISK FACTORS

The following discussion is an update of the "Outlook and Risk Factors"
discussed in the Company's Annual Report on Form 10-K for the year ended October
31, 2000. The discussions in that report regarding "Dealer Agreements",



                                       14
<PAGE>   15



"Dependence Upon the Avaya 'Business Partner Program' and 'Incentive Programs'",
"Competition", "Section 3389(h)(10) Election", and "General Risk Factors" are
still considered current and should be given equal consideration together with
the matters discussed below.

Growth Strategy. Management continues to strongly believe in its overall vision
to become a nationwide integrator of voice and data technologies offering a full
range of products and professional services. Since August of 1999, the Company
has pursued that vision through a strategy of acquisitions and organic growth.
Since that time, the Company has closed four acquisitions and with strategic,
organic growth has largely achieved its initial strategies of establishing
itself in the Commercial market, creating a nationwide presence in that market,
and developing competencies in its high-end application target markets such as
Unified Messaging, CRM, LAN/WAN consulting, and data networking. Management
believes that the acquisitions made to date provide all of the basic building
blocks to achieve its vision. Therefore, future growth is more likely to be
driven by organic growth as opposed to additional acquisitions.

U.S. Economy. Predicting the future of the U.S. economy and its impact on the
Company's near and long-term results is treacherous. Presently, there is little
consensus regarding the duration or severity of the current downturn, especially
as it relates to the Company's markets. Therefore, there can be no estimate
given as to the Company's future operating results, except that management
believes that if future revenues are consistent with those earned in the third
quarter, then it is reasonable to expect diluted earnings per share to be within
a range of $.08 to $.11.

Credit Facility. As discussed under "Financial Condition" above, the Company has
met with its bank group to fully discuss current economic conditions, their
impact on the Company, and management's response to those conditions. Based on
those actions and on generally flat revenues for the remainder of the fiscal
year, the Company has forecasted that it can meet its debt obligations and
continue to fund the implementation of its new ERP system. However, should the
Company's financial condition deteriorate significantly in the future, it is
possible that the cash flows from its operations would be insufficient to
demonstrate an ability to meet its debt obligations. In such case, it might
become necessary to restructure the debt or replace it through an equity
offering. No assurance can be given that such a restructuring could be achieved
at all and it is likely that the pricing of the restructured debt would be
significantly higher than the Company's current senior debt credit facility.

Technology Infrastructure and Information Systems. Management's ability to
navigate the current market will depend heavily upon its ability to assemble the
necessary information to make informed decisions and implement those decisions
quickly and effectively. The Company is currently upgrading its technology
infrastructure and its information systems. This upgrade will result in a
consolidation from four critical legacy systems to one. The success of this
conversion is critical to the Company ultimately attaining the planned
productivity increases and operational efficiencies needed to improve the
Company's operating results and provides the needed infrastructure for future
growth.

Attracting and Retaining Talented Employees. Despite the downturn in the
economy, the Company continues to see a very tight market for the most talented
labor, especially certified technicians and account executives with experience
in the Company's markets. Management continues to believe that by providing
opportunities for these individuals at the leading edge of technology and
through appropriate compensation and training programs, the Company can
effectively retain and attract the needed talent to support its business.
However, should market conditions remain depressed, it is possible that the
Company would have to defer or cancel needed training and certification programs
necessary for these employees to maintain and advance their expertise. In
addition, should the market demand for these individuals continue to remain
strong in the face of an overall weaker economy, no assurance can be given that
the Company could fashion sufficiently attractive cash and equity compensation
packages to continue to retain or attract these important competencies.

Stock Market Volatility. Historically, the Company's stock has not been widely
followed by investment analysts and has been subject to price and volume trading
volatility. This volatility is sometimes tied to overall market conditions and
may or may not reflect the operating performance of the Company. Due to the
current negative perception of technology related stocks, the Company's
declining revenues, and the relatively small size of the Company's market
capitalization, the Company has seen the interest from the financial community
and average trading volume of its stock decline further during fiscal 2001. As a
result, there is increased risk that the Company's stock could experience even
greater volatility from momentum trading by only a few stock market
participants.



