content: <PAGE>   1
  
  
  
  
  
        As Filed With The Securities And Exchange Commission on June 2, 1998
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
  
  
  
                            VOICE CONTROL SYSTEMS, INC.
  
                 (Exact name of issuer as specified in its charter)
  
         Delaware                                      75-1707970
   (State of incorporation)                 (I.R.S. employer identification no.)
  
    14140 Midway Road, Suite 100
            Dallas, Texas                                    75244
  (Address of principal executive office)                  (Zip code)
  
  
  
                         PureSpeech 1997 Stock Option Plan
                     PureSpeech Key Employee Stock Option Plan
                              (Full title of the plan)
  
  
     Peter J. Foster, President                         Bruce H. Hallett
    Voice Control Systems, Inc.                      Crouch & Hallett, L.L.P.
   14140 Midway Road, Suite 100                      717 N. Harwood Street
       Dallas, Texas  75244                               Suite 1400
          (972) 726-1200                              Dallas, Texas  75201
                                                         (214) 953-0053
  
  
        (Names, addresses and telephone numbers, including area codes, of agents
        for service)
  
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
  Sales to the purchasers of securities proposed to be registered hereunder will
  occur from time to time after the effective date of this Registration
  Statement.
  
  
  
                          CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <S>                     <C>               <C>                  <C>                   <C>
                                            Proposed Maximum     Proposed Maximum
  Title of Securities     Amount to be          Offering            Aggregate             Amount of
   to be Registered        Registered       Price Per Share       Offering Price       Registration Fee*
  ----------------------------------------------------------------------------------------------------- 
  
  Common Stock,
  $0.01 par value          289,704 Shs.         $3.07            $889,392              $263.00
  </TABLE>
  
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h), based on the average high and low
  prices of the registrant's Common Stock on June 1, 1998, as reported on the
  Nasdaq National Market.
  <PAGE>   2
  
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  
           The documents listed (i) through (iii) below are hereby incorporated
  by reference into this Registration Statement.  All documents subsequently
  filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           (i) The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or under the Securities Act of 1933, as amended,  (the "1933 Act"), which
  contains, either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of
  the 1934 Act since the end of the fiscal year covered by the annual reports or
  the prospectus referred to in (i) above.
  
           (iii)  The description of the registrant's Common Stock, $.01 par
  value ("Common Stock") which is contained in the Company's latest registration
  statement filed under the 1934 Act, including any amendments or reports filed
  for the purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Article VI of the registrant's Bylaws expressly directs the registrant
  to indemnify its  directors, officers, employees, or agents or any person
  serving at the request of the registrant as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust, or other
  enterprise against expenses (including attorney's fees), judgments, fines, and
  amounts paid in settlement actually and reasonably incurred in connection with
  any threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the registrant) to which such person is a party by
  virtue of such status if he acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the registrant and,
  with respect to any criminal action or proceeding, if he had no reasonable
  cause to believe his conduct was unlawful.  The termination of such action,
  suit or proceeding by judgment, order, settlement,
  
  
  
  
  
                                         2
  <PAGE>   3
  
  
  
  conviction or upon a plea of nolo contendere or its equivalent, will not create
  a presumption that such person did not act in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  registrant and, with respect to any criminal action or proceeding, that he had
  a reasonable cause to believe that his conduct was unlawful.
  
           Article VI also provides that the registrant shall indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, procure a judgment in the registrant's favor by reason of the fact
  that such person is or was a director, trustee, officer, employee or agent of
  the registrant, or is or was serving at the request of the registrant as a
  director, trustee, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorneys' fees) and amounts paid in settlement actually and
  reasonably incurred by such person in connection with the defense or settlement
  of such action or suit if such person acted in good faith and in a manner such
  person reasonably believed to be in or not opposed to the best interests of the
  registrant; however, no indemnification shall be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable
  for gross negligence or willful misconduct in the performance of such person's
  duty to the registrant unless and only to the extent, that, the court in which
  such action or suit was brought, shall determine upon application that, despite
  the adjudication of such liability, but in view of all the circumstances of the
  case, such person is fairly and reasonably entitled to the indemnity for such
  expenses as such court shall deem proper.  The termination of any action or
  suit by judgment or settlement shall not, of itself, create a presumption that
  the person did not act in good faith and in a manner which such person
  reasonably believed to be in or not opposed to the best interest of the
  registrant.
  
