UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


     FOR THE QUARTER ENDED                          COMMISSION FILE NUMBER:

         JUNE 30, 2002                                     0-10211


                             INTER-TEL, INCORPORATED


Incorporated in the State of Arizona                 I.R.S. No. 86-0220994


                             1615 SOUTH 52ND STREET
                              TEMPE, ARIZONA 85281


                                 (480) 449-8900


                                  Common Stock
               (24,336,704 shares outstanding as of June 30, 2002)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods that the registrant was
required file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
<PAGE>
                                      INDEX
                    INTER-TEL, INCORPORATED AND SUBSIDIARIES

                                                                            Page
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)                                      3

         Condensed consolidated balance sheets--June 30, 2002
         and December 31, 2001                                                 3

         Condensed consolidated statements of operations--three and
         six months ended June 30, 2002 and June 30, 2001                      4

         Condensed consolidated statements of cash flows -- three and
         six months ended June 30, 2002 and June 30, 2001                      5

         Notes to condensed consolidated financial statements--June 30,
         2002                                                                  6

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                            12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           28

PART II. OTHER INFORMATION                                                    29

         SIGNATURES                                                           31

                                       2
<PAGE>
PART I.  FINANCIAL INFORMATION
INTER-TEL, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

                                                        June 30,    December 31,
                                                          2002         2001
                                                        ---------    ---------
                                                       (Unaudited)    (Note A)
ASSETS
CURRENT ASSETS
    Cash and equivalents                                $  94,509    $  61,795
    Accounts receivable, less allowances of
    $12,612 in 2002 and $11,858 in 2001                    41,857       45,962
    Inventories, less allowances of $12,066 in
    2002 and $13,202 in 2001                               19,388       20,848
    Net investment in sales-leases                         13,418       13,799
    Income taxes receivable                                   256        3,257
    Deferred income taxes                                   8,884        8,467
    Prepaid expenses and other assets                       6,563        4,891
                                                        ---------    ---------
    TOTAL CURRENT ASSETS                                  184,875      159,019

PROPERTY, PLANT & EQUIPMENT                                23,631       23,905
GOODWILL, NET                                              17,730       13,711
PURCHASED INTANGIBLE ASSETS, NET                            4,781        4,948
NET INVESTMENT IN SALES-LEASES                             24,624       21,735
OTHER ASSETS                                                2,769        4,144
                                                        ---------    ---------
                                                        $ 258,410    $ 227,462
                                                        ---------    ---------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
    Accounts payable                                    $  23,896    $  21,812
    Other current liabilities                              47,421       44,051
                                                        ---------    ---------
    TOTAL CURRENT LIABILITIES                              71,317       65,863

DEFERRED TAX LIABILITY                                     18,064       17,390
LEASE RECOURSE LIABILITY                                   10,496        8,890
RESTRUCTURING RESERVE                                       2,060        3,060
OTHER LIABILITIES                                           6,066        5,422

SHAREHOLDERS' EQUITY

Common Stock, no par value-authorized
100,000,000 shares; issued and outstanding -
24,336,704 shares at June 30, 2002 and
24,166,430 shares at December 31, 2001                    109,235      108,968
Less:  shareholder loans                                     (717)        (942)
Retained earnings                                          75,865       54,877
Accumulated other comprehensive income                        187          151
                                                        ---------    ---------
                                                          184,570      163,054
Less: Treasury stock at cost - 2,825,119 shares
in 2002 and 2,995,393 shares in 2001                      (34,163)     (36,217)
                                                        ---------    ---------

TOTAL SHAREHOLDERS' EQUITY                                150,407      126,837
                                                        ---------    ---------
                                                        $ 258,410    $ 227,462
                                                        ---------    ---------

See accompanying notes.

                                       3
<PAGE>
INTER-TEL, INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
(In thousands, except                                       Three Months               Six Months
per share amounts)                                         Ended June 30,            Ended June 30,
                                                       ----------------------    ----------------------
                                                          2002         2001         2002         2001
                                                       ---------    ---------    ---------    ---------
<S>                                                    <C>          <C>          <C>          <C>
NET SALES                                              $  95,948    $ 103,836    $ 186,017    $ 197,539
Cost of sales                                             47,473       58,916       92,489      112,971
                                                       ---------    ---------    ---------    ---------
GROSS PROFIT                                              48,475       44,920       93,528       84,568

Research & development                                     4,538        4,412        8,855        8,551
Selling, general and administrative                       32,866       34,008       63,523       65,456
Amortization of goodwill                                      --          417           --          812
Amortization of purchased intangible assets                  269          212          526          424
Nonrecurring charge                                           --        5,357           --        5,357
                                                       ---------    ---------    ---------    ---------
                                                          37,673       44,406       72,904       80,600

                                                       ---------    ---------    ---------    ---------
OPERATING INCOME                                          10,802          514       20,624        3,968

Litigation settlement (net of costs except for
taxes)                                                       214           --       15,516           --
Interest and other income                                    513           47          953          214
Write-down of investment in Inter-Tel.NET/Vianet            (600)          --       (1,200)          --
Gain (loss) on foreign translation adjustments               284          (92)         200         (395)
Interest expense                                             (46)        (175)         (80)        (402)
                                                       ---------    ---------    ---------    ---------

INCOME BEFORE INCOME TAXES                                11,167          294       36,013        3,385
INCOME TAXES                                               4,132          109       13,583        1,252
                                                       ---------    ---------    ---------    ---------

NET INCOME                                             $   7,035    $     185    $  22,430    $   2,133
                                                       ---------    ---------    ---------    ---------

NET INCOME PER SHARE-BASIC                             $    0.29    $    0.01    $    0.93    $    0.09
                                                       ---------    ---------    ---------    ---------

NET INCOME PER SHARE-DILUTED                           $    0.28    $    0.01    $    0.88    $    0.08
                                                       ---------    ---------    ---------    ---------

Average number of common shares
     Outstanding - Basic                                  24,269       24,389       24,224       24,944
                                                       ---------    ---------    ---------    ---------

Average number of common shares
     Outstanding - Diluted                                25,563       24,910       25,556       25,376
                                                       ---------    ---------    ---------    ---------
</TABLE>

See accompanying notes.

                                       4
<PAGE>
INTER-TEL, INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
(In thousands, except                                             Three Months             Six Months
per share amounts)                                               Ended June 30,          Ended June 30,
                                                              --------------------    --------------------
                                                                2002        2001        2002        2001
                                                              --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>
OPERATING ACTIVITIES
Net income                                                    $  7,035    $    185    $ 22,430    $  2,133
Adjustments to reflect operating activities:
    Depreciation                                                 1,833       2,524       3,712       4,861
    Amortization of goodwill and purchased intangibles             269         629         526       1,237
    Amortization of patents included in R&D expenses                55          55         110         110
    Non-cash portion of nonrecurring charge                         --       5,357          --       5,357
    Provision for losses on receivables                          2,721       3,241       5,184       5,817
    Provision for inventory valuation                              146         375         (55)        909
    Decrease in other liabilities                                  861         226       1,325         833
    (Gain) loss on sale of property and equipment                  (40)         30         (25)         56
    Deferred income taxes                                          110       6,842         258       5,448
    Effect of exchange rate changes                               (245)         92          36         433
    Changes in operating assets and liabilities                 (2,706)      4,465       9,085         739
                                                              --------    --------    --------    --------
NET CASH PROVIDED BY OPERATING
     ACTIVITIES                                                 10,039      24,021      42,586      27,933

INVESTING ACTIVITIES
    Additions to property and equipment                         (1,523)     (3,548)     (2,773)     (6,636)
    Proceeds from disposal of property and equipment               221          28         287          46
    Cash used in or refunded from acquisitions                      75        (573)     (7,925)    (12,093)
                                                              --------    --------    --------    --------

NET CASH USED IN INVESTING ACTIVITIES                           (1,227)     (4,093)    (10,411)    (18,683)

FINANCING ACTIVITIES
    Cash dividends paid                                           (483)       (260)       (932)       (520)
    Payments on term debt                                          (69)       (775)       (337)     (1,094)
    Treasury stock purchases                                        (5)    (13,202)         (5)    (27,343)
    Proceeds from term debt                                         --       2,292          --       3,387
    Proceeds from stock issued under the ESPP                      475         508         475         508
    Proceeds from exercise of stock options                      1,042         143       1,338         457
                                                              --------    --------    --------    --------
NET CASH PROVIDED BY (USED IN)
   FINANCING ACTIVITIES                                            960     (11,294)        539     (24,605)

INCREASE (DECREASE) IN CASH
   AND EQUIVALENTS                                               9,772       8,634      32,714     (15,355)

CASH AND EQUIVALENTS AT BEGINNING
   OF PERIOD                                                    84,737       3,114      61,795      27,103
                                                              --------    --------    --------    --------
CASH AND EQUIVALENTS AT END OF
   PERIOD                                                     $ 94,509    $ 11,748    $ 94,509    $ 11,748
                                                              --------    --------    --------    --------
</TABLE>

See accompanying notes.

                                       5
<PAGE>
INTER-TEL, INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 2002

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of the results for the interim periods presented have been
included. Operating results for the three and six months ending June 30, 2002
are not necessarily indicative of the results that may be expected for the year
ended December 31, 2002. The balance sheet at December 31, 2001 has been derived
from the audited financial statements at that date, but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 2001.

Certain prior year amounts have been reclassified to conform with the current
period presentation.

ADOPTION OF ACCOUNTING STANDARDS. On January 1, 2002, we adopted Statement of
Financial Accounting Standards (SFAS) No. 141, Business Combinations, and SFAS
No. 142, Goodwill and Other Intangible Assets. When we account for acquired
businesses as purchases, we allocate purchase prices to the assets and
liabilities acquired based on the estimated fair values on the respective
acquisition dates. Based on these values, any excess purchase price over the
fair value of the net assets acquired is allocated to goodwill.

     Prior to January 1, 2002, we amortized goodwill over the useful life of the
underlying asset, not to exceed 40 years. On January 1, 2002, we began
accounting for goodwill under the provisions of SFAS Nos. 141 and 142. As of
June 30, 2002 and December 31, 2001, we had the following intangible assets:

(in thousands)                               June 30, 2002     December 31, 2001
                                             -------------     -----------------
Goodwill                                        $24,557             $20,538
Less:  Accumulated Amortization                   6,827               6,827
                                                -------             -------
Goodwill, net                                    17,730              13,711

Purchased Intangible Assets                       6,240               5,770
Less:  Accumulated Amortization                   1,459                 822
                                                -------             -------
Purchased Intangible Assets, net                  4,781               4,948

Total Intangible Assets                          30,797              26,308
Less:  Accumulated Amortization                   8,286               7,649
                                                -------             -------
Total Intangible Assets, net                    $22,511             $18,659
                                                -------             -------

Application of the non-amortization provisions of SFAS No. 142 is expected to
result in an increase in income from continuing operations before income taxes
of approximately $0.9 million and $1.8 million in the quarter and six months
ended June 30, 2002, respectively.

     In assessing the recoverability of our goodwill and other intangibles, we
must make assumptions about estimated future cash flows and other factors to
determine the fair value of the respective assets. If these estimates or their
related assumptions change in the future, we may be required to record
impairment charges for these assets not previously recorded. Some factors we
consider important which could trigger an impairment review include the
following:

                                        6
<PAGE>
     *    Significant underperformance relative to expected historical or
          projected future operating results;
     *    Significant changes in the manner of our use of the acquired assets or
          the strategy for our overall business;
     *    Our market capitalization relative to net book value; and
     *    Significant negative industry or economic trends.

We have tested goodwill for impairment using the two-step process prescribed in
SFAS No. 142. The first step is a screen for potential impairment, while the
second step measures the amount of the impairment, if any. We performed the
first of the required impairment tests for goodwill as of January 1, 2002, and
determined that the carrying amount of our goodwill is not impaired. In
addition, we will be reviewing our classification of intangible assets between
goodwill and other identifiable intangibles. During the quarter ended June 30,
2002, we did not record any impairment losses related to goodwill and other
intangible assets.

RECENT ACCOUNTING PRONOUNCEMENT.

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
144"). SFAS 144 establishes a single accounting model, based on the framework
established in Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" ("SFAS 121"), for long-lived assets to be disposed of by sale, and resolves
implementation issues related to SFAS 121. The Company adopted SFAS 144
effective January 1, 2002. We do not expect the adoption of this standard to
have a material impact on our operating results and financial condition.