                                       15
<PAGE>   16



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to the Company's operations result primarily from changes
in interest rates. The Company did not use derivative financial instruments for
speculative or trading purposes during the first half of fiscal 2001.

         Interest Rate Risk. The Company's cash equivalents, which consist of
highly-liquid, short-term investments with an average maturity of less than 51
days, are subject to fluctuating interest rates. A hypothetical 10 percent
change in such interest rates would not have a material effect upon the
Company's consolidated results of operations or cash flows. The Company has a
$43 million credit facility in place (see Note 3 to the Consolidated Financial
Statements for details of the Company's long-term debt) to finance the expansion
of its business pursuant to its balanced growth strategy of internal expansion
and selective acquisitions. The Company is exposed to market risk from changes
in interest rates related to this credit facility, which is based upon either
LIBOR or the bank's prime rate.



                                       16
<PAGE>   17



                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS.

The Company continues to monitor the PHONOMETRICS' litigation. A detailed
description of the Phonometrics' cases is contained in the Company's Annual
Report on Form 10-K for the fiscal year ended October 31, 2000 filed with the
Commission on January 29, 2001, and the Company's Quarterly Reports on Form 10-Q
for the first quarter ended January 31, 2001 filed with the Commission on March
19, 2001. and for the second quarter ended April 30, 2001 filed with the
Commission on June 14, 2001.

ITEMS 2 - 5 have been omitted because they are not applicable.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits - See Exhibit Index page.

(b) Reports on Form 8-K - During the quarter for which this report is filed, the
Company filed no reports on Form 8-K.

                                   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.


                                                    XETA Technologies, Inc.
                                                    (Registrant)


Dated:  September 12, 2001                 By:      /s/  Jack R. Ingram
                                              ----------------------------------
                                                    Jack R. Ingram
                                                    Chief Executive Officer


Dated:  September 12, 2001                 By:      /s/  Robert B. Wagner
                                              ----------------------------------
                                                    Robert B. Wagner
                                                    Chief Financial Officer



                                       17
<PAGE>   18



                                  Exhibit Index

SEC No.                                     Description
-------                                     -----------

         (2)      PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION
                  OR SUCCESSION - None.

         (3)      (i) ARTICLES OF INCORPORATION -

                  *(a)     Amended and Restated Certificate of Incorporation of
                           the Registrant -- Incorporated by reference to
                           Exhibits 3.1 and 3.2 to the Registrant's Registration
                           Statement on Form S-1, filed on June 17, 1987 (File
                           No. 33-7841).

                  *(b)     Amendment No. 1 to Amended and Restated Certificate
                           of Incorporation -- Incorporated by reference to
                           Exhibit 4.2 to the Registrant's Post-Effective
                           Amendment No. 1 to Registration Statement on Form
                           S-8, filed on July 28, 1999 (File No. 33-62173).

                  *(c)     Amendment No. 2 to Amended and Restated Certificate
                           of Incorporation - Incorporated by reference to
                           Exhibit 3(i)(c) to the Registrant's Form 10-Q for the
                           quarter ended April 30, 2000, filed on June 14, 2000
                           (File No. 0-16231).

                  *(d)     Amendment No. 3 to Amended and Restated Certificate
                           of Incorporation - Incorporated by reference to
                           Exhibit 4.4 to the Company's Post-Effective Amendment
                           No. 2 to the Registration Statement Form S-8, filed
                           on June 28, 2000 (File No. 33-62173).

                  (ii)BYLAWS -

                  *(a)     Amended and Restated Bylaws of the Registrant.


         (4)      INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS, INCLUDING
                  INDENTURES - None other than the Amended and Restated
                  Certificate of Corporation of the Registrant, as amended, and
                  Amended and Restated Bylaws of the Registrant, as identified
                  in Exhibit 3(i) and 3(ii) to this report.

