content: <PAGE>   1
       As Filed with the Securities and Exchange Commission on March 23, 1999
                                             Registration Statement No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                  INTERVOICE, INC.
               (Exact name of registrant as specified in its charter)
  
  <TABLE>
  <S>                                                      <C>
                TEXAS                                                   75-1927578
    (State or other jurisdiction                           (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
            17811 WATERVIEW PARKWAY                                        75252
                 DALLAS, TEXAS                                          (Zip Code)
   (Address of Principal Executive Offices)
  </TABLE>
  
                                     ----------
  
                       INTERVOICE, INC. 1998 STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                     ----------
  
  <TABLE>
  <S>                                                         <C>
             ROB-ROY J. GRAHAM                                          Copy to:
          CHIEF FINANCIAL OFFICER                                   DAVID E. MORRISON
               AND SECRETARY                                        THOMPSON & KNIGHT
             INTERVOICE, INC.                                  A PROFESSIONAL CORPORATION
          17811 WATERVIEW PARKWAY                                  1700 PACIFIC AVENUE
            DALLAS, TEXAS 75252                                        SUITE 3300
  (Name and address of agent for service)                          DALLAS, TEXAS 75201
                                                                       (214) 969-1700
  </TABLE>
  
                                   (972) 454-8712
                            (Telephone number, including
                          area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  
  ======================================================================================================================
          Title of                                        Proposed          Proposed Maximum            Amount
         Securities                 Amount                Maximum               Aggregate                 of
            to be                    to be             Offering Price           Offering             Registration
       Registered (1)           Registered (2)          per Unit (3)            Price (3)                 Fee
  ---------------------------------------------------------------------------------------------------------------------
  <S>                           <C>                      <C>                  <C>                     <C>        
        Common Stock,
        no par value            500,000 shares           $ 13.0625            $ 6,531,250             $ 1,816    
          per share
  ======================================================================================================================
  </TABLE>
  
  (1)  This registration statement also covers an equal number of Preferred Share
       Purchase Rights issuable pursuant to InterVoice, Inc.'s Rights Agreement,
       which rights will be transferable only with related shares of Common Stock.
  
  (2)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
       or similar transaction with respect to these shares are also being
       registered hereunder.
  
  (3)  Estimated solely for the purposes of determining the registration fee
       pursuant to Rule 457(h) on the basis of the average of the high and low
       prices for the Common Stock ($13.0625) as reported on the Nasdaq National
       Market on March 18, 1999.
  
  ================================================================================
  
  
  <PAGE>   2
  
  
  
                                       PART I
  
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registration Information and Employee Plan Annual Information.*
  
           *        Information required by Part I to be contained in the Section
                    10(a) prospectus is omitted from this Registration Statement
                    in accordance with Rule 428 under the Securities Act of 1933
                    and the Note to Part I of Form S-8.
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended February 28, 1998.
  
           (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                    ended May 31, 1998, August 31, 1998 and November 30, 1998; and
  
           (c)      The description of the Common Stock contained in the
                    Registration Statement on Form 8-A of the Company heretofore
                    filed by the Company with the Commission, including any
                    amendment or report filed for the purpose of updating such
                    description.
  
           In addition, all documents filed by the Company with the Securities and
  Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
  Securities Exchange Act of 1934 subsequent to the date of this Registration
  Statement and prior to the 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 into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not Applicable.
  
  
  <PAGE>   3
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article 2.02-1 of the Texas Business Corporation Act provides broad
  authority for Texas corporations to indemnify their directors and officers under
  certain conditions and subject to certain limitations and requires such
  indemnification in certain circumstances. Article 8.7 of the Company's Bylaws,
  which Bylaws are filed as an Exhibit to this registration statement, provide for
  the indemnification of directors and officers of the Company in certain
  circumstances, and the Company's Articles of Incorporation do not restrict the
  circumstances under which the Company is permitted or required to provide such
  indemnification, by insurance or otherwise.
  
           Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act
  permits shareholders of a Texas corporation to amend its articles of
  incorporation to provide that directors of the corporation are not liable to the
  corporation or its shareholders for monetary damages for an act or omission in
  the directors' capacity as directors, but such an amendment cannot eliminate or
  limit the liability of a director for certain types of acts or omissions set
  forth in Article 1302-7.06. Article Thirteen of the Company's Restated Articles
  of Incorporation eliminates the liability of the Company's directors for
  monetary damages to the Company and its shareholders to the extent permitted by
  Article 1302-7.06.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statute, bylaw and charter provisions referred to above and are qualified in
  their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable.
  
  Item 8.  Exhibits.
  