NOTE B--EARNINGS PER SHARE AND DIVIDENDS

Diluted earnings per share assume that outstanding common shares were increased
by shares issuable upon the exercise of all outstanding stock options to which
market price exceeds exercise price less shares which could have been purchased
with related proceeds, if the effect would not be antidilutive.

The following table sets forth the computation of basic and diluted earnings per
share:

<TABLE>
<CAPTION>
                                             Three Months Ended              Six Months Ended
(In thousands, except                  -----------------------------   -----------------------------
per share amounts)                     June 30, 2002   June 30, 2001   June 30, 2002   June 30, 2001
                                       -------------   -------------   -------------   -------------
<S>                                        <C>            <C>             <C>             <C>
Numerator: Net income                     $ 7,035         $   185         $22,430         $ 2,133
                                          =======         =======         =======         =======
Denominator:
  Denominator for basic earnings per
   share - weighted average shares         24,269          24,389          24,224          24,944

Effect of dilutive securities:
  Employee and director stock options       1,294             521           1,332             432
                                          -------         -------         -------         -------
Denominator for diluted earnings per
  share - adjusted weighted average
  shares and assumed conversions           25,563          24,910          25,556          25,376
                                          =======         =======         =======         =======

Basic earnings per share                  $  0.29         $  0.01         $  0.93         $  0.09
                                          =======         =======         =======         =======

Diluted earnings per share                $  0.28         $  0.01         $  0.88         $  0.08
                                          =======         =======         =======         =======
</TABLE>

DIVIDEND POLICY. On July 23, 2002, our Board of Directors increased the cash
dividend (the "cash dividend") from $0.02 to $0.03 for every share of Common
Stock, payable quarterly to shareholders of record beginning September 30, 2001,
with dividend payments to commence on or about 15 days after the end of each
fiscal quarter. From December 31, 1997 through the third quarter of 2001, we
paid quarterly cash dividends of $0.01 for every share of Common Stock to
shareholders of record, and from December 31, 2001 through the second quarter of

                                       7
<PAGE>
2002, we paid quarterly cash dividends of $0.02 per share. We have made
quarterly dividend payments for each quarter since the dividend was first
declared in September 1997. Prior to the cash dividend, we had declared no cash
dividends on our Common Stock since incorporation.

NOTE C - ACQUISITIONS, DISPOSITIONS AND RESTRUCTURING CHARGES

MCLEOD. On January 24, 2002, we acquired certain assets of McLeodUSA Integrated
Business Systems, Inc. ("McLeod") for cash plus the assumption of various
specific liabilities and related acquisition costs. Inter-Tel acquired McLeod's
voice customer base in Minnesota, Iowa and Colorado and DataNet operations in
South Dakota, which also included the related accounts receivable, inventory and
fixed assets along with assumption of scheduled specific liabilities for
warranty and maintenance obligations. The aggregate purchase price of $8 million
was allocated to the fair value of the assets and liabilities acquired. We
recorded goodwill of approximately $4.0 million and other purchased intangible
assets of $0.5 million, for a total of $4.5 million, in connection with the
McLeod acquisition. The goodwill balance will be accounted for in accordance
with SFAS 141 and 142. The balances included in the $0.5 million in other
purchased intangible assets will be amortized over periods ranging from two to
five years from the date of the acquisition. During the second quarter and six
months ended June 30, 2002, the amortization of purchased intangible assets from
McLeod was approximately $37,602 and $62,607, respectively.

INTER-TEL.NET/VIANET. On July 24, 2001, Inter-Tel sold 83% of its Inter-Tel.NET
subsidiary to Comm-Services Corporation for a promissory note of $4.95 million,
secured by Comm-Services stock, other marketable securities of the shareholders
of Comm-Services and 100% of the net assets of Inter-Tel.NET. The marketable
securities held as collateral may be exchanged for cash or other readily
marketable assets as long as the fair market value of the collateral exceeds
$2.5 million. Interest accruing under the note is due and payable from October
16, 2001 through July 15, 2002; then, a principal payment of $250,000 is due
July 15, 2002, and thereafter monthly principal and interest payments are due
based on 1% of collected monthly revenues from July 16, 2002 to October 15, 2002
and based on 2% of collected monthly revenues are due from October 16, 2002,
until paid in full. We have notified Vianet (see discussion below regarding
merger of Vianet with Comm-Services) of default in the payment of the $250,000
principal payment due under the note on July 15, 2002 and negotiations are
ongoing for curing the default and/or modifying the payment terms under the
note. Any funds due Vianet/Comm-Services for services rendered can be applied
against the note. The note is fully due and payable on December 31, 2007, or
earlier in certain circumstances.

In connection with the sale of 83% of Inter-Tel.NET, we assessed the fair value
of the remaining 17% investment in Inter-Tel.NET. Pursuant to SFAS 121, we
recorded a charge as of the close of the second quarter of 2001 of $5.4 million
($3.4 million after tax) associated with the impairment of our investment in
Inter-Tel.NET. The impairment was measured as the difference between the
carrying value of Inter-Tel's 17% interest in Inter-Tel.NET/Comm-Services and
the estimated current fair market value of the note plus the 17% ownership
interest in Inter-Tel.NET. The charge was primarily non-cash.

Inter-Tel's management has not participated in the management of Inter-Tel.NET
since the sale in July 2001. As a result, since July 24, 2001, we have accounted
for the remaining Inter-Tel.NET/Comm-Services investment using the cost method
of accounting. On December 30, 2001, Comm-Services entered into a merger
agreement with Vianet. Inter-Tel's 17% investment in Comm-Services was converted
to approximately 10% of Vianet stock. The $4.95 million loan was assumed by
Vianet and Inter-Tel continues to hold collateral from the former shareholders
of Comm-Services. Inter-Tel will account for the remaining 10% investment in
Vianet (formerly Comm-Services) using the cost method of accounting. The net
investment in the note receivable and 10% interest in Vianet was recorded in
other assets for approximately $3.7 million as of December 31, 2001. Inter-Tel
assessed the value of this investment at March 31, 2002 and wrote-down this
investment by $600,000 to approximately $3.1 million as of March 31, 2002.
Inter-Tel assessed the value of this investment again at June 30, 2002 and
wrote-down this investment by $600,000 to approximately $2.5 million as of June
30, 2002.

     During 1999, 2000 and 2001, Inter-Tel.NET entered into operating lease
agreements totaling approximately $6.5 million from an equipment vendor for
network equipment and software. The lease agreements required Inter-Tel.NET to
purchase vendor maintenance on their products. Inter-Tel originally guaranteed

                                       8
<PAGE>
the indebtedness. In the second quarter of 2001, Inter-Tel.NET notified the
vendor of network and network equipment problems encountered due to equipment
and software recommended by the vendor, and supplied and financed by this
vendor. Inter-Tel.NET requested that the vendor not only solve the problems, but
also compensate Inter-Tel.NET for the problems and the resulting loss of
customers, revenues and profits. Pursuant to Inter-Tel's sale of 83% of
Inter-Tel.NET, Comm-Services assumed the vendor lease and maintenance
obligations. However, the vendor has not released Inter-Tel from its guarantee
of these obligations and Inter-Tel has not released the vendor from Inter-Tel's
claims, nor did we assign our rights to these claims to Comm-Services. In April
2002, Inter-Tel received a notice letter from the financing affiliate of the
Inter-Tel.NET equipment vendor notifying Inter-Tel of default in lease payments
due the financing affiliate. Inter-Tel responded to the affiliate advising them
that Inter-Tel was no longer the Lessee of the equipment, of the correct name
and address of the Lessee of the equipment and of the losses to Inter-Tel
because of the non performance of the equipment and vendor related third party
software providers' breach of contract.

EXECUTONE RESTRUCTURING CHARGE. During the second quarter of 2000, we recognized
a restructuring charge related to acquired Executone operations. We accounted
for the restructuring of the Executone operations, including severance and
related costs, the shut down and consolidation of the Milford facility and the
impairment of assets associated with the restructuring as identified in the
table below. Accrued costs associated with this plan were estimates, although
the original estimates made for the second quarter of 2000 for reserve balances
have not changed significantly in 2002.

Exit costs associated with the closure of the Milford facility also included
liabilities for building, furniture and equipment lease, and other contractual
obligations. We are liable for the lease on the Milford buildings through
January 2005. Various furniture leases ran concurrently through March 2002.
Other capital leases for computer and other equipment terminate on varying dates
through September 2002. To date, we have entered into sublease agreements with
third parties to sublease portions of the facility and equipment. The reserve
for lease and other contractual obligations is identified in the table below.

The following table summarizes details of the restructuring charge taken in the
second quarter of 2000 in connection with the Executone acquisition, including
the description of the type and amount of liabilities assumed, and activity in
the reserve balances from the date of the charge through June 30, 2002.

<TABLE>
<CAPTION>
                                                                                              2002       RESERVE
                                           CASH/    RESTRUCTURING     2000        2001      ACTIVITY     BALANCE
               DESCRIPTION               NON-CASH       CHARGE      ACTIVITY    ACTIVITY    6/30/02     AT 6/30/02
               -----------               --------       ------      --------    --------    -------     ----------
<S>                                      <C>          <C>           <C>          <C>         <C>         <C>
PERSONNEL COSTS:
  Severance and termination costs          Cash       $  (1,583)    $  1,558     $     2     $    --     $    (23)
  Other Plant closure costs                Cash            (230)          30         200          --           --

LEASE TERMINATION AND OTHER
CONTRACTUAL OBLIGATIONS (NET OF
ANTICIPATED RECOVERY):
  Building and equipment leases            Cash          (7,444)       1,348       1,489       1,312       (3,295)
  Other contractual obligations            Cash          (1,700)          --       1,700          --           --

IMPAIRMENT OF ASSETS:
  Inventories                            Non-Cash        (3,454)       1,376         209         758       (1,111)
  Prepaid inventory and other expenses   Non-Cash        (2,485)       2,485          --          --           --
  Accounts receivable                    Non-Cash        (1,685)         521         245          --         (919)
  Fixed assets                           Non-Cash        (3,151)       2,942          --          15         (194)
  Net intangible assets                  Non-Cash       (29,184)      29,184          --          --           --
                                                      ---------     --------     -------     -------     --------
TOTAL                                                 $ (50,916)    $ 39,444     $ 3,845     $ 2,085     $ (5,542)
                                                      =========     ========     =======     =======     ========
</TABLE>

                                       9
<PAGE>
NOTE D - SEGMENT INFORMATION

Inter-Tel adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131") in the fiscal year ended December 31, 1998. SFAS 131 establishes standards
for reporting information regarding operating segments in annual financial
statements and requires selected information for those segments to be presented
in interim financial reports issued to shareholders. SFAS 131 also establishes
standards for related disclosures about products and services and geographic
areas. Operating segments are identified as components of an enterprise about
which separate discrete financial information is available for evaluation by the
chief operating decision maker, or decision making group, in making decisions as
to how to allocate resources and assess performance. Inter-Tel's chief decision
maker, as defined under SFAS 131, is the Chief Executive Officer.

We currently view our operations as primarily composed of two segments: (1)
telephone systems, telecommunications software and hardware, and (2) local and
long distance calling services. These services are provided through our direct
sales offices and dealer network to business customers throughout the United
States, Europe, Asia, Mexico and South America. As a result, financial
information disclosed represents substantially all of the financial information
related to our two principal operating segments. Results of operations for the
local and long distance calling services segment, if the operations were not
included as part of the consolidated group, could differ materially, as the
operations are integral to the total telephony solution offered by us to our
customers.

In addition to the two primary segments discussed above, the Inter-Tel.NET
operations/investment, Inter-Tel's former IP long distance subsidiary, is
separately disclosed as a business segment. The operations represented a more
significant component of the consolidated operations in 2000 compared to prior
years and had a significant impact on the revenues and net losses. On July 24,
2001, Inter-Tel agreed to sell 83% of Inter-Tel.NET to Comm-Services
Corporation. As a result, since July 24, 2001, we have accounted for the
remaining 17% Inter-Tel.NET/Comm-Services investment using the cost method of
accounting. On December 30, 2001, Comm-Services entered into a merger agreement
with Vianet. Inter-Tel's 17% investment in Inter-Tel.NET/Comm-Services was
converted to approximately 10% of Vianet stock. Inter-Tel will account for the
remaining 10% investment in Vianet (formerly Comm-Services) using the cost
method of accounting. Inter-Tel assessed the value of this investment at March
31, 2002 and wrote-down this investment by $600,000 to approximately $3.1
million as of March 31, 2002. Inter-Tel assessed the value of this investment
again at June 30, 2002 and wrote-down this investment by $600,000 to
approximately $2.5 million.