         (10)     MATERIAL CONTRACTS -

                  *10.1    Dealer Agreement Among Lucent Technologies, Inc.;
                           Distributor, Inacom Communications, Inc.; and XETA
                           Corporation for Business Communications
                           Systems--Incorporated by reference to Exhibit 10.1 to
                           the Registrant's Form 10-Q for the quarter ended
                           April 30, 1999, filed on June 11, 1999 (File No.
                           0-16231).

                  *10.2    Stock Purchase Option dated June 17, 1999 granted to
                           Jon A. Wiese --Incorporated by reference to Exhibit
                           10.2 to the Registrant's Form 10-Q for the quarter
                           ended July 31, 1999, filed on September 14, 1999
                           (File No. 0-16231).

                  *10.3    Stock Purchase Agreement dated as of August 1, 1999,
                           between Mark A. Martin, individually, and Mark A.
                           Martin, Trustee under Living Trust of Mark A. Martin
                           dated April 4, 1994, and XETA Corporation
                           -Incorporated by reference to Exhibit 2.1 to the
                           Registrant's Form 8-K filed on December 15, 1999
                           (File No. 0-16231).



                                       18
<PAGE>   19



                  *10.4    Stock Purchase Agreement dated as of August 1, 1999,
                           between Lawrence J. Hopp, individually, and Lawrence
                           J. Hopp, Trustee under Living Trust of Lawrence J.
                           Hopp dated October 13, 1994, and XETA Corporation
                           -Incorporated by reference to Exhibit 2.2 to the
                           Registrant's Form 8-K filed on December 15, 1999
                           (File No. 0-16231).

                  *10.5    Credit Agreement dated as of November 30, 1999 among
                           XETA Corporation, the Lenders, the Agent and the
                           Arranger--Incorporated by reference to Exhibit 2.3 to
                           the Registrant's Form 8-K filed on December 15, 1999
                           (File No. 16231).

                  *10.6    Real Estate Mortgage on the Registrant's Broken
                           Arrow, Oklahoma property--Incorporated by reference
                           to Exhibit 2.5 to the Registrant's Form 8-K filed on
                           December 15, 1999 (File No. 0-16231).

                  *10.7    Pledge and Security Agreement relating to November
                           30, 1999 Credit Agreement - Incorporated by reference
                           to Exhibit 2.4 to the Registrant's Form 8-K filed on
                           December 15, 1999 (File No. 0-16231).

                  *10.8    Subsidiary Guaranty by U.S. Technologies Systems,
                           Inc. of November 30, 1999 Credit facility -
                           Incorporated by reference to Exhibit 2.6 to the
                           Registrant's Form 8-K filed on December 15, 1999
                           (File No. 0-16231).

                  *10.9    Employment Agreement dated November 30, 1999 between
                           Mark A. Martin and the Company - Incorporated by
                           reference to Exhibit 99.1 to the Registrant's Form
                           8-K filed on December 15, 1999 (File No. 0-16231).

                  *10.10   Stock Purchase Option dated February 1, 2000 granted
                           to Larry N. Patterson - Incorporated by reference to
                           Exhibit 10.9 to the Registrant's Form 10-Q for the
                           quarter ended April 30, 2000, filed on June 14, 2000
                           (File No. 0-16231).

                  *10.11   Amendment to Dealer Agreement Among Lucent
                           Technologies, Inc. Distributor, Inacom
                           Communications, Inc.; and XETA Corporation, for
                           Business Communications Systems, dated effective
                           March 19, 2000 - Incorporated by reference to Exhibit
                           10.10 to the Registrant's Form 10-Q for the quarter
                           ended April 30, 2000, filed on June 14, 2000 (File
                           No. 0-16231).