           The Bylaws further provide that any indemnification shall be made only
  upon a determination that such indemnification is proper under the standards
  described above.  Such  determination shall be made (i) by a majority vote of a
  quorum of the registrant's Board, or (ii) if such quorum is not obtainable, by
  a quorum of disinterested directors, or (iii) by independent legal counsel or
  (iv) by the shareholders.  If successful, in whole or in part, on the merits of
  any action, a person shall be indemnified for expenses actually and reasonably
  incurred.
  
           Expenses incurred in defending a civil or criminal action, suit or
  proceeding shall be paid by the registrant, at any time or from time to time in
  advance of the final disposition of such action, suit or proceeding upon
  receipt of any undertaking by or on behalf of the director or officer to repay
  such amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the registrant as authorized in Article VI of the Bylaws.  The
  indemnification and advancement of expenses provided by or granted pursuant to
  Article VI shall not be deemed exclusive of any other rights to which those
  indemnified or those seeking advancement of expenses provided by or granted
  pursuant to Article VI shall not be deemed exclusive or any other rights to
  which those indemnified or those seeking advancement of expenses may be
  entitled under any law, bylaw, agreement, vote of shareholders or disinterested
  directors or otherwise, both as to action in such person's official capacity
  and as to action in another capacity while holding such office and shall
  
  
  
  
                                         3
  <PAGE>   4
  
  
  
  continue as to a person who has ceased to be a director or officer and shall
  insure to the benefit of the heirs, executors and administrators of such
  person.
  
           The Certificate of Incorporation of the registrant eliminates personal
  liability of directors, to the fullest extent permitted by Delaware law, to the
  registrant and its stockholders for monetary damages for breach of fiduciary
  duty as a director.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           5              Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)          Consent of BDO Seidman LLP (filed herewith)
  
           23(b)          Consent of Crouch & Hallett, L.L.P. (included as part
                          of Exhibit 5).
  
           24             Power of Attorney (see signature page of this
                          Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
       (1)     The undersigned registrant hereby undertakes:
  
                (a)   To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement
           to:
  
                       (i) Include any prospectus required by Section 10(a)(3) of
  the 1933 Act.;
  
                       (ii) Reflect in the prospectus any facts or events which,
  individually or in the aggregate, represent a fundamental change in the
  information set forth in this registration statement;
  
                       (iii) Include any material information on the plan of
  distribution not previously disclosed in this registration statement or any
  material change to such information in this registration statement;
  
                       provided, however, that (i) and (ii) do not apply if the
  information required to be included e in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
  in this registration statement.
  
                (b)   That, for the purpose of determining any liability under
           the 1933 Act, each such post-effective amendment shall be deemed to be
           a new registration
  
  
  
  
  
                                         4
  <PAGE>   5
  
  
  
  
          statement relating to the securities offered therein, and the offering
          of such securities at the time shall be deemed to be the initial bona
          fide offering thereof; and
  
                (c)   To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
           (2)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the 1933 Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
  by reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)     Insofar as indemnification for liabilities arising under the
  1933 Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the certificate of incorporation or bylaws of the
  registrant or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
  
  
  
                                         5
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
  
           Pursuant to the requirements of the 1933 Act, the registrant certifies
  that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this registration statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Dallas and the State of Texas, on the 2nd day of June, 1998.
  
  
                                               VOICE CONTROL SYSTEMS, INC.
  
  
                                               By:/s/ Peter J. Foster           
                                               ----------------------------------
                                                   Peter J. Foster
                                                   President and Chief Executive
                                                   Officer
  
  
  
  
  
                                         6
  <PAGE>   7
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Peter J. Foster and Kim S. Terry,
  and each of them, each with full power to act without the other, his or her
  true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him or her and in his or her name, place
  and stead, in any and all capacities, to sign any or all amendments to this
  Registration Statement, and to file the same with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto each of said attorneys-in-fact and agents full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in connection therewith, as fully to all intents and
  purposes as he or she might or could do in person hereby ratifying and
  confirming that each of said attorneys-in-fact and agents or his substitutes
  may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the 1933 Act, this registration
  statement has been signed below by the following persons in the capacities and
  on June 2, 1998.
  