For the quarters and six months ended June 30, 2002 and 2001, we generated
income from business segments, including our investment in Inter-Tel.NET/Vianet,
as follows:

<TABLE>
<CAPTION>
                                                            THREE MONTHS ENDED JUNE 30, 2002
                                            -----------------------------------------------------------------
                                                                        RESALE OF
                                                                        LOCAL AND
                                                                          LONG
                                            PRINCIPAL   INTER-TEL.NET/  DISTANCE     LITIGATION
(In thousands, except per share amounts)     SEGMENT        VIANET      SERVICES     SETTLEMENT       TOTAL
                                            ---------     ---------     ---------     ---------     ---------
<S>                                         <C>           <C>           <C>           <C>           <C>
Net sales                                   $  88,815     $      --     $   7,133     $      --     $  95,948
Gross profit                                   45,905            --         2,570            --        48,475
Operating income                                9,315            --         1,487            --        10,802
Interest and other, net                           549          (600)          (37)          214           126
Gain on foreign translation adjustments           284            --            --            --           284
Interest expense                                  (46)           --            --            --           (46)
Net income (loss)                           $   6,367     $    (378)    $     914     $     131     $   7,034
Net income (loss) per diluted share (1)     $    0.25     $   (0.02)    $    0.04     $    0.01     $    0.28
Weighted average diluted shares (1)            25,563        24,269        25,563        25,563        25,563
Total assets                                $ 245,194     $      --     $  13,216     $      --     $ 258,410
Depreciation and amortization               $   2,138     $      --     $      20     $      --     $   2,158
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED JUNE 30, 2001
                                            -----------------------------------------------------------------
<S>                                         <C>           <C>           <C>           <C>           <C>
Net sales                                   $  89,723     $   8,174     $   5,938     $      --     $ 103,835
Gross profit (loss)                            44,745        (1,544)        1,764            --        44,965
Charge (see Note B)                                --        (5,357)           --            --        (5,357)
Operating income (loss)                         7,254        (7,704)          964            --           514
Interest and other, net                            80            (1)          (32)    $      --            47
Loss on foreign translation adjustments           (92)           --            --            --           (92)
Interest expense                                  (78)          (97)           --            --          (175)
Net income (loss)                           $   4,513     $  (4,915)    $     587            --     $     185
Net income (loss) per diluted share (1)     $    0.18     $   (0.20)    $    0.02            --     $    0.01
Weighted average diluted shares (1)            24,910        24,389        24,910            --        24,910
Depreciation and amortization                   2,231           936            41            --         3,208
</TABLE>

(1)  Options that are antidilutive because the exercise price was greater than
     the average market price of the common shares are not included in the
     computation of diluted earnings per share when a net loss is recorded.

<TABLE>
<CAPTION>
                                                             SIX MONTHS ENDED JUNE 30, 2002
                                            -----------------------------------------------------------------
                                                                        RESALE OF
                                                                        LOCAL AND
                                                                          LONG
                                            PRINCIPAL   INTER-TEL.NET/  DISTANCE     LITIGATION
(In thousands, except per share amounts)     SEGMENT        VIANET      SERVICES     SETTLEMENT       TOTAL
                                            ---------     ---------     ---------     ---------     ---------
<S>                                         <C>           <C>           <C>           <C>           <C>
Net sales                                   $ 172,094     $      --     $  13,923     $      --     $ 186,017
Gross profit (loss)                            89,501            --         4,027            --        93,528
Operating income                               18,611            --         2,014            --        20,625
Interest and other, net                         1,047        (1,200)          (95)       15,516        15,268
Gain on foreign translation adjustments           200            --            --            --           200
Interest expense                                  (80)           --            --           (80)
Net income (loss)                           $  12,481     $    (756)    $   1,209         9,496     $  22,430
Net income (loss) per diluted share (1)     $    0.49     $   (0.03)    $    0.05     $    0.37     $    0.88
Weighted average diluted shares (1)            25,556        24,224        25,556        25,556        25,556
Total assets                                $ 245,194     $      --     $  13,216     $      --     $ 258,410
Depreciation and amortization                   4,299            --            50            --         4,349

                                                             SIX MONTHS ENDED JUNE 30, 2001
                                            -----------------------------------------------------------------
Net sales                                   $ 172,412     $  12,772     $  12,354     $      --     $ 197,538
Gross profit (loss)                            86,442        (5,110)        3,236            --        84,568
Charge (see Note B)                                --        (5,357)           --            --        (5,357)
Operating income (loss)                        14,309       (12,195)        1,854            --         3,968
Interest and other, net                           324            (1)         (109)           --           214
Loss on foreign translation adjustments          (395)           --            --            --          (395)
Interest expense                                 (223)         (179)           --            --          (402)
Net income (loss)                           $   8,829     $  (7,796)    $   1,099     $      --     $   2,132
Net income (loss) per diluted share (1)     $    0.35     $   (0.31)    $    0.04     $      --     $    0.08
Weighted average diluted shares (1)            25,376        24,944        25,376            --        25,376
Total Assets                                $ 251,541     $ (31,438)    $   9,619            --     $ 229,722
Depreciation and amortization                   4,386         1,738            84            --         6,208
</TABLE>

(1)  Options that are antidilutive because the exercise price was greater than
     the average market price of the common shares are not included in the
     computation of diluted earnings per share when a net loss is recorded.

Our revenues are generated predominantly in the United States. Total revenues
generated from U.S. customers totaled $93.7 million or 98% of total revenues,
and $101.2 million or 97.5% of total revenues for the quarters ended June 30,
2002 and 2001, respectively. Total revenues generated from U.S. customers
totaled $181.1 million or 97.3% of total revenues, and $192.1 million or 97.2%
of total revenues for the six months ended June 30, 2002 and 2001, respectively.
Our revenues from international sources were primarily generated from customers
located in the United Kingdom, Europe, Asia and South America. In the first six
months of 2002 and 2001, revenues from customers located internationally
accounted for 2.7% and 2.8% of total revenues, respectively.

                                       11
<PAGE>
PART I.

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

THIS QUARTERLY REPORT TO SHAREHOLDERS ON FORM 10-Q ("10-Q") CONTAINS
FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. THE STATEMENTS
CONTAINED IN THIS 10-Q THAT ARE NOT PURELY HISTORICAL ARE FORWARD-LOOKING
STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
INCLUDING WITHOUT LIMITATION STATEMENTS REGARDING THE COMPANY'S EXPECTATIONS,
BELIEFS, INTENTIONS OR STRATEGIES REGARDING THE FUTURE. ALL FORWARD-LOOKING
STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO THE
COMPANY ON THE DATE HEREOF, AND THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY
SUCH FORWARD-LOOKING STATEMENTS. THE CAUTIONARY STATEMENTS MADE IN THIS 10-Q
SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS
WHEREVER THEY APPEAR IN THIS DOCUMENT. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A
RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH UNDER "FACTORS THAT MAY
AFFECT RESULTS OF FUTURE OPERATIONS" BELOW AND ELSEWHERE IN THIS DOCUMENT.

OVERVIEW

     Inter-Tel, incorporated in 1969, is a single point of contact, full service
provider of business communications systems, voice mail systems and networking
applications. We market and sell voice processing and unified messaging
software, call accounting software, Internet Protocol (IP) telephony software,
computer-telephone integration (CTI) applications, long distance calling
services and other communications services. Our products and services include
the AXXESS by Inter-Tel and ECLIPSE2 by Inter-Tel business communication
systems, with integrated voice processing and unified messaging systems, IP
telephony voice and data routers, and ClearConnect Talk-to-Agent e-commerce
software. We also provide maintenance, leasing and support services for our
products. Our customers include business enterprises, government agencies and
non-profit organizations. Our common stock is quoted on the Nasdaq National
Market System under the symbol "INTL."

     We have developed a distribution network of direct sales offices, dealers
and value added resellers (VARs), which sell our products to organizations
throughout the United States and internationally, including to divisions of
Fortune 500 companies, large service organizations and governmental agencies. As
of June 30, 2002, we had 52 direct sales offices in the United States and one in
Japan, and a network of hundreds of dealers and VARs around the world that
purchase directly from us. We also maintain a wholesale distribution office in
the United Kingdom that supplies Inter-Tel's dealers and distributors throughout
the UK and parts of Europe.

     Sales of systems through our dealers and VARs typically generate lower
gross margins than sales through our direct sales organization, although direct
sales typically require higher levels of selling, general and administrative
expenses. In addition, our long distance and network services typically generate
lower gross margins than sales of software and system products. Accordingly, our
margins may vary from period to period depending upon distribution channel and
product mix. In the event that sales through dealers or sales of long distance
services increase as a percentage of net sales, our overall gross margin could
decline.

     Our operating results depend upon a variety of factors, including the
volume and timing of orders received during a period, the mix of products sold
and the mix of distribution channels, general economic conditions, patterns of
capital spending by customers, the timing of new product announcements and
releases by us and our competitors, pricing pressures, the cost and effect of
acquisitions and the availability and cost of products and components from our
suppliers. Historically, a substantial portion of our net sales in a given
quarter have been recorded in the third month of the quarter, with a
concentration of such net sales in the last two weeks of the quarter. In
addition, we are subject to seasonal variations in our operating results, as net
sales for the first and third quarters are frequently less than those
experienced during the fourth and second quarters, respectively.

     The markets we serve are characterized by rapid technological change and
evolving customer requirements. We have sought to address these requirements
through the development of software enhancements and improvements to existing
systems and the introduction of new products and applications. Inter-Tel's
research and development efforts over the last several years have been focused
primarily on the development of and enhancements to our AXXESS and ECLIPSE2
systems, including adding new applications, enhancing our IP convergence
applications and IP telephones, developing Unified Messaging Software

                                       12
<PAGE>
applications and expanding the telecommunications networking package to include
networking over IP and frame relay networks. Over the last several years, we
have also focused our research and development efforts on the development of our
Unified Communicator software application, the ClearConnect SoftPhone and the
related ClearConnect Talk-to-Agent web communications software. We are currently
devoting resources to developing and enhancing the convergence products and
applications for our AXXESS and ECLIPSE2 systems, supporting industry-standard
VoIP protocols such as MGCP and SIP, enhancing our Unified Messaging Software,
developing new speech-recognition and text-to-speech enabled applications,
developing an advanced IVR and CT application development tool, enhancing the IP
digital telephones, and enhancing our server-based PBX offerings.

     We offer to our customers a package of lease financing and other services
under the name TotalSolution (formerly, Totalease). TotalSolution provides our
customers lease financing, maintenance and support services, fixed price
upgrades and other benefits. We finance this program through the periodic resale
of lease rental streams to financial institutions.

RESULTS OF OPERATIONS

The following table sets forth certain statement of operations data of the
Company expressed as a percentage of net sales for the periods indicated:

<TABLE>
<CAPTION>
                                                Three Months Ended June 30,   Six Months Ended June 30,
                                                ---------------------------   -------------------------
                                                    2002         2001            2002         2001
                                                    -----        -----           -----        -----
<S>                                                 <C>          <C>             <C>          <C>
NET SALES                                           100.0%       100.0%          100.0%       100.0%
Cost of sales                                        49.5         56.7            49.7         57.2
                                                    -----        -----           -----        -----
GROSS PROFIT                                         50.5         43.3            50.3         42.8

Research and development                              4.7          4.2             4.8          4.3
Selling, general and administrative                  34.2         32.8            34.1         33.1
Amortization                                          0.3          0.6             0.3          0.6
Nonrecurring charge                                    --          5.2              --          2.7
                                                    -----        -----           -----        -----
OPERATING INCOME                                     11.3          0.5            11.1          2.0

Litigation settlement (net of costs except
  for taxes                                           0.2           --             8.3           --
Interest and other income                             0.5          0.0             0.5          0.0
Write-down of investment in
  Inter-Tel.NET/Vianet                               (0.6)          --            (0.6)          --
Gain (loss) on foreign translation adjustments        0.3         (0.1)            0.1         (0.2)
Interest expense                                     (0.0)        (0.2)           (0.0)        (0.2)
                                                    -----        -----           -----        -----
Income before income taxes                           11.6          0.3            19.4          1.7
Income taxes                                          4.3          0.1             7.3          0.6
                                                    -----        -----           -----        -----
Net income                                            7.3%         0.2%           12.1%         1.1%
                                                    -----        -----           -----        -----
</TABLE>

     Included in the table above for 2001 is a nonrecurring charge recorded in
connection with the sale of the Company's interest in Inter-Tel.NET. The Company
recorded a nonrecurring charge as of the close of the second quarter of $5.4
million ($3.4 million after tax) associated with the impairment of the Company's
investment in Inter-Tel.NET. The impairment was measured by the difference
between the carrying value of Inter-Tel's 17% interest in Inter-Tel.NET and the
estimated fair market value of the 17% interest in the net assets of
Inter-Tel.NET. In 2001, the charge was recorded in operating income.