                  *10.12   XETA Technologies 2000 Stock Option Plan -
                           Incorporated by reference to Exhibit 10.11 to the
                           Registrant's Form 10-Q for the quarter ended April
                           30, 2000, filed on June 14, 2000 (File No. 0-16231).

                  *10.13   HCX 5000(R) Authorized Distributor Agreement dated
                           April 1, 2000 between Hitachi Telecom (USA), Inc. and
                           XETA Corporation--Omitted as substantially identical
                           to the Authorized Distributor Agreement dated April
                           8, 1993 between Hitachi America, Ltd. and XETA
                           Corporation which was previously filed as Exhibit
                           10.1 to the Company's Annual Report on Form 10-KSB
                           for the fiscal year ended October 31, 1993 (File No.
                           0-16231).

                  *10.14   Stock Purchase Option dated August 11, 2000 granted
                           to Larry N. Patterson - Incorporated by reference to
                           Exhibit 10.14 to the Registrant's Annual Report on
                           Form 10-K for the year ended October 31, 2000, filed
                           on January 29, 2001. (File No. 0-16231).

                  *10.15   First Amendment to Credit Agreement dated August 21,
                           2000 among XETA Technologies, Inc., the Lenders, the
                           Agent and the Arranger - Incorporated by reference to
                           Exhibit 10.15 to the Registrant's Annual Report on
                           Form 10-K for the year ended October 31, 2000, filed
                           on January 29, 2001. (File No. 0-16231).



                                       19
<PAGE>   20



                  *10.16   Notice of Assignment by Lucent Technologies Inc.
                           dated September 14, 2000 of all contracts with XETA
                           Technologies, Inc. (including the Dealer Agreement)
                           to Avaya Inc. - Incorporated by reference to Exhibit
                           10.16 to the Registrant's Annual Report on Form 10-K
                           for the year ended October 31, 2000, filed on January
                           29, 2001. (File No. 0-16231).

                  *10.17   Asset Purchase Agreement dated as of October 31,
                           2000, by and among Key Metrology Integration, Inc. as
                           Seller, its principal shareholder The Douglas Wendell
                           Myers Revocable Living Trust, XETA Technologies,
                           Inc., as Purchaser, and Douglas Wendell Myers,
                           individually - Incorporated by reference to Exhibit
                           10.17 to the Registrant's Annual Report on Form 10-K
                           for the year ended October 31, 2000, filed on January
                           29, 2001. (File No. 0-16231).

                  *10.18   Asset Purchase Agreement dated as of October 31,
                           2000, by and among PRO Networks Corporation, as
                           Seller, its shareholders The John Gerard Sargent
                           Revocable Living Trust and The Nancy Rhea Sargent
                           Revocable Living Trust, XETA Technologies, Inc., as
                           Purchaser, and John Gerard Sargent and Nancy Rhea
                           Sargent, individually - Incorporated by reference to
                           Exhibit 2.1 to the Registrant's Form 8-K filed on
                           November 15, 2000 (File No. 0-16231).

                  10.19    Second Amendment to Credit Agreement dated June 8,
                           2001 among XETA Technologies, Inc., the Lenders, the
                           Agent and the Arranger

         (11)     STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS -
                  Inapplicable.

         (15)     LETTER RE: UNAUDITED INTERIM FINANCIAL INFORMATION -
                  Inapplicable.

         (18)     LETTER RE: CHANGE IN ACCOUNTING PRINCIPLES - Inapplicable.

         (19)     REPORT FURNISHED TO SECURITY HOLDERS - None.

         (22)     PUBLISHED REPORT REGARDING MATTERS SUBMITTED TO A VOTE OF
                  SECURITY HOLDERS - None.

         (23)     CONSENTS OF EXPERTS AND COUNSEL

                  23.1 Consent of Arthur Andersen LLP

         (24)     POWER OF ATTORNEY - None.

         (27)     FINANCIAL DATA SCHEDULE

         (99)     ADDITIONAL EXHIBITS - None.

* Previously filed




                                       20