           The following documents are filed as exhibits to this Registration
  Statement:
  
           4.1      InterVoice, Inc. 1998 Stock Option Plan.
  
           5.1      Opinion of Thompson & Knight, P.C., regarding 500,000 shares
                    of Common Stock.
  
           23.1     Consent of independent public accountants to incorporation of
                    reports by reference.
  
           24.2     Consent of counsel (included in the opinion of Thompson &
                    Knight, P.C., filed herewith as Exhibit 5.1).
  
           99.1     Composite copy of the Bylaws of the Registrant, as currently
                    in effect (filed as Exhibit 3.2 to the Registrant's annual
                    report on Form 10-K for the fiscal year ended February 28,
                    1991 and incorporated herein by reference).
  
  
  <PAGE>   4
  
  Item 9.  Undertakings.
  
           The Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:
  
                    (i)      To include any prospectus required by section
                             10(a)(3) of the Securities Act of 1933;
  
                    (ii)     To reflect in the prospectus any facts or events
                             arising after the effective date of this Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in this Registration Statement;
                             and
  
                    (iii)    To include any material information with respect to
                             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 paragraphs (1)(i) and (1)(ii) do not apply if the
  information required to be included 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 Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment 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) To remove from registration by means of post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           (4) That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the Registrant's annual report pursuant
  to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
  incorporated by reference in this 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.
  
           (5) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, 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.
  
  
  
  <PAGE>   5
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, 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 State of Texas on the 19 day of March,
  1999.
  
                                           INTERVOICE, INC.
                                           (Registrant)
  
  
                                           By:      /s/ Daniel D. Hammond
                                                ----------------------------------
                                                Daniel D. Hammond,
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated. The undersigned persons hereby constitute
  and appoint Daniel D. Hammond and Rob-Roy J. Graham, or either of them, as our
  true and lawful attorneys-in-fact with full power to execute in our name and on
  our behalf in the capacities indicated below any and all amendments to this
  Registration Statement to be filed with the Securities and Exchange Commission
  and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do
  or cause to be done by virtue hereof.
  
  <TABLE>
  <CAPTION>
  Signature                                   Title                                            Date
  ---------                                   -----                                            ----
  
  <S>                                         <C>                                              <C>
  /s/ Daniel D. Hammond                       Chairman of the Board of Directors               March 19, 1999
  ----------------------------------          and Chief Executive Officer
  Daniel D. Hammond                           
  
  
  /s/ Rob-Roy J. Graham                       Chief Financial Officer and Secretary            March 19, 1999
  ----------------------------------          (Principal Financial Officer and 
  Rob-Roy J. Graham                           Principal Accounting Officer)    
                                              
  
  
  /s/ Joseph J. Pietropaolo                   Director                                         March 19, 1999
  ----------------------------------
  Joseph J. Pietropaolo
  
  
  /s/ George C. Platt                         Director                                         March 19, 1999
  ----------------------------------
  George C. Platt
  
  
  /s/ Grant A. Dove                           Director                                         March 19, 1999
  ----------------------------------
  Grant A. Dove
  
  
  /s/ David W. Brandenburg                    Director                                         March 19, 1999
  ----------------------------------
  David W. Brandenburg
  </TABLE>
  
  
  
  <PAGE>   6
  
  
  
                                  INDEX TO EXHIBITS
  
  
  
  <TABLE>
  <CAPTION>
        EXHIBIT NUMBER                  EXHIBIT                    
        --------------                  -------                    
  <S>                          <C>      
             4.1               InterVoice, Inc. 1998 Stock Option Plan.
  
             5.1               Opinion of Thompson & Knight, P.C., regarding 500,000 shares 
                               of Common Stock.
  
             23.1              Consent of Independent public accountants to incorporation 
                               of reports by reference.
  
             24.2              Consent of counsel (included in the opinion of Thompson & 
                               Knight,  P.C.,  filed  herewith as Exhibit 5.1).
  
             99.1              Composite  copy of the Bylaws of the  Registrant,  as
                               currently  in  effect  (filed as  Exhibit  3.2 to the
                               Registrant's annual report on Form 10-K for the
                               fiscal year ended February 28, 1991 and
                               incorporated herein by reference).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16861}]
metadata_filer: {"company-data": {"conformed-name": "INTERVOICE INC", "cik": "0000764244", "assigned-sic": "3661", "irs-number": "751927578", "state-of-incorporation": "TX", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74873", "film-number": "99570620"}, "business-address": {"street1": "17811 WATERVIEW PKWY", "city": "DALLAS", "state": "TX", "zip": "75255", "phone": "2146693988"}}
text: 1
       As Filed with the Securities and Exchange Commission on March 23, 1999
                                             Registration Statement No. 333-______
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  INTERVOICE, INC.
               (Exact name of registrant as specified in its charter)
  TEXAS                                                   75-1927578
    (State or other jurisdiction                           (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
            17811 WATERVIEW PARKWAY                                        75252
                 DALLAS, TEXAS                                          (Zip Code)
   (Address of Principal Executive Offices)
  ----------
  