     NET SALES. Net sales for the second quarter of 2002 decreased 7.6% to $95.9
million, compared to $103.8 million in the second quarter of 2001, including the
operations of Inter-Tel.NET in 2001. Since the sale of 83% of our interest in
Inter-Tel.NET in July 2001, we have not recorded revenues or expenses from
Inter-Tel.NET. By contrast, net sales attributable to Inter-Tel.NET operations
were $7.9 million for the second quarter of 2001. Excluding sales from
Inter-Tel.NET in the second quarter of 2001, net sales in 2002 increased 0.1%
compared to 2001. Net sales decreased 5.8% to $186.0 million in the first six
months of 2002, compared to $197.5 million in the first six months of 2001. By

                                       13
<PAGE>
contrast, net sales attributable to Inter-Tel.NET operations were $12.3 million
for the first six months of 2001. Excluding sales from Inter-Tel.NET in the
first six months of 2001, net sales in 2002 increased 0.4% compared to 2001.
Since July 24, 2001, the date of the sale of 83% of Inter-Tel.NET, we have used
the cost method of accounting for our remaining investment in Vianet (company
that merged with Inter-Tel.NET/Comm-Services).

     The second quarter decrease in net sales was primarily attributable to the
sale of 83% of Inter-Tel.NET in July 2001. As noted above, sales from operations
excluding Inter-Tel.NET increased slightly in 2002 compared to 2001. We
experienced decreased sales of business telephone systems through our direct
sales offices and government and national accounts group during the second
quarter of 2002, offset in part from sales generated by the McLeod offices we
acquired at the end of January 2002. In this regard, for the quarter ended June
30, 2002, sales from the direct sales offices, government and national accounts,
and from wholesale distribution decreased approximately $2.3 million compared to
2001. Although 2002 net sales increased slightly excluding the operations of
Inter-Tel.NET in 2001, our 2002 net sales were negatively impacted by delayed
customer buying decisions related to deterioration in macroeconomic conditions
and increased competitive pressures. In some instances, prices of various
telecommunications systems decreased, and discounts or other promotions that we
offered to customers to generate sales resulted in lower revenues.

     Sales from our network services group, including NetSolutions and Network
Services agency, increased $2.6 million, and sales from our leasing operations
increased by $99,000 in the second quarter of 2002 compared to 2001. These
increases were offset by sales decreases of $341,000 attributable to foreign
operations. Please refer to Note D of Notes to Consolidated Financial Statements
for additional segment reporting information.

     GROSS PROFIT. Gross profit for the second quarter of 2002 increased 7.9% to
$48.5 million, or 50.5% of net sales, from $44.9 million, or 43.3% of net sales
including Inter-Tel.NET, in the second quarter of 2001. Excluding Inter-Tel.NET,
gross profit increased 4.3% in the second quarter of 2002 to $48.5 million, or
50.5% of net sales compared to $46.5 million, or 48.5% of net sales, in the
second quarter of 2001. Gross profit increased 10.6% to $93.5 million, or 50.3%
of net sales, in the first six months of 2002 compared to $84.6 million, or
42.8% of net sales, in the first six months of 2001 including Inter-Tel.NET.
Excluding Inter-Tel.NET, gross profit for the six months ended June 30, 2002
increased 4.3% to $93.5 million, or 50.3% of net sales, compared to $89.7
million, or 48.4% of net sales, in the first six months of 2001. The increase in
gross profit as a percentage of sales (or gross margin) was primarily
attributable to the sale of 83% of Inter-Tel.NET, which generated negative
margins in 2001. Inter-Tel.NET generated negative gross profit of $(1.5 million)
and $(5.1 million), in the second quarter and six months ended June 30, 2001,
respectively.

     The increases in gross profit as a percentage of sales (or gross margin)
were also attributable to cost reductions, including reduced costs from
suppliers on products sold, implementation of design improvements into the
manufacturing process and efficiencies achieved from a higher percentage of
orders placed via the Internet. We also generated a higher percentage of sales
from recurring revenues on sales to existing business telephone customers, which
improved margins based on lower materials costs. Margins also improved despite
competitive pricing pressures throughout the business and despite increased
sales from long distance services, which generate lower margins compared to
sales of business telephone software and systems. Our gross margins may vary in
the future depending on a number of factors, including the mix of products sold
and services provided, the mix of new systems sales relative to recurring
revenues from our existing customer base, the mix of sales through direct sales
offices and dealer network, as well as macroeconomic and competitive influences.

     RESEARCH AND DEVELOPMENT. Research and development expenses for the second
quarter of 2002 increased 2.9% to $4.5 million, or 4.7% of net sales, compared
to $4.4 million, or 4.2% of net sales, for the second quarter of 2001. Research
and development expenses increased 3.6% to $8.9 million, or 4.8% of net sales,
in the first six months of 2002 compared to $8.6 million, or 4.3% of net sales,
in the first six months of 2001. These increases were primarily attributable to
increased expenses associated with engineering personnel we hired in connection
with our purchase of assets from Mastermind Technologies, Inc. in October 2001.
Research and development expenses also increased as a result of development
associated with enhancing convergence features, applications and devices on our
AXXESS and ECLIPSE2 communications platforms, as well as development of
voice-enabled vertical market applications. We expect that for the foreseeable
future research and development expenses will increase sequentially in absolute
dollars as we continue to enhance existing and develop new technologies and
products. These expenses may vary, however, as a percentage of net sales.

     SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses, excluding amortization, for the second quarter of 2002 decreased 3.4%
to $32.9 million, or 34.2% of net sales, compared to $34.0 million, or 32.8% of

                                       14
<PAGE>
net sales, for the second quarter of 2001. Selling, general and administrative
expenses decreased 3.0% to $63.5 million, or 34.1% of net sales, in the first
six months of 2002 compared to $65.5 million, or 33.1% of net sales, in the
first six months of 2001. The decreases in absolute dollars for the quarter and
six months ended June 30, 2002 were primarily due to lower net sales, reflecting
in part the sale of 83% of Inter-Tel.NET in July 2001. Excluding the operations
of Inter-Tel.NET in 2001, selling, general and administrative expenses for the
second quarter of 2002 decreased 1.2% compared to $33.3 million, or 34.7% of net
sales, in 2001. Excluding the operations of Inter-Tel.NET in 2001, selling,
general and administrative expenses for the six months ended June 30, 2002
decreased 0.5% compared to $63.8 million, or 34.5% of net sales, in 2001.

     Selling, general and administrative expenses also decreased in absolute
dollars as a result of a lower percentage of total sales generated through our
direct sales offices and government and national accounts divisions. We expect
that selling, general and administrative expenses will continue to increase in
absolute dollars, but may vary in the future as a percentage of net sales.

     AMORTIZATION OF GOODWILL AND PURCHASED INTANGIBLE ASSETS. We adopted
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142") effective the beginning of fiscal 2002. In
accordance with SFAS 142, we ceased amortizing goodwill. We are required to
perform goodwill impairment tests on an annual basis and between annual tests in
certain circumstances. As of June 30, 2002, no impairment of goodwill has been
recognized. There can be no assurance that future goodwill impairment tests will
not result in a charge to earnings. For additional information regarding SFAS
142, see "Adoption of Accounting Standard" in Note A of Notes to the Condensed
Consolidated Financial Statements.

     Amortization of purchased intangible assets included in operating expenses
was $269,000 in the second quarter of 2002, compared to $212,000 in the second
quarter of 2001. Amortization of purchased intangible assets included in
operating expenses was $526,000 for the six months ended June 30, 2002, compared
to $424,000 for the six months ended June 30, 2001. The increases in the
amortization of purchased intangible assets for the second quarter and six
months ended June 30, 2002 compared to the same periods in 2001 were primarily
related to the additional amortization from recent acquisitions. For additional
information regarding purchased intangible assets, see Note A "Adoption of
Accounting Standard" and Note C "Acquisitions, Dispositions and Restructuring
Charges " to the Condensed Consolidated Financial Statements.

     NONRECURRING CHARGE. In connection with the sale of our interest in
Inter-Tel.NET in July 2001, we recorded a nonrecurring charge as of the close of
the second quarter of $5.4 million ($3.4 million after tax) associated with the
impairment of the Company's investment in Inter-Tel.NET. The impairment was
measured as the difference between the carrying value of Inter-Tel's 17%
interest in Inter-Tel.NET and the estimated fair market value of the 17%
interest in the net assets of Inter-Tel.NET.

     LITIGATION SETTLEMENT. In May 2001, Inter-Tel entered into an agreement to
submit to binding arbitration a lawsuit we filed in 1996. The arbitration was
completed in January 2002 and, as a result of the arbitration, Inter-Tel
received a gross cash award of $20 million in February 2002. Direct costs for
attorney's fees, expert witness costs, arbitration costs and additional costs
and expenses, totaled approximately $4.7 million in the first quarter 2002,
excluding income taxes, for a net award of approximately $15.3 million. In the
second quarter of 2002, the estimated costs to Inter-Tel were adjusted by
$214,000. Accordingly, the estimated net proceeds from this arbitration
settlement were approximately $15.5 million pre-tax and $9.5 million after
taxes, or $0.37 per diluted share for the six months ended June 30, 2002.

     INTEREST AND OTHER INCOME. Other income in of 2002 included an expense of
approximately $600,000 and $1.2 million, related to the write-down of
Inter-Tel's investment in Inter-Tel.NET/Vianet for the second quarter and six
months ended June 30, 2002, respectively. Other than the write-downs, both
periods consisted primarily of interest income and foreign exchange rate gains
and losses. Income from interest increased in 2002 compared to 2001 based on a
higher level of invested funds, due in part to cash received from the litigation
settlement noted above, offset by expenditures relating to the McLeod
acquisition. During the first six months of 2002, we recognized foreign exchange
rate gains of $200,000, an improvement of $595,000 compared to losses of
$395,000 in 2001. Interest expense was $80,000 in the first six months of 2002,
a decrease of $322,000 compared to $402,000 in 2001.

                                       15
<PAGE>
     INCOME TAXES. Our income tax rate for the first six months of 2002
increased to 37.7% compared to 37.0% for 2001. The rate increased primarily as a
result of higher marginal tax rates anticipated from the receipt of the cash
litigation settlement award. We expect the full-year 2002 tax rate to be
slightly higher than the tax rate effective for 2001.

     NET INCOME/(LOSS). Net income for the second quarter was $7.0 million
($0.28 per diluted share) compared to net income of $185,000 ($0.01 per diluted
share) for the second quarter of 2001, including the 2002 litigation settlement
adjustment and 2001 nonrecurring charge noted above associated with the
Inter-Tel.NET operations. Net income for the six months ended June 30, 2002 was
$22.4 million ($0.88 per diluted share), including the 2002 litigation
settlement, compared to net income of $2.1 million ($0.08 per diluted share) for
the second quarter of 2001, including the 2001 nonrecurring charge associated
with the Inter-Tel.NET operations.