  <TABLE>
  <S>                                                                                  <C>
  Signatures                                                                           Date
  ----------                                                                           ----
  
  
  /s/ Neal J. Robinson                                                                 June 2, 1998
  ------------------------------------------------------------                                     
  Neal J. Robinson
  Chairman and Director
  
  
  /s/ Peter J. Foster                                                                  June 2, 1998
  ------------------------------------------------------------                                     
  Peter J. Foster
  President, Chief Executive Officer and Director
  
  
  /s/ Kim S. Terry                                                                     June 2, 1998
  ------------------------------------------------------------                                     
  Kim S. Terry
  Vice President Finance and Corporate Secretary
  (Principal Financial and Accounting Officer)
  
  
  /s/ Melvyn J. Goodman                                                                June 2, 1998
  ------------------------------------------------------------                                     
  Melvyn J. Goodman
  Director
  
  
  /s/ John Lucas-Tooth                                                                 June 2, 1998
  ------------------------------------------------------------                                     
  John Lucas-Tooth
  Director
  
  
  /s/ John Torkelsen                                                                   June 2, 1998
  ------------------------------------------------------------                                     
  John B. Torkelsen
  Director
  </TABLE>
  
  
  
  
  
                                         7
  <PAGE>   8
  
  
  
                                 INDEX TO EXHIBITS
  
  
            5      Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)   Consent of BDO Seidman (filed herewith)
  
           23(b)   Consent of Crouch & Hallett, L.L.P. (included as part of
                   Exhibit 5).
  
           24      Power of Attorney (see signature page of this Registration
                   Statement)
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18171}]
metadata_filer: {"company-data": {"conformed-name": "VOICE CONTROL SYSTEMS INC /DE/", "cik": "0000350899", "assigned-sic": "3577", "irs-number": "751707970", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55833", "film-number": "98641256"}, "business-address": {"street1": "14140 MIDWAY RD SUITE 100", "city": "DALLAS", "state": "TX", "zip": "75244", "phone": "9727261200"}, "mail-address": {"street1": "14140 MIDWAY ROAD", "street2": "SUITE 100", "city": "DALLAS", "state": "TX", "zip": "75244"}, "former-company": {"former-conformed-name": "SCOTT INSTRUMENTS CORP", "date-changed": "19920703"}}
text: 1
  
        As Filed With The Securities And Exchange Commission on June 2, 1998
  
                                                             Registration No. 333-
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       Under
                             THE SECURITIES ACT OF 1933
  
                            VOICE CONTROL SYSTEMS, INC.
  
                 (Exact name of issuer as specified in its charter)
  
         Delaware                                      75-1707970
   (State of incorporation)                 (I.R.S. employer identification no.)
  
    14140 Midway Road, Suite 100
            Dallas, Texas                                    75244
  (Address of principal executive office)                  (Zip code)
  
                         PureSpeech 1997 Stock Option Plan
                     PureSpeech Key Employee Stock Option Plan
                              (Full title of the plan)
  
     Peter J. Foster, President                         Bruce H. Hallett
    Voice Control Systems, Inc.                      Crouch & Hallett, L.L.P.
   14140 Midway Road, Suite 100                      717 N. Harwood Street
       Dallas, Texas  75244                               Suite 1400
          (972) 726-1200                              Dallas, Texas  75201
                                                         (214) 953-0053
  
        (Names, addresses and telephone numbers, including area codes, of agents
        for service)
  
  APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLANS:
  Sales to the purchasers of securities proposed to be registered hereunder will
  occur from time to time after the effective date of this Registration
  Statement.
  
                          CALCULATION OF REGISTRATION FEE
  Proposed Maximum     Proposed Maximum
  Title of Securities     Amount to be          Offering            Aggregate             Amount of
   to be Registered        Registered       Price Per Share       Offering Price       Registration Fee*
  ----------------------------------------------------------------------------------------------------- 
  
  Common Stock,
  $0.01 par value          289,704 Shs.         $3.07            $889,392              $263.00
  * Estimated solely for purposes of calculating the registration fee, which has
  been computed in accordance with Rule 457(h), based on the average high and low
  prices of the registrant's Common Stock on June 1, 1998, as reported on the
  Nasdaq National Market.
  2
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           The documents listed (i) through (iii) below are hereby incorporated
  by reference into this Registration Statement.  All documents subsequently
  filed by the registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934 (the "1934 Act") prior to filing of a
  post-effective amendment which indicates that all securities offered have been
  sold or which deregisters all securities then remaining unsold, shall be deemed
  to be incorporated by reference herein and to be a part hereof from the date of
  filing of such documents.
  
           (i) The registrant's latest annual report filed pursuant to Section 13
  or 15(d) of the 1934 Act or the latest prospectus filed pursuant to Rule 424(b)
  or under the Securities Act of 1933, as amended,  (the "1933 Act"), which
  contains, either directly or by incorporation by reference, certified financial
  statements for the registrant's latest fiscal year for which such statements
  have been filed.
  
           (ii)  All other reports filed pursuant to Section 13(a) and 15(d) of
  the 1934 Act since the end of the fiscal year covered by the annual reports or
  the prospectus referred to in (i) above.
  