                       INTERVOICE, INC. 1998 STOCK OPTION PLAN
                              (Full title of the Plan)
  
                                     ----------
  ROB-ROY J. GRAHAM                                          Copy to:
          CHIEF FINANCIAL OFFICER                                   DAVID E. MORRISON
               AND SECRETARY                                        THOMPSON & KNIGHT
             INTERVOICE, INC.                                  A PROFESSIONAL CORPORATION
          17811 WATERVIEW PARKWAY                                  1700 PACIFIC AVENUE
            DALLAS, TEXAS 75252                                        SUITE 3300
  (Name and address of agent for service)                          DALLAS, TEXAS 75201
                                                                       (214) 969-1700
  (972) 454-8712
                            (Telephone number, including
                          area code, of agent for service)
  
                           CALCULATION OF REGISTRATION FEE
  
  ======================================================================================================================
          Title of                                        Proposed          Proposed Maximum            Amount
         Securities                 Amount                Maximum               Aggregate                 of
            to be                    to be             Offering Price           Offering             Registration
       Registered (1)           Registered (2)          per Unit (3)            Price (3)                 Fee
  ---------------------------------------------------------------------------------------------------------------------
  Common Stock,
        no par value            500,000 shares           $ 13.0625            $ 6,531,250             $ 1,816    
          per share
  ======================================================================================================================
  (1)  This registration statement also covers an equal number of Preferred Share
       Purchase Rights issuable pursuant to InterVoice, Inc.'s Rights Agreement,
       which rights will be transferable only with related shares of Common Stock.
  
  (2)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
       or similar transaction with respect to these shares are also being
       registered hereunder.
  
  (3)  Estimated solely for the purposes of determining the registration fee
       pursuant to Rule 457(h) on the basis of the average of the high and low
       prices for the Common Stock ($13.0625) as reported on the Nasdaq National
       Market on March 18, 1999.
  
  ================================================================================
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  Item 1.  Plan Information.*
  
  Item 2.  Registration Information and Employee Plan Annual Information.*
  
           *        Information required by Part I to be contained in the Section
                    10(a) prospectus is omitted from this Registration Statement
                    in accordance with Rule 428 under the Securities Act of 1933
                    and the Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by the Registrant with the Securities and
  Exchange Commission are incorporated by reference in this Registration
  Statement:
  
           (a)      The Company's Annual Report on Form 10-K for the fiscal year
                    ended February 28, 1998.
  
           (b)      The Company's Quarterly Reports on Form 10-Q for the quarters
                    ended May 31, 1998, August 31, 1998 and November 30, 1998; and
  
           (c)      The description of the Common Stock contained in the
                    Registration Statement on Form 8-A of the Company heretofore
                    filed by the Company with the Commission, including any
                    amendment or report filed for the purpose of updating such
                    description.
  
           In addition, all documents filed by the Company with the Securities and
  Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
  Securities Exchange Act of 1934 subsequent to the date of this Registration
  Statement and prior to the 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 into this
  Registration Statement and to be a part hereof from the date of filing of such
  documents.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not Applicable.
  3
  
  Item 6.  Indemnification of Directors and Officers.
  
           Article 2.02-1 of the Texas Business Corporation Act provides broad
  authority for Texas corporations to indemnify their directors and officers under
  certain conditions and subject to certain limitations and requires such
  indemnification in certain circumstances. Article 8.7 of the Company's Bylaws,
  which Bylaws are filed as an Exhibit to this registration statement, provide for
  the indemnification of directors and officers of the Company in certain
  circumstances, and the Company's Articles of Incorporation do not restrict the
  circumstances under which the Company is permitted or required to provide such
  indemnification, by insurance or otherwise.
  
           Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act
  permits shareholders of a Texas corporation to amend its articles of
  incorporation to provide that directors of the corporation are not liable to the
  corporation or its shareholders for monetary damages for an act or omission in
  the directors' capacity as directors, but such an amendment cannot eliminate or
  limit the liability of a director for certain types of acts or omissions set
  forth in Article 1302-7.06. Article Thirteen of the Company's Restated Articles
  of Incorporation eliminates the liability of the Company's directors for
  monetary damages to the Company and its shareholders to the extent permitted by
  Article 1302-7.06.
  