     Excluding the 2002 litigation settlement adjustment and 2001 operations of
Inter-Tel.NET, we reported net income of $6.9 million, or $0.27 per diluted
share in the second quarter of 2002, compared to net income of $5.1 million, or
$0.20 per diluted share, in the second quarter of 2001. Excluding the 2002
litigation settlement and 2001 operations of Inter-Tel.NET, we reported net
income of $12.9 million, or $0.51 per diluted share in the first six months of
2002, compared to net income of $9.9 million, or $0.39 per diluted share, in the
first six months of 2001. These increases in both periods are the result of
higher gross profit and increased operating efficiencies.

INFLATION/CURRENCY FLUCTUATION

     Inflation and currency fluctuations have not previously had a material
impact on Inter-Tel's operations. International procurement agreements have
traditionally been denominated in U.S. currency. Moreover, a significant amount
of contract manufacturing has been moved to domestic sources. The expansion of
international operations in the United Kingdom and Europe and increased sales,
if any, in Japan and Asia and elsewhere could result in higher international
sales as a percentage of total revenues; however, international revenues are
currently not a significant component of our consolidated operations.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2002, we had $94.5 million in cash and equivalents, which
represented an increase of approximately $32.7 million from our cash position as
of December 31, 2001. We maintain a $10 million unsecured, revolving line of
credit with Bank One, N.A. that is available through June 1, 2003. Under this
credit facility, we have the option to borrow at a prime rate or adjusted LIBOR
interest rate. Historically, we have used the credit facility primarily to
support international letters of credit to suppliers. Inter-Tel received a gross
cash award of $20 million in February 2002 in settlement of a dispute submitted
to binding arbitration. Costs relating to attorney's fees, expert witnesses, and
arbitration and additional costs and expenses, totaled approximately $4.5
million in the first six months of 2002, resulting in a net award of $15.5
million before income taxes. During the first six months of 2002, $7.9 million
of available cash, net, was used to fund acquisitions. During the first six
months of 2001, approximately $27.3 million of available cash was used to
repurchase our common stock and an additional $12.1 million of available cash
was used to fund acquisitions. Of the $12.1 million used in the first six months
of 2001 to fund acquisitions, $6.0 million was subsequently returned to us from
an escrow account in the third quarter of 2001 to reduce the net cash used in
the Convergent acquisition. The remaining cash balances and credit facility may
be used for potential acquisitions, strategic alliances, working capital, stock
repurchases and/or general corporate purposes.

     Net cash provided by operating activities totaled $42.6 million for the six
months ended June 30, 2002, compared to cash provided by operating activities of
$27.9 million for the same period in 2001. Cash provided by operating activities
in 2002 was primarily the result of cash generated from operations, including
non-cash depreciation and amortization charges of $3.7 million, as well as
proceeds from the litigation settlement discussed above. Cash generated by the
change in operating assets and liabilities in 2002 was $8.1 million, compared to
$739,000 in 2001. At June 30, 2002, we achieved lower accounts receivable and
inventory than at December 31, 2001, which was primarily a result of close
management of receivables and inventory. Net cash provided by operating

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activities was partially offset by increases in prepaid expenses at June 30,
2002, primarily reflecting amounts assumed from the McLeod acquisition. We
expect to expand sales through our direct sales office and dealer networks,
which is expected to require the expenditure of working capital for increased
accounts receivable and inventories.

     Net cash used in investing activities totaled $10.4 million for the six
months ended June 30, 2002, compared to $18.7 million for the six months ended
June 30, 2001. During the six months ended June 30, 2002, net cash used in
acquisitions totaled approximately $7.9 million and capital expenditures
approximately $2.8 million. During the first six months of 2001, net cash used
in acquisitions totaled approximately $12.1 million, $10.6 million of which was
attributable to the Convergent acquisition. Of the $12.1 million used in the
first six months of 2001 to fund acquisitions, $6.0 million was subsequently
returned to us from an escrow account in the third quarter of 2001 to reduce the
net cash used in the Convergent acquisition. Capital expenditures totaled
approximately $6.6 million in the first six months of 2001, $3.8 million of
which was attributable to assets used in the Inter-Tel.NET network, 83% of which
was disposed of in July 2001. We anticipate incurring additional capital
expenditures during the remainder of 2002, principally relating to expenditures
for equipment and management information systems, facilities expansion and
acquisition activities.

     Net cash provided by financing activities totaled $539,000 in the six
months ended June 30, 2002, compared to net cash used in financing activities of
$24.6 million for the same period in 2001. Net cash proceeds from the exercise
of stock options and stock issued under our Employee Stock Purchase Plan totaled
$1.8 million and $965,000 in the first six months of 2002 and 2001, which was
offset in each period by cash used for dividends totaling approximately $932,000
and $520,000. During 2002, we reissued treasury shares through stock option
exercises and issuances, with the proceeds received totaling less that the cost
basis of the treasury stock reissued. Accordingly, the difference was recorded
as a reduction to retained earnings. During the first six months of 2001, we
purchased treasury stock using approximately $27.3 million. We issued long-term
debt, net of repayments, of $2.3 million in 2001 primarily in the form of
long-term capital leases to support capital additions to Inter-Tel.NET prior to
our divestiture of our majority ownership in July 2001.

     We offer to our customers lease financing and other services, including our
TotalSolution (formerly Totalease) program, through our Inter-Tel Leasing, Inc.
subsidiary. We fund our TotalSolution program in part through the sale to
financial institutions of rental income streams under the leases. Resold
TotalSolution rentals totaling $203.0 million and $202.7 million remained
unbilled at June 30, 2002 and December 31, 2001, respectively. We are obligated
to repurchase such income streams in the event of defaults by lease customers on
a limited recourse basis and, accordingly, maintain reserves based on loss
experience and past due accounts. Although to date we have been able to resell
the rental streams from leases under the TotalSolution program profitably and on
a substantially current basis, the timing and profitability of lease resales
could impact our business and operating results, particularly in an environment
of fluctuating interest rates and economic uncertainty. If we are required to
repurchase rental streams and realizes losses thereon in amounts exceeding our
reserves, our operating results will be adversely affected.

     We believe that our working capital and credit facilities, together with
cash generated from operations, will be sufficient to develop and expand our
business operations, to finance acquisitions of additional resellers of
telephony products and other strategic acquisitions or corporate alliances, and
to provide adequate working capital for the next twelve months. However, we may
seek additional financing in the future to address working capital needs and to
provide funding for capital expenditures, expansion of the business or
additional acquisitions. There can be no assurance that additional financing
will be available when required or on acceptable terms.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     The methods, estimates and judgments we use in applying our most critical
accounting policies have a significant impact on the results we report in our
consolidated financial statements. We evaluate our estimates and judgments on an
on-going basis. We base our estimates on historical experience and on
assumptions that we believe to be reasonable under the circumstances. Our
experience and assumptions form the basis for our judgments about the carrying
value of assets and liabilities that are not readily apparent from other
sources. Actual results may vary from what we anticipate and different
assumptions or estimates about the future could change our reported results. We

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believe the following accounting policies are the most critical to us, in that
they are important to the portrayal of our financial statements and they require
our most difficult, subjective or complex judgments in the preparation of our
consolidated financial statements:

     REVENUE RECOGNITION. We recognize revenue pursuant to Staff Accounting
Bulletin No. 101 "Revenue Recognition in Financial Statements." Accordingly,
revenue is recognized when all four of the following criteria are met: (i)
persuasive evidence that arrangement exists; (ii) delivery of the products
and/or services has occurred; (iii) the selling price is both fixed and
determinable and; (iv) collectibility is reasonably probable. Revenue derived
from sales of systems and services to end-user customers is recognized upon
installation of the systems and performance of the services, respectively.
Pre-payments for communications services are deferred and recognized as revenue
as the communications services are provided.

     For shipments to dealers and other distributors, our revenues are recorded
as products are shipped and services are rendered, because the sales process is
complete. These shipments are primarily to third-party dealers and distributors
and title passes when goods are shipped (free-on-board shipping point). Long
distance services revenues are recognized as service is provided.

     SALES-LEASES. For our sales-type lease accounting, we follow the guidance
provided by FASB Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities - A Replacement of FASB
Statement No. 125. We record the discounted present values of minimum rental
payments under sales-type leases as sales, net of provisions for continuing
administration and other expenses over the lease period. The costs of systems
installed under these sales-leases, net of residual values at the end of the
lease periods, are recorded as costs of sales. Gains or losses resulting from
the sale of rental income from such leases are recorded as net sales. We
maintain reserves against potential recourse following the resales based upon
loss experience and past due accounts. The allowance for uncollectible minimum
lease payments and recourse liability at the end of the year represent reserves
against the entire lease portfolio or allowance for collectibility from
customers. These reserves are either netted in the current and long-term
components of "Net investments in Sales-Leases" on the balance sheet, or
included in long-term liabilities on our balance sheet for off-book leases.

     GOODWILL AND OTHER IDENTIFIABLE INTANGIBLES. We assess the impairment of
goodwill and other identifiable intangibles whenever events or changes in
circumstances indicate that the carrying value may not be recoverable. Some
factors we consider important which could trigger an impairment review include
the following:

     *    Significant under-performance relative to historical, expected or
          projected future operating results;
     *    Significant changes in the manner of our use of the acquired assets or
          the strategy for our overall business;
     *    Our market capitalization relative to net book value, and
     *    Significant negative industry or economic trends.

     When we determine that the carrying value of goodwill and other identified
intangibles may not be recoverable, we measure any impairment based on a
projected discounted cash flow method using a discount rate determined by our
management to be commensurate with the risk inherent in our current business
model. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets,"
on January 1, 2002 we ceased amortizing goodwill arising from acquisitions
completed prior to July 1, 2001. Inter-Tel has tested goodwill for impairment
using the two-step process prescribed in SFAS 142. The first step is a screen
for potential impairment, while the second step measures the amount of the
impairment, if any. Inter-Tel has performed the first of the required impairment
tests for goodwill as of January 1, 2002 and has determined that the carrying
amount of goodwill is not impaired.

     Inter-Tel has adopted SFAS 142 effective January 1, 2002. Application of
the nonamortization provisions of SFAS 142 has resulted in an increase in income
from continuing operations before income taxes of approximately $0.9 million in
2002 as of the six months ended June 30, 2002.

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     ALLOWANCE FOR DOUBTFUL ACCOUNTS. We maintain allowances for doubtful
accounts for estimated losses resulting from the inability of our customers to
make required payments. If the financial condition of our customers or channel
partners were to deteriorate, resulting in an impairment of their ability to
make payments, additional allowances may be required. Additional reserves or
allowances for doubtful accounts are recorded for our sales-type leases,
discussed above in "Sales-Leases."

     INVENTORIES. We value our inventories at lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method, including material, labor
and factory overhead. Significant management judgment is required to determine
the reserve for obsolete or excess inventory. Inventory on hand may exceed
future demand either because the product is outdated, or obsolete, or because
the amount on hand is more than can be used to meet future need, or excess. We
currently consider all inventory that has no activity within one year as well as
any additional specifically identified inventory to be excess. We also provide
for the total value of inventories that we determine to be obsolete based on
criteria such as customer demand, product life-cycles, changing technologies and
market conditions. We write down our excess and obsolete inventory equal to the
difference between the cost of inventory and the estimated market value. At June
30, 2002, our inventory reserves were $12.1 million of our $31.5 million gross
inventories. If actual customer demand, product life-cycles, changing
technologies and market conditions are less favorable than those projected by
management, additional inventory write-downs may be required.

     CONTINGENCIES. We are a party to various claims and litigation in the
normal course of business. Management's current estimated range of liability
related to various claims and pending litigation is based on claims for which
our management can estimate the amount and range of loss. Because of the
uncertainties related to both the amount and range of loss on the remaining
pending claims and litigation, management is unable to make a reasonable
estimate of the liability that could result from an unfavorable outcome. As
additional information becomes available, we will assess the potential liability
related to our pending litigation and revise our estimates. Such revisions in
our estimates of the potential liability could materially impact our results of
operation and financial position. We also received correspondence during 1999
from a major competitor and subsidiary inviting us to negotiate a license
agreement regarding the competitors' patents. We have continued to negotiate
with these competitors regarding their patent claims as well as make claim for
our patents. We received additional correspondence in 2000 alleging intellectual
property claims from another competitor. Inter-Tel responded by providing notice
of consent to transfer license previously granted by this competitor. We do not
anticipate that the resolution of such matters will have a material adverse
effect on our consolidated financial position.