           (iii)  The description of the registrant's Common Stock, $.01 par
  value ("Common Stock") which is contained in the Company's latest registration
  statement filed under the 1934 Act, including any amendments or reports filed
  for the purpose of updating such description.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.
  
           Article VI of the registrant's Bylaws expressly directs the registrant
  to indemnify its  directors, officers, employees, or agents or any person
  serving at the request of the registrant as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust, or other
  enterprise against expenses (including attorney's fees), judgments, fines, and
  amounts paid in settlement actually and reasonably incurred in connection with
  any threatened, pending or completed action, suit or proceeding (other than an
  action by or in the right of the registrant) to which such person is a party by
  virtue of such status if he acted in good faith and in a manner reasonably
  believed to be in or not opposed to the best interests of the registrant and,
  with respect to any criminal action or proceeding, if he had no reasonable
  cause to believe his conduct was unlawful.  The termination of such action,
  suit or proceeding by judgment, order, settlement,
  
                                         2
  3
  
  conviction or upon a plea of nolo contendere or its equivalent, will not create
  a presumption that such person did not act in good faith and in a manner he
  reasonably believed to be in or not opposed to the best interests of the
  registrant and, with respect to any criminal action or proceeding, that he had
  a reasonable cause to believe that his conduct was unlawful.
  
           Article VI also provides that the registrant shall indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, procure a judgment in the registrant's favor by reason of the fact
  that such person is or was a director, trustee, officer, employee or agent of
  the registrant, or is or was serving at the request of the registrant as a
  director, trustee, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise, against expenses
  (including attorneys' fees) and amounts paid in settlement actually and
  reasonably incurred by such person in connection with the defense or settlement
  of such action or suit if such person acted in good faith and in a manner such
  person reasonably believed to be in or not opposed to the best interests of the
  registrant; however, no indemnification shall be made in respect of any claim,
  issue or matter as to which such person shall have been adjudged to be liable
  for gross negligence or willful misconduct in the performance of such person's
  duty to the registrant unless and only to the extent, that, the court in which
  such action or suit was brought, shall determine upon application that, despite
  the adjudication of such liability, but in view of all the circumstances of the
  case, such person is fairly and reasonably entitled to the indemnity for such
  expenses as such court shall deem proper.  The termination of any action or
  suit by judgment or settlement shall not, of itself, create a presumption that
  the person did not act in good faith and in a manner which such person
  reasonably believed to be in or not opposed to the best interest of the
  registrant.
  
           The Bylaws further provide that any indemnification shall be made only
  upon a determination that such indemnification is proper under the standards
  described above.  Such  determination shall be made (i) by a majority vote of a
  quorum of the registrant's Board, or (ii) if such quorum is not obtainable, by
  a quorum of disinterested directors, or (iii) by independent legal counsel or
  (iv) by the shareholders.  If successful, in whole or in part, on the merits of
  any action, a person shall be indemnified for expenses actually and reasonably
  incurred.
  
           Expenses incurred in defending a civil or criminal action, suit or
  proceeding shall be paid by the registrant, at any time or from time to time in
  advance of the final disposition of such action, suit or proceeding upon
  receipt of any undertaking by or on behalf of the director or officer to repay
  such amount if it shall ultimately be determined that he is not entitled to be
  indemnified by the registrant as authorized in Article VI of the Bylaws.  The
  indemnification and advancement of expenses provided by or granted pursuant to
  Article VI shall not be deemed exclusive of any other rights to which those
  indemnified or those seeking advancement of expenses provided by or granted
  pursuant to Article VI shall not be deemed exclusive or any other rights to
  which those indemnified or those seeking advancement of expenses may be
  entitled under any law, bylaw, agreement, vote of shareholders or disinterested
  directors or otherwise, both as to action in such person's official capacity
  and as to action in another capacity while holding such office and shall
  
                                         3
  4
  
  continue as to a person who has ceased to be a director or officer and shall
  insure to the benefit of the heirs, executors and administrators of such
  person.
  
           The Certificate of Incorporation of the registrant eliminates personal
  liability of directors, to the fullest extent permitted by Delaware law, to the
  registrant and its stockholders for monetary damages for breach of fiduciary
  duty as a director.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8.  EXHIBITS.
  
           5              Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)          Consent of BDO Seidman LLP (filed herewith)
  
           23(b)          Consent of Crouch & Hallett, L.L.P. (included as part
                          of Exhibit 5).
  
           24             Power of Attorney (see signature page of this
                          Registration Statement)
  
  ITEM 9.  UNDERTAKINGS.
  