           The foregoing summaries are necessarily subject to the complete text of
  the statute, bylaw and charter provisions referred to above and are qualified in
  their entirety by reference thereto.
  
  Item 7.  Exemption from Registration Claimed.
  
           Not Applicable.
  
  Item 8.  Exhibits.
  
           The following documents are filed as exhibits to this Registration
  Statement:
  
           4.1      InterVoice, Inc. 1998 Stock Option Plan.
  
           5.1      Opinion of Thompson & Knight, P.C., regarding 500,000 shares
                    of Common Stock.
  
           23.1     Consent of independent public accountants to incorporation of
                    reports by reference.
  
           24.2     Consent of counsel (included in the opinion of Thompson &
                    Knight, P.C., filed herewith as Exhibit 5.1).
  
           99.1     Composite copy of the Bylaws of the Registrant, as currently
                    in effect (filed as Exhibit 3.2 to the Registrant's annual
                    report on Form 10-K for the fiscal year ended February 28,
                    1991 and incorporated herein by reference).
  4
  
  Item 9.  Undertakings.
  
           The Registrant hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
  a post-effective amendment to this Registration Statement:
  
                    (i)      To include any prospectus required by section
                             10(a)(3) of the Securities Act of 1933;
  
                    (ii)     To reflect in the prospectus any facts or events
                             arising after the effective date of this Registration
                             Statement (or the most recent post-effective
                             amendment thereof) which, individually or in the
                             aggregate, represent a fundamental change in the
                             information set forth in this Registration Statement;
                             and
  
                    (iii)    To include any material information with respect to
                             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 paragraphs (1)(i) and (1)(ii) do not apply if the
  information required to be included 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 Securities Exchange Act of 1934 that are
  incorporated by reference in this Registration Statement.
  
           (2) That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment 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) To remove from registration by means of post-effective amendment
  any of the securities being registered which remain unsold at the termination of
  the offering.
  
           (4) That, for purposes of determining any liability under the
  Securities Act of 1933, each filing of the Registrant's annual report pursuant
  to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
  incorporated by reference in this 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.
  
           (5) Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, 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
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, 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 State of Texas on the 19 day of March,
  1999.
  
                                           INTERVOICE, INC.
                                           (Registrant)
  
                                           By:      /s/ Daniel D. Hammond
                                                ----------------------------------
                                                Daniel D. Hammond,
                                                Chairman of the Board of Directors
                                                and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated. The undersigned persons hereby constitute
  and appoint Daniel D. Hammond and Rob-Roy J. Graham, or either of them, as our
  true and lawful attorneys-in-fact with full power to execute in our name and on
  our behalf in the capacities indicated below any and all amendments to this
  Registration Statement to be filed with the Securities and Exchange Commission
  and hereby ratify and confirm all that such attorneys-in-fact shall lawfully do
  or cause to be done by virtue hereof.
  Signature                                   Title                                            Date
  ---------                                   -----                                            ----
  /s/ Daniel D. Hammond                       Chairman of the Board of Directors               March 19, 1999
  ----------------------------------          and Chief Executive Officer
  Daniel D. Hammond                           
  
  /s/ Rob-Roy J. Graham                       Chief Financial Officer and Secretary            March 19, 1999
  ----------------------------------          (Principal Financial Officer and 
  Rob-Roy J. Graham                           Principal Accounting Officer)    
                                              
  
  /s/ Joseph J. Pietropaolo                   Director                                         March 19, 1999
  ----------------------------------
  Joseph J. Pietropaolo
  
  /s/ George C. Platt                         Director                                         March 19, 1999
  ----------------------------------
  George C. Platt
  
  /s/ Grant A. Dove                           Director                                         March 19, 1999
  ----------------------------------
  Grant A. Dove
  
  /s/ David W. Brandenburg                    Director                                         March 19, 1999
  ----------------------------------
  David W. Brandenburg
  6
  
                                  INDEX TO EXHIBITS
  EXHIBIT NUMBER                  EXHIBIT                    
        --------------                  -------
  4.1               InterVoice, Inc. 1998 Stock Option Plan.
  
             5.1               Opinion of Thompson & Knight, P.C., regarding 500,000 shares 
                               of Common Stock.
  
             23.1              Consent of Independent public accountants to incorporation 
                               of reports by reference.
  
             24.2              Consent of counsel (included in the opinion of Thompson & 
                               Knight,  P.C.,  filed  herewith as Exhibit 5.1).
  
             99.1              Composite  copy of the Bylaws of the  Registrant,  as
                               currently  in  effect  (filed as  Exhibit  3.2 to the
                               Registrant's annual report on Form 10-K for the
                               fiscal year ended February 28, 1991 and
                               incorporated herein by reference).