FACTORS THAT MAY AFFECT RESULTS OF FUTURE OPERATIONS

     THIS REPORT ON FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM
THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF MANY RISK
FACTORS INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH UNDER "FACTORS THAT MAY
AFFECT FUTURE RESULTS OF OPERATIONS" BELOW. IN EVALUATING THE COMPANY'S
BUSINESS, SHAREHOLDERS AND PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE
FOLLOWING FACTORS IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS
DOCUMENT.

RISKS RELATED TO OUR BUSINESS

OUR MARKET IS SUBJECT TO RAPID TECHNOLOGICAL CHANGE AND TO COMPETE SUCCESSFULLY,
WE MUST CONTINUALLY INTRODUCE NEW AND ENHANCED PRODUCTS AND SERVICES THAT
ACHIEVE BROAD MARKET ACCEPTANCE.

     The market for our products and services is characterized by rapid
technological change, evolving industry standards and vigorous customer demand
for new products, applications and services. To compete successfully, we must
continually enhance our existing telecommunications products, related software
and customer services, and develop new technologies and applications in a timely
and cost-effective manner. If we fail to introduce new products and services
that achieve broad market acceptance, or if we do not adapt our existing
products and services to customer demands or evolving industry standards, our
business could be significantly harmed. In addition, current competitors or new
market entrants may offer products, applications or services that are better
adapted to changing technology or customer demands and that could render our
products and services unmarketable or obsolete.

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     In addition, if the markets for computer-telephony (CT) applications,
Internet Protocol (IP) network products, or related products fail to develop or
continue to develop more slowly than we anticipate, or if we are unable for any
reason to capitalize on any of these emerging market opportunities, our
business, financial condition and operating results could be significantly
harmed.

OUR FUTURE SUCCESS LARGELY DEPENDS ON INCREASED COMMERCIAL ACCEPTANCE OF OUR
AXXESS AND ECLIPSE2 SYSTEMS, ENCORE PRODUCT, INTERPRISE PRODUCTS, NEW SPEECH
RECOGNITION AND INTERACTIVE VOICE RESPONSE PRODUCTS, AND RELATED
COMPUTER-TELEPHONY PRODUCTS.

     During the past few years, we enhanced our transparent networking and voice
and data convergence capabilities on our AXXESS and ECLIPSE2 systems, introduced
our Encore product and introduced our Unified Communicator software application.
In 2000, we introduced ClearConnect, a software-based telephone that runs on a
PC, ClearConnect Talk-to-Agent, an e-commerce "touch-to-talk" Web call product,
a line of IP voice terminals and IP soft phones that add IP telephony to the
AXXESS and ECLIPSE2 systems, and several other telephony-related products.
During the past 12 months, sales of our AXXESS and ECLIPSE2 business
communications systems and related software have comprised a substantial portion
of our net sales. Our future success depends, in large part, upon increased
commercial acceptance and adoption of our voice and data convergence features,
new computer-telephony products, Encore products, new speech recognition and
Interactive Voice Response products, continued popularity and sales of the
AXXESS and ECLIPSE2 systems, as well as future upgrades and enhancements to
these products and networking platforms. We cannot assure you that these
products or platforms will achieve commercial acceptance in the future, or will
maintain current levels of sales.

OUR PRODUCTS ARE COMPLEX AND MAY CONTAIN ERRORS OR DEFECTS THAT ARE DETECTED
ONLY AFTER THEIR RELEASE, WHICH MAY CAUSE US TO INCUR SIGNIFICANT UNEXPECTED
EXPENSES AND LOST SALES.

     Our telecommunications products and software are highly complex. Although
our new products and upgrades are examined and tested prior to release, they can
only be fully tested when used by a large customer base. Consequently, our
customers may discover program errors, or "bugs," or other defects after new
products and upgrades have been released. Some of these bugs may result from
defects contained in component parts or software from our suppliers or other
third parties that are intended to be compatible with our products and over
which we have little or no control. Although we have test procedures and quality
control standards in place designed to minimize the number of errors and defects
in our products, we cannot assure you that our new products and upgrades will be
free of bugs when released. If we are unable to quickly or successfully correct
bugs identified after release, we could experience the following, any of which
would harm our business:

     *    costs associated with the remediation of any problems;
     *    costs associated with design modifications;
     *    loss of or delay in revenues;
     *    loss of customers;
     *    failure to achieve market acceptance or loss of market share;
     *    increased service and warranty costs;
     *    liabilities to our customers; and
     *    increased insurance costs.

THE COMPLEXITY OF OUR PRODUCTS COULD CAUSE DELAYS IN THE DEVELOPMENT AND RELEASE
OF NEW PRODUCTS AND SERVICES. AS A RESULT, CUSTOMER DEMAND FOR OUR PRODUCTS
COULD DECLINE, WHICH COULD HARM OUR BUSINESS.

     Due to the complexity of our products and software, we have in the past
experienced and expect in the future to experience delays in the development and
release of new products or product enhancements. If we fail to introduce new
software, products or services in a timely manner, or fail to release upgrades
to our existing systems or products and software on a regular and timely basis,
customer demand for our products and software could decline, which would harm
our business.

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<PAGE>
BUSINESS ACQUISITIONS, DISPOSITIONS OR JOINT VENTURES ENTAIL NUMEROUS RISKS AND
MAY DISRUPT OUR BUSINESS, DILUTE SHAREHOLDER VALUE OR DISTRACT MANAGEMENT
ATTENTION.

     As part of our business strategy, we consider acquisitions of, or
significant investments in, businesses that offer products, services and
technologies complementary to ours. Such acquisitions could materially adversely
affect our operating results and/or the price of our common stock. Acquisitions
also entail numerous risks, including:

     *    unanticipated costs and liabilities;
     *    difficulty of assimilating the operations, products and personnel of
          the acquired business;
     *    difficulties in managing the financial and strategic position of
          acquired or developed products, services and technologies;
     *    the diversion of management's attention from the core business;
     *    inability to maintain uniform standards, controls, policies and
          procedures; and
     *    impairment of relationships with acquired employees and customers
          occurring as a result of integration of the acquired business.

     In January 2002, we acquired selected assets and liabilities of McLeodUSA,
Inc. (McLeod). In connection with the McLeod acquisition, we hired approximately
100 McLeod employees and opened two Inter-Tel branch offices in previous McLeod
locations. While we have integrated most of the operations, we cannot predict
whether we will be able to fully integrate the employees and business of McLeod
into our operations successfully.

     In July 2001, Inter-Tel agreed to sell 83% of Inter-Tel.NET to
Comm-Services Corporation. In connection with this transaction, Inter-Tel
assessed the fair value of the net assets of Inter-Tel.NET as of June 30, 2001
under FAS 121 to arrive at an adjustment to the remaining investment in
Inter-Tel.NET. The charge recorded as of the close of the second quarter of 2001
totaled $5.4 million ($3.4 million after tax), associated with the impairment of
Inter-Tel's investment in Inter-Tel.NET. The recording of this charge adversely
affected our operating results for the second quarter of 2001. On December 30,
2001, Comm-Services entered into a merger agreement with Vianet Technologies,
Inc. (Vianet). Inter-Tel's 17% investment in Comm-Services was converted to
approximately 10% of Vianet stock. As of March 31, 2002, we assessed the value
of our investment in Vianet and we recorded an expense of $600,000 related to
the write-down of this investment. Inter-Tel assessed the value of this
investment again at June 30, 2002 and wrote-down this investment by $600,000 to
approximately $2.5 million. We recently notified Vianet of default in principal
payment of $250,000 due under a note issued to us by Comm-Services, and we are
currently negotiating with Comm-Services/Vianet to cure this default and/or to
modify the terms of payment under this note. Our financial condition will be
adversely affected to the extent that the Vianet business is unsuccessful.

     In January 2001, we acquired certain assets and assumed certain liabilities
of Convergent Technologies, Inc. In connection with the Convergent acquisition,
we hired over 200 Convergent employees and opened eight Inter-Tel branch offices
in previous Convergent locations. Among potential other risks and uncertainties,
difficulties or risks associated with the Convergent acquisition include service
and maintenance of competitors products, and the successful integration of
employees, independent contractors and customers. Similar risks could apply to
the recently completed McLeod acquisition.

     During 1999, 2000 and 2001, Inter-Tel.NET also entered into operating lease
agreements totaling approximately $6.5 million from an equipment vendor for
network equipment and software. The lease agreements required Inter-Tel.NET to
have vendor maintenance on their products. Inter-Tel originally guaranteed the
indebtedness. In the second quarter of 2001, Inter-Tel.NET notified the vendor
of network and network equipment problems encountered due to vendor equipment
and software recommended, supplied and financed by this vendor. Inter-Tel.NET
requested that the vendor not only solve the problems, but also compensate
Inter-Tel.NET for the problems and the resulting lost customers, lost revenues
and lost profits. Pursuant to Inter-Tel's sale of 83% of Inter-Tel.NET,
Comm-Services assumed the vendor lease and maintenance obligations. However, the
vendor has not released Inter-Tel from its guarantee of these obligations and
Inter-Tel has not released the vendor from Inter-Tel's claims, nor did we assign
our rights to these claims to Comm-Services. In April 2002, Inter-Tel received a
notice letter from the financing affiliate of the Inter-tel.NET equipment vendor
notifying Inter-Tel of default in lease payments due the financing affiliate.
Subsequently, Inter-Tel responded to the affiliate advising them that Inter-Tel
was not the lessee of the equipment, of the correct name and address of the

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current lessee of the equipment and of the losses to Inter-Tel because of the
non performance of the equipment and vendor related third party software
providers' breach of contract. Our financial condition will be adversely
affected to the extent that payments made under the guarantee exceed damages
realized from our claim.

     Finally, to the extent that shares of our stock or the rights to purchase
stock are issued in connection with any future acquisitions, dilution to our
existing shareholders will result and our earnings per share may suffer. Any
future acquisitions may not generate additional revenue or provide any benefit
to our business, and we may not achieve a satisfactory return on our investment
in any acquired businesses.

WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OUR PROPRIETARY TECHNOLOGY AND MAY BE
INFRINGING UPON THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

     Our success depends upon our proprietary technology. We currently hold
patents for seventeen (17) telecommunication and unified messaging products and
have also applied to the U.S. Patent and Trademark Office for seven (7)
additional patents. We also rely on copyright and trade secret law and
contractual provisions to protect our intellectual property. Despite these
precautions, third parties could copy or otherwise obtain and use our technology
without authorization, or develop similar technology independently.

     We cannot assure you that any patent, trademark or copyright that we own or
have applied to own, will not be invalidated, circumvented or challenged by a
third party. Effective protection of intellectual property rights may be
unavailable or limited in foreign countries. We cannot assure you that the
protection of our proprietary rights will be adequate or that competitors will
not independently develop similar technology, duplicate our services or design
around any patents or other intellectual property rights we hold. Litigation may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Litigation could be costly, absorb significant management time and
harm our business.

     We are also subject to third party claims that our current or future
products or services infringe upon the rights of others. For example, we are
subject to proceedings alleging that certain of our key products infringe upon
third party intellectual property rights, including patents, trademarks,
copyrights or other intellectual property rights. We have viewed presentations
from one of our primary competitors, Lucent and subsequently Lucent's spin off
Avaya, alleging that our AXXESS business communications system utilizes
inventions covered by certain of their patents. We are continuing the process of
investigating this matter and we have made claims against Avaya and Lucent for
infringement of our patents. Additionally, we recently received a letter from
AT&T alleging that some of our IP products infringe upon intellectual property
protected by AT&T's patents. Although we have denied AT&T's allegations and
intend to defend our position vigorously, we cannot assure you that we will
ultimately prevail in this dispute. When any such claims are asserted against
us, among other means to resolve the dispute, we may seek to license the third
party's intellectual property rights. Purchasing such licenses can be expensive,
and we cannot assure you that a license will be available on prices or other
terms acceptable to us, if at all. Alternatively, we could resort to litigation
to challenge such a claim. Litigation could require us to expend significant
sums of cash and divert our management's attention. In the event that a court
renders an enforceable decision with respect to our intellectual property, we
may be required to pay significant damages, develop non-infringing technology or
acquire licenses to the technology subject to the alleged infringement. Any of
these actions or outcomes could harm our business. If we are unable or choose
not to license technology, or decide not to challenge a third party's rights, we
could encounter substantial and costly delays in product introductions. These
delays could result from efforts to design around asserted third party rights or
our discovery that the development, manufacture or sale of products requiring
these licenses could be foreclosed.