       (1)     The undersigned registrant hereby undertakes:
  
                (a)   To file, during any period in which offers or sales are
           being made, a post-effective amendment to this registration statement
           to:
  
                       (i) Include any prospectus required by Section 10(a)(3) of
  the 1933 Act.;
  
                       (ii) Reflect in the prospectus any facts or events which,
  individually or in the aggregate, represent a fundamental change in the
  information set forth in this registration statement;
  
                       (iii) Include any material information on the plan of
  distribution not previously disclosed in this registration statement or any
  material change to such information in this registration statement;
  
                       provided, however, that (i) and (ii) do not apply if the
  information required to be included e in a post-effective amendment by those
  paragraphs is contained in periodic reports filed by the registrant pursuant to
  Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference
  in this registration statement.
  
                (b)   That, for the purpose of determining any liability under
           the 1933 Act, each such post-effective amendment shall be deemed to be
           a new registration
  
                                         4
  5
  
          statement relating to the securities offered therein, and the offering
          of such securities at the time shall be deemed to be the initial bona
          fide offering thereof; and
  
                (c)   To remove from registration by means of a post-effective
           amendment any of the securities being registered which remain unsold
           at the termination of the offering.
  
           (2)     The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the 1933 Act, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  1934 Act (and, where applicable, each filing of an employee benefit plan's
  annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated
  by reference in the registration statement shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           (3)     Insofar as indemnification for liabilities arising under the
  1933 Act may be permitted to directors, officers and controlling persons of the
  registrant pursuant to the certificate of incorporation or bylaws of the
  registrant or otherwise, the registrant has been advised that in the opinion of
  the Securities and Exchange Commission such indemnification is against public
  policy as expressed in the Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Act and will be governed by the final adjudication of such
  issue.
  
                                         5
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the 1933 Act, the registrant certifies
  that it has reasonable grounds to believe that it meets all of the requirements
  for filing on Form S-8 and has duly caused this registration statement to be
  signed on its behalf by the undersigned, thereunto duly authorized, in the City
  of Dallas and the State of Texas, on the 2nd day of June, 1998.
  
                                               VOICE CONTROL SYSTEMS, INC.
  
                                               By:/s/ Peter J. Foster           
                                               ----------------------------------
                                                   Peter J. Foster
                                                   President and Chief Executive
                                                   Officer
  
                                         6
  7
  
                                 POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
  appears below hereby constitutes and appoints Peter J. Foster and Kim S. Terry,
  and each of them, each with full power to act without the other, his or her
  true and lawful attorneys-in-fact and agents, each with full power of
  substitution and resubstitution for him or her and in his or her name, place
  and stead, in any and all capacities, to sign any or all amendments to this
  Registration Statement, and to file the same with all exhibits thereto and
  other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto each of said attorneys-in-fact and agents full power
  and authority to do and perform each and every act and thing requisite and
  necessary to be done in connection therewith, as fully to all intents and
  purposes as he or she might or could do in person hereby ratifying and
  confirming that each of said attorneys-in-fact and agents or his substitutes
  may lawfully do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the 1933 Act, this registration
  statement has been signed below by the following persons in the capacities and
  on June 2, 1998.
  Signatures                                                                           Date
  ----------                                                                           ----
  
  /s/ Neal J. Robinson                                                                 June 2, 1998
  ------------------------------------------------------------                                     
  Neal J. Robinson
  Chairman and Director
  
  /s/ Peter J. Foster                                                                  June 2, 1998
  ------------------------------------------------------------                                     
  Peter J. Foster
  President, Chief Executive Officer and Director
  
  /s/ Kim S. Terry                                                                     June 2, 1998
  ------------------------------------------------------------                                     
  Kim S. Terry
  Vice President Finance and Corporate Secretary
  (Principal Financial and Accounting Officer)
  
  /s/ Melvyn J. Goodman                                                                June 2, 1998
  ------------------------------------------------------------                                     
  Melvyn J. Goodman
  Director
  
  /s/ John Lucas-Tooth                                                                 June 2, 1998
  ------------------------------------------------------------                                     
  John Lucas-Tooth
  Director
  
  /s/ John Torkelsen                                                                   June 2, 1998
  ------------------------------------------------------------                                     
  John B. Torkelsen
  Director
  7
  8
  
                                 INDEX TO EXHIBITS
  
            5      Opinion of Crouch & Hallett, L.L.P. (filed herewith).
  
           23(a)   Consent of BDO Seidman (filed herewith)
  
           23(b)   Consent of Crouch & Hallett, L.L.P. (included as part of
                   Exhibit 5).
  
           24      Power of Attorney (see signature page of this Registration
                   Statement)