OUR IP NETWORK PRODUCTS MAY BE VULNERABLE TO VIRUSES, OTHER SYSTEM FAILURE RISKS
AND SECURITY CONCERNS, WHICH MAY RESULT IN LOST CUSTOMERS OR SLOW COMMERCIAL
ACCEPTANCE OF OUR IP NETWORK PRODUCTS.

     Inter-Tel's IP telephony and network products may be vulnerable to computer
viruses or similar disruptive problems. Computer viruses or problems caused by
third parties could lead to interruptions, delays or cessation of service that
could harm our operations and revenues. In addition, we may lose customers if
inappropriate use of the Internet or other IP networks by third parties
jeopardize the security of confidential information, such as credit card or bank
account information or the content of conversations over the IP network. In

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addition, user concerns about privacy and security may cause IP networks in
general to grow more slowly, and impair market acceptance of our IP network
products in particular, until more comprehensive security technologies are
developed.

WE HAVE MANY COMPETITORS AND EXPECT NEW COMPETITORS TO ENTER OUR MARKET, WHICH
COULD INCREASE PRICE COMPETITION AND SPENDING ON RESEARCH AND DEVELOPMENT AND
WHICH MAY IMPAIR OUR ABILITY TO COMPETE SUCCESSFULLY.

     The markets for our products and services are extremely competitive and we
expect competition to increase in the future. Our current and potential
competitors in our primary business segments include:

     *    PABX, IP and core systems providers such as Avaya, Cisco Systems,
          Comdial, 3Com, Iwatsu, Mitel, NEC, Nortel, Panasonic, Siemens, and
          Toshiba;
     *    large data routing and convergence companies such as 3Com and Cisco
          Systems;
     *    voice processing applications providers such as ADC, InterVoice-Brite,
          Active Voice (a subsidiary of NEC America), Avaya, Captaris (formerly
          AVT) and Lucent;
     *    long distance services providers such as AT&T, MCI WorldCom, Qwest and
          Sprint;
     *    large computer and software corporations such as IBM and Microsoft;
          and
     *    regional Bell operating companies, or RBOCs, cable television
          companies and satellite and other wireless broadband service
          providers.

     These and other companies may form strategic relationships with each other
to compete with us. These relationships may take the form of strategic
investments, joint-marketing agreements, licenses or other contractual
arrangements, which could increase our competitors' ability to address customer
needs with their product and service offerings.

     Many of our competitors and potential competitors have substantially
greater financial, customer support, technical and marketing resources, larger
customer bases, longer operating histories, greater name recognition and more
established relationships in the industry than we do. We cannot be sure that we
will have the resources or expertise to compete successfully. Compared to us,
our competitors may be able to:

     *    develop and expand their product and service offerings more quickly;
     *    adapt to new or emerging technologies and changing customer needs
          faster;
     *    take advantage of acquisitions and other opportunities more readily;
     *    negotiate more favorable licensing agreements with vendors;
     *    devote greater resources to the marketing and sale of their products;
          and
     *    address customers' service-related issues more adequately.

     Some of our competitors may also be able to provide customers with
additional benefits at lower overall costs or to reduce their gross margins
aggressively in an effort to increase market share. We cannot be sure that we
will be able to match cost reductions by our competitors. In addition, we
believe that there is likely to continue to be consolidation in our markets,
which could lead to increased price competition and other forms of competition
that could cause our business to suffer.

OUR RELIANCE ON A LIMITED NUMBER OF SUPPLIERS FOR KEY COMPONENTS AND OUR
INCREASING DEPENDENCE ON CONTRACT MANUFACTURERS COULD IMPAIR OUR ABILITY TO
MANUFACTURE AND DELIVER OUR PRODUCTS AND SERVICES IN A TIMELY AND COST-EFFECTIVE
MANNER.

     We currently obtain certain key components for our digital communication
platforms, including certain microprocessors, integrated circuits, power
supplies, voice processing interface cards and IP telephony cards, from a
limited number of suppliers and manufacturers. Our reliance on these limited
suppliers and contract manufacturers involves risks and uncertainties, including
the possibility of a shortage or delivery delay for some key components. We
currently manufacture our products through third-party subcontractors located in
the United States, the People's Republic of China, the United Kingdom and
Mexico. The Encore system is manufactured by an OEM partner in the United
Kingdom. Foreign manufacturing facilities are subject to changes in governmental
policies, imposition of tariffs and import restrictions and other factors beyond
our control. Varian currently manufactures a significant portion of our products
at Varian's Tempe, Arizona facility, including substantially all of the printed
circuit boards used in the AXXESS and ECLIPSE2 systems. We have experienced

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<PAGE>
occasional delays in the supply of components and finished goods that have
harmed our business. We cannot assure that we will not experience similar delays
in the future.

     Our reliance on third party manufacturers and OEM partners involves a
number of additional risks, including reduced control over delivery schedules,
quality assurance and costs. Our business may be harmed by any delay in delivery
or any shortage of supply of components or finished goods from a supplier. Our
business may also be harmed if we are unable to develop alternative or
additional supply sources as necessary. To date, we have been able to obtain
supplies of components and products in a timely manner even though we do not
have long-term supply contracts with any of our contract manufacturers. However,
we cannot assure you that we will be able to continue to obtain components or
finished goods in sufficient quantities or quality or on favorable pricing or
delivery terms in the future.

WE DERIVE A SUBSTANTIAL PORTION OF OUR NET SALES FROM OUR DEALER NETWORK AND IF
THESE DEALERS DO NOT EFFECTIVELY PROMOTE AND SELL OUR PRODUCTS, OUR BUSINESS AND
OPERATING RESULTS COULD BE HARMED.

     We derive a substantial portion of our net sales through our network of
independent dealers. We face intense competition from other telephone, voice
processing, and voice and data router system manufacturers for these dealers'
business, as most of our dealers carry products that compete with our products.
Our dealers may choose to promote the products of our competitors to our
detriment. The loss of any significant dealer or group of dealers, or any event
or condition harming our dealer network, could harm our business, financial
condition and operating results.

EXPANDING OUR INTERNATIONAL SALES EFFORTS MAY EXPOSE US TO ADDITIONAL BUSINESS
RISKS, WHICH MAY RESULT IN REDUCED SALES OR PROFITABILITY IN OUR INTERNATIONAL
MARKETS.

     We are in the process of attempting to expand our international dealer
network both in the countries in which we already have a presence and in new
countries and regions. International sales are subject to a number of risks,
including changes in foreign government regulations and telecommunication
standards, export license requirements, tariffs and taxes, other trade barriers,
difficulties in protecting our intellectual property, fluctuations in currency
exchange rates, difficulty in collecting receivables, difficulty in staffing and
managing foreign operations, and political and economic instability.
Fluctuations in currency exchange rates could cause our products to become
relatively more expensive to customers in a particular country, leading to a
reduction in sales or profitability in that country. In addition, the costs
associated with developing international sales may not be offset by increased
sales in the short term, or at all. Any of these risks could cause our products
to become relatively more expensive to customers in a particular country,
leading to reduced sales or profitability in that country.

IF WE LOSE KEY PERSONNEL OR ARE UNABLE TO HIRE ADDITIONAL QUALIFIED PERSONNEL AS
NECESSARY, WE MAY NOT BE ABLE TO ACHIEVE OUR OBJECTIVES.

     We depend on the continued service of, and our ability to attract and
retain, qualified technical, marketing, sales and managerial personnel, many of
whom would be difficult to replace. Competition for qualified personnel is
intense, and we have historically had difficulty hiring employees in the
timeframe that we desire, particularly skilled engineers. The loss of any of our
key personnel or our failure to effectively recruit additional key personnel
could make it difficult for us to manage our business, complete timely product
introductions or meet other critical business objectives. For example, our
inability to retain key executives of Executone following our Executone
acquisition impaired our ability to benefit from the Executone business and to
grow revenues from the Executone assets. Moreover, our operating results will be
impaired if we lose a substantial number of key employees from recent
acquisitions. We cannot assure you that we will be able to continue to attract
and retain the qualified personnel necessary for the development of our
business.

WE MAY BE UNABLE TO MANAGE OUR GROWTH EFFECTIVELY, WHICH MAY HARM OUR BUSINESS.

     The ability to operate our business in a rapidly evolving market requires
an effective planning and management process. The growth in our business has
placed, and is expected to continue to place, a significant strain on our
personnel, management systems, infrastructure and other resources. Our ability
to manage any future growth effectively will require us to successfully attract,
train, motivate and manage new employees, to integrate new employees into our
overall operations and to continue to improve our operational, financial and
management controls and procedures. Furthermore, we expect that we will be
required to manage an increasing number of relationships with suppliers,
manufacturers, customers and other third parties. If we are unable to implement

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adequate controls or integrate new employees into our business in an efficient
and timely manner, our operations could be adversely affected and our growth
could be impaired which could harm our business.

THE INTRODUCTION OF NEW PRODUCTS AND SERVICES HAS LENGTHENED OUR SALES CYCLES,
WHICH MAY RESULT IN SIGNIFICANT SALES AND MARKETING EXPENSES.

     In the past few years, we introduced new versions of, or completed
significant upgrades to, the AXXESS and ECLIPSE2 ATM business communications
system and networking software, which are typically sold to larger customers at
a higher average selling price and often represent a significant communications
infrastructure capital expenditure by the prospective enterprise customer.
Accordingly, the purchase of our products typically involves numerous internal
approvals relating to the evaluation, testing, implementation and acceptance of
new technologies. This evaluation process frequently results in a lengthy sales
process, which can range from a few months to more than 12 months, thereby
subjecting our sales cycle to a number of significant uncertainties concerning
budgetary constraints and internal acceptance reviews. The length of our sales
cycle also may vary substantially from customer to customer. While our customers
are evaluating our products and before placing an order with us, we may incur
substantial sales and marketing expenses and expend significant management
effort. Consequently, if sales forecasted from a specific customer for a
particular quarter are not realized in that quarter, our operating results could
be materially adversely affected.

OUR OPERATING RESULTS HAVE HISTORICALLY DEPENDED ON A NUMBER OF FACTORS, AND
THESE FACTORS MAY CAUSE OUR OPERATING RESULTS TO FLUCTUATE IN THE FUTURE.

     Our quarterly operating results have historically depended on, and may
fluctuate in the future as a result of, many factors including:

     *    volume and timing of orders received during the quarter;
     *    gross margin fluctuations associated with the mix of products sold;
     *    the mix of distribution channels;
     *    general economic conditions;
     *    patterns of capital spending by customers;
     *    the timing of new product announcements and releases by us and our
          competitors;
     *    pricing pressures,
     *    the ability to resell lease income streams to third party financial
          institutions,
     *    the cost and effect of acquisitions, including the Executone,
          Convergent and McLeod acquisitions; and
     *    the availability and cost of products and components from our
          suppliers.

     In addition, we have historically operated with a relatively small backlog,
with sales and operating results in any quarter depending principally on orders
booked and shipped in that quarter. In the past, we have recorded a substantial
portion of our net sales for a given quarter in the third month of that quarter,
with a concentration of such net sales in the last two weeks of the quarter.
Market demand for investment in capital equipment such as business
communications systems and associated call processing and voice processing
software applications depends largely on general economic conditions, and can
vary significantly as a result of changing conditions in the economy as a whole.
We cannot assure you that historical trends for small backlog will continue in
the future.

     Our expense levels are based in part on expectations of future sales and,
if sales levels do not meet expectations, our operating results could be harmed.
In addition, because sales of business communications systems through our
dealers typically produce lower gross margins than sales through our direct
sales organization, operating results have varied, and will continue to vary
based upon the mix of sales through direct and indirect channels. Also, the
timing and profitability of lease resales from quarter to quarter could impact
operating results, particularly in an environment of fluctuating interest rates.
Long distance sales, which typically have lower gross margins than our core
business, have grown in recent periods at a faster rate than our overall net
sales. As a result, gross margins could be harmed if long distance calling
services continue to increase as a percentage of net sales. In addition, we
experience seasonal fluctuations in our operating results, as net sales for the
first quarter is frequently less than the fourth quarter and the third quarter
is frequently less than the second quarter. As a result of these and other
factors, we have historically experienced, and could continue to experience in
the future, fluctuations in sales and operating results on a quarterly basis.

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<PAGE>
OUR STOCK PRICE HAS BEEN AND MAY CONTINUE TO BE VOLATILE, IMPAIRING YOUR ABILITY
TO SELL YOUR SHARES AT OR ABOVE PURCHASE PRICE.

     The market price for our common stock has been highly volatile. The
volatility of our stock could be subject to continued wide fluctuations in
response to many risk factors listed in this section, and others beyond our
control, including:

     *    announcements of developments relating to our business;
     *    fluctuations in our operating results;
     *    shortfalls in revenue or earnings relative to securities analysts'
          expectations;
     *    changes in the national or worldwide economy;
     *    announcements of technological innovations or new products or
          enhancements by us or our competitors;
     *    short interest in our common stock;
     *    announcements of acquisitions or planned acquisitions of other
          companies or businesses;
     *    investors' reactions to acquisition announcements or our forecasts of
          future results;
     *    general conditions in the telecommunications industry;
     *    the market for Internet-related products and services;
     *    changes in legislation or regulation affecting the telecommunications
          industry;
     *    an outbreak of hostilities or terrorist acts;
     *    developments relating to our and third party intellectual property
          rights; and
     *    changes in our relationships with our customers and suppliers.

     In addition, stock prices of technology companies in general, and for voice
and data communications companies of technology stocks in particular, have
experienced extreme price fluctuations in recent years which have often been
unrelated to the operating performance of affected companies. We cannot assure
you that the market price of our common stock will not experience significant
fluctuations in the future, including fluctuations that are unrelated to our
performance.

OUR CHAIRMAN OF THE BOARD OF DIRECTORS, CEO AND PRESIDENT CONTROLS 22.3% OF OUR
COMMON STOCK AND IS ABLE TO SIGNIFICANTLY INFLUENCE MATTERS REQUIRING
SHAREHOLDER APPROVAL.

     As of June 30, 2002, Steven G. Mihaylo, Inter-Tel's Chairman of the Board
of Directors, Chief Executive Officer and President, beneficially owned
approximately 21.9% of the outstanding shares of the common stock. On July 3,
Mr. Mihaylo exercised each of his remaining 144,000 stock options; accordingly,
as of July 3, 2002, Mr. Mihaylo beneficially owned approximately 22.3% of the
outstanding shares of Inter-Tel's common stock. As a result, he has the ability
to exercise significant influence over all matters requiring shareholder
approval. In addition, the concentration of ownership could have the effect of
delaying or preventing a change in control of Inter-Tel.

RISKS RELATED TO OUR INDUSTRY

REDUCTIONS IN SPENDING ON ENTERPRISE COMMUNICATIONS EQUIPMENT MAY MATERIALLY AND
ADVERSELY AFFECT OUR BUSINESS.

The overall economic slowdown has had a harmful effect on the market for
enterprise communications equipment. Our customers have reduced significantly
their capital spending on communications equipment in an effort to reduce their
own costs and bolster their revenues. The market for enterprise communications
equipment may continue to grow at a modest rate and our financial performance
has been and may continue to be materially and adversely affected by the
reductions in spending on enterprise communications equipment.

                                       26
<PAGE>
THE EMERGING MARKET FOR IP NETWORK TELEPHONY IS SUBJECT TO MARKET RISKS AND
UNCERTAINTIES THAT COULD CAUSE SIGNIFICANT DELAYS AND EXPENSES.

     The market for IP network voice communications products is evolving rapidly
and is characterized by an increasing number of market entrants who have
introduced or developed products and services for Internet or other IP network
voice communications. As is typical of a new and rapidly evolving industry, the
demand for and market acceptance of, recently introduced IP network products and
services are highly uncertain. We cannot assure you that packet-switched voice
networks will become widespread. Even if packet-switched voice networks become
widespread in the future, we cannot assure you that our products, including the
Inter-Tel InterPrise product line and IP telephony features of the AXXESS and
ECLIPSE2 systems, will successfully compete against other market players and
attain broad market acceptance. Inter-Tel sold 83% of Inter-Tel.NET, an IP
telephony provider, to Comm-Services in July 2001, and our remaining 17%
investment was subsequently converted to approximately 10% interest in Vianet
Technologies, Inc. via a merger between Comm-Services and Vianet. Accordingly,
Inter-Tel continues to maintain an investment of 10% in Inter-Tel.NET through
Vianet. Accordingly, our financial condition will be adversely affected if the
Inter-Tel.NET/Vianet business is unsuccessful.

     Moreover, the adoption of packet-switched voice networks generally requires
the acceptance of a new way of exchanging information. In particular,
enterprises that have already invested substantial resources in other means of
communicating information may be reluctant or slow to adopt a new approach to
communications. If the market for IP network voice communications fails to
develop or develops more slowly than we anticipate, our IP network telephony
products could fail to achieve market acceptance, which in turn could
significantly harm our business, financial condition and operating results. This
growth may be inhibited by a number of factors, such as quality of
infrastructure; security concerns; equipment, software or other technology
failures; regulatory encroachments; inconsistent quality of service; poor voice
quality over IP networks as compared to circuit-switched networks; and lack of
availability of cost-effective, high-speed network capacity. Moreover, as
IP-based data communications and telephony usage grow, the infrastructure used
to support these IP networks, whether public or private, may not be able to
support the demands placed on them and their performance or reliability may
decline. The technology that allows voice and facsimile communications over the
Internet and other data networks, and the delivery of other value-added
services, is still in the early stages of development.

GOVERNMENT REGULATION OF THIRD PARTY LONG DISTANCE AND NETWORK SERVICE ENTITIES
ON WHICH WE RELY MAY HARM OUR BUSINESS.

     Our supply of telecommunications services and information depends on
several long distance carriers, RBOCs, local exchange carriers, or LECs, and
competitive local exchange carriers, or CLECs. We rely on these carriers to
provide network services to our customers and to provide us with billing
information. Long distance services are subject to extensive and uncertain
governmental regulation on both the federal and state level. We cannot assure
that the increase in regulations will not harm our business. Our current
contracts for the resale of services through long distance carriers include
multi-year periods during which we have minimum use requirements and/or costs.
The market for long distance services is experiencing, and is expected to
continue to experience significant price competition, and this may cause a
decrease in end-user rates. We cannot assure you that we will meet minimum use
commitments, that all timely or complete tariff filings will be met, that we
will be able to negotiate lower rates with carriers if end-user rates decrease
or that we will be able to extend our contracts with carriers at favorable
prices. If we are unable to secure reliable long distance and network services
from certain long distance carriers, RBOCs, LECs and CLECs, or if these entities
are unwilling or unable to provide telecommunications services and billing
information to us on favorable terms, our ability to expand our own long
distance and network services will be harmed. Carriers that provide
telecommunications services to us may also experience financial difficulties, up
to and including bankruptcies, which could harm our ability to offer
telecommunications services.

CONSOLIDATION WITHIN THE TELECOMMUNICATIONS INDUSTRY COULD INCREASE COMPETITION
AND REDUCE OUR CUSTOMER BASE.

     During the past year, there has been a trend in the telecommunications
industry towards consolidation and we expect this trend to continue as the
industry evolves. As a result of this consolidation trend, new stronger
companies may emerge that have improved financial resources, enhanced research
and development capabilities and a larger and more diverse customer base. The

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changes within the telecommunications industry may adversely affect our
business, operating results and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about our market risk disclosures involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. We are exposed to market risk
related to changes in interest rates and foreign currency exchange rates. We do
not use derivative financial instruments.

INVESTMENT PORTFOLIO. We do not use derivative financial instruments in our
non-trading investment portfolio. Inter-Tel maintains a portfolio of highly
liquid cash equivalents typically maturing in three months or less as of the
date of purchase. Inter-Tel places its investments in instruments that meet high
credit quality standards, as specified in our investment policy guidelines.
Given the short-term nature of these investments, and that we have no borrowings
outstanding other than short-term letters of credit, we are not subject to
significant interest rate risk.

LEASE PORTFOLIO. We offer to our customers lease financing and other services,
including our TotalSolutions program, through our Inter-Tel Leasing subsidiary.
We fund these programs in part through the sale to financial institutions of
rental income streams under the leases. Upon the sale of the rental income
streams, we continue to service the leases and maintain limited recourse on the
leases. We maintain reserves for loan losses on all leases based on historical
loss experience and specific account analysis. Although to date we have been
able to resell the rental streams from leases under our lease programs
profitably and on a substantially current basis, the timing and profitability of
lease resales could impact our business and operating results, particularly in
an environment of fluctuating interest rates and economic uncertainty. If we
were required to repurchase rental streams and realize losses thereon in amounts
exceeding our reserves, our operating results could be materially adversely
affected. See "Liquidity and Capital Resources" in Management's Discussion and
Analysis for more information regarding our lease portfolio and financing.

IMPACT OF FOREIGN CURRENCY RATE CHANGES. We invoice the customers of our
international subsidiaries primarily in the local currencies of our subsidiaries
for product and service revenues. Inter-Tel is exposed to foreign exchange rate
fluctuations as the financial results of foreign subsidiaries are translated
into U.S. dollars in consolidation. The impact of foreign currency rate changes
have historically been insignificant.

INTER-TEL, INCORPORATED AND SUBSIDIARIES
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved from time to time in litigation and arbitration matters
incidental to our business, and as part of normal business operations. Inter-Tel
Integrated Systems, Inc. (IISI), a wholly-owned subsidiary of Inter-Tel,
Incorporated, recently received a complaint filed in the Arizona Federal
District Court by a former reseller of Vocal'Net and Axxess products in the UK,
alleging that IISI caused monetary damages to the dealer by denying it the
ability to resell a large amount of Vocal'Net product to a specified customer.
We do not believe that we have any liability for the alleged damages to this
reseller and we are vigorously defending ourselves in this matter. If we are
found to be liable, we do not believe that we would incur any material losses as
damages.

ITEM 2. CHANGES IN SECURITIES--NOT APPLICABLE

ITEM 3. DEFAULTS ON SENIOR SECURITIES--NOT APPLICABLE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDER

The voting results of our Annual Meeting of Shareholders dated April 23, 2002
were reported in the Company's Form 10-Q filed May 14, 2002.

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<PAGE>
ITEM 5. OTHER INFORMATION

Pursuant to Rule 14a-4(c)(1) under the Securities Exchange Act of 1934, in
connection with the Company's annual meeting of shareholders, if a shareholder
of the Company fails to notify the Company at least 45 days prior to the month
and day of mailing of the prior year's proxy statement, then the proxies of
management would be allowed to use their discretionary voting authority when any
such proposal is raised at the Company's annual meeting of shareholders, without
any discussion of the matter in the proxy statement. Since the Company mailed
its proxy statement for the 2002 annual meeting of shareholders on March 25,
2002, the deadline for receipt of any such shareholder proposal for the 2003
annual meeting of shareholders is February 8, 2003.

On August 14, 2002 our Audit Committee of the Board of Directors approved the
audit and non-audit related services performed by Ernst & Young, LLP, our
independent auditors through August 14, 2002 and preapproved such services to be
performed in fiscal year 2002.

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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     Exhibits:

     Exhibit 3.1:   Articles of Incorporation, as amended (1)

     Exhibit 3.2:   By-laws, as amended (2)

     Exhibit 99.1:  Certification of Chief Executive Officer Pursuant to 18
                    U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

     Exhibit 99.2:  Certification of Chief Financial Officer Pursuant to 18
                    U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002

     (1)  Incorporated by reference to Registrant's Annual Report on Form 10-K
          for the year ended December 31, 1988 (File No. 0-10211).
     (2)  Incorporated by reference to Registrant's Annual Report on Form 10-K
          for the year ended December 31, 1995 (File No. 0-10211).

     Reports on Form 8-K: None

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                                   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.


                                        INTER-TEL, INCORPORATED


Date: August 14, 2002                   /s/ Steven G. Mihaylo
                                        ----------------------------------------
                                        Steven G. Mihaylo,
                                        Chairman of the Board,
                                        Chief Executive Officer and President


Date: August 14, 2002                   /s/ Kurt R. Kneip
                                        ----------------------------------------
                                        Kurt R. Kneip,
                                        Vice President
                                        and Chief Financial Officer

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