<PAGE>

As filed with the Securities and Exchange Commission on June 30, 1997.
Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                        _________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            ACTIVE VOICE CORPORATION
             (Exact name of Registrant as specified in its charter)

           WASHINGTON                                          91-1235111
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                          2901 THIRD AVENUE, SUITE 500
                         SEATTLE, WASHINGTON 98121-9800
                    (Address of principal executive offices)

                            ACTIVE VOICE 401(k) PLAN
                            (Full title of the plan)

                                  JOSE S. DAVID
                             CHIEF FINANCIAL OFFICER
                          2901 THIRD AVENUE, SUITE 500
                         SEATTLE, WASHINGTON 98121-9800
                     (Name and address of agent for service)

                                 (206) 441-4700

          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED MAXIMUM       AMOUNT OF
   TITLE OF SECURITIES TO BE       AMOUNT TO           PROPOSED MAXIMUM         AGGREGATE OFFERING     REGISTRATION
         REGISTERED              BE REGISTERED   OFFERING PRICE PER SHARE(1)           PRICE              FEE(1)
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>              <C>                            <C>                    <C>
Common Stock,  no par value     100,000 shares             $ 12.5625                $ 1,256,250.00        $ 381.00
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average of
     the high and low prices for shares of the registrant's Common Stock on June
     26, 1997, as quoted by the Nasdaq National Market, which was $12.5625 per
     share.


In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.



                        Exhibit Index begins at page II-7

<PAGE>

PART II.INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

Active Voice Corporation (the "Registrant") and the Active Voice 401(k) Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed in (a) through (d) below.

     (a)  The Registrant's latest Annual Report on Form 10-K filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934, as amended 
          (the "Exchange Act"), for the Company's  fiscal year ended 
          March 31, 1997.

     (b)  The Plan's latest annual report on Form 11-K filed pursuant to Section
          15(d) of the Exchange Act for the Plan's fiscal year ended March 31,
          1997.

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the filing of the Form 10-K referred to in (a) 
          above.

     (d)  The description of the Registrant's Common Stock set forth in the
          Registration Statement on Form 8-A filed by the Registrant with the
          Securities and Exchange Commission on November 4, 1993, under Section
          12(g) of the Exchange Act

All documents filed by the Registrant pursuant to Section 13(a), 14, or 15(d) of
the Exchange Act after the date hereof 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 herein and to be 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.

None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended.  Section 5.5
of the Registrant's Restated Articles of Incorporation and Article 10 of the
Registrant's Restated Bylaws provide for indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law.  The directors and officers of the Registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to one or more liability insurance policies maintained by the
Registrant for such purpose.  The Registrant currently maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit of
$1 million.

     Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled.  Section 5.5 of the Registrants Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the Registrant and its
shareholders.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


                                      II-1
<PAGE>

ITEM 8.   EXHIBITS.

Exhibit Number
--------------
     4.1        Active Voice 401(k) Plan
     5.1        Opinion of Graham and James L.L.P./ Riddell Williams P.S.
     23.1       Consent of Graham and James L.L.P./ Riddell Williams
                P.S.(included in Exhibit 5.1)
     23.2       Consent of Ernst & Young LLP
     24.1       Power of Attorney (See page II-6 of this Registration Statement)

     The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS to qualify the Plan.

ITEM 9.   Undertakings.

     (a)  The undersigned 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 the 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 the
                       registration statement.  Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high and of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than 20 percent change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

               (iii)   To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Exchange Act 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Exchange Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange 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.


                                      II-2
<PAGE>

     (h)  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 of 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.


                                      II-3
<PAGE>

                                   SIGNATURES

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Seattle, Washington on this 23rd day of June 1997.

                         ACTIVE VOICE CORPORATION, Plan Administrator of the
                         Active Voice 401(k) Plan


                         By    /s/ Jose S. David
                              ------------------------------------
                              Jose S. David
                              Chief Financial Officer


                                      II-4
<PAGE>

     THE REGISTRANT.  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 Seattle, Washington on this 23rd day of June,
1997.

                              ACTIVE VOICE CORPORATION


                              By    /s/ Jose S. David
                                 --------------------------
                                   Jose S. David
                                   Chief Financial Officer


                                      II-5
<PAGE>

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Robert
L. Richmond and Jose S. David, or either of them, his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.

     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.

<TABLE>
<CAPTION>

          SIGNATURE                          TITLE                                     DATE
          ---------                          -----                                     ----
<S>                              <C>                                                <C>

  /s/ Robert L. Richmond         Chief Executive Officer and Chairman               June 23, 1997
---------------------------      of the Board 
  Robert L. Richmond             (Principal Executive Officer)                                   

  /s/  Robert C. Greco           Chief Technology Officer, Secretary,               June 23, 1997
---------------------------      Treasurer and Director
  Robert C. Greco                

  /s/  Jose S. David             Chief Financial Officer                            June 23, 1997
---------------------------      (Principal Financial and
  Jose S. David                  Accounting Officer)

  /s/  Tom A. Alberg             Director                                           June 23, 1997
---------------------------
  Tom A. Alberg                  

  /s/  Harold H. Kawaguchi       Director                                           June 23, 1997
---------------------------
  Harold H. Kawaguchi            
</TABLE>



                                      II-6
<PAGE>


EXHIBIT NUMBER                   EXHIBIT                                   PAGE
--------------                   -------                                   ----

     4.1            Active Voice 401(k) Plan

     5.1            Opinion of Graham and James L.L.P.
                    / Riddell Williams P.S.

     23.1           Consent of Graham and James L.L.P.
                    / Riddell Williams P.S. (included in Exhibit 5.1)

     23.2           Consent of Ernst & Young LLP

     24.1           Power of Attorney (See page II-6 of
                    this Registration Statement)



                                      II-7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16366}]
{"company-data": {"conformed-name": "ACTIVE VOICE CORP", "cik": "0000869554", "assigned-sic": "3661", "irs-number": "911235111", "state-of-incorporation": "WA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30451", "film-number": "97633529"}, "business-address": {"street1": "2901 THIRD AVE", "street2": "STE 500", "city": "SEATTLE", "state": "WA", "zip": "98121-9800", "phone": "2064414700"}, "mail-address": {"street1": "2901 THIRD AVE", "street2": "SUITE 500", "city": "SEATTLE", "state": "WA", "zip": "98121"}}
As filed with the Securities and Exchange Commission on June 30, 1997.
Registration No. 333-
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                        _________________________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            ACTIVE VOICE CORPORATION
             (Exact name of Registrant as specified in its charter)

           WASHINGTON                                          91-1235111
  (State or other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                          2901 THIRD AVENUE, SUITE 500
                         SEATTLE, WASHINGTON 98121-9800
                    (Address of principal executive offices)

                            ACTIVE VOICE 401(k) PLAN
                            (Full title of the plan)

                                  JOSE S. DAVID
                             CHIEF FINANCIAL OFFICER
                          2901 THIRD AVENUE, SUITE 500
                         SEATTLE, WASHINGTON 98121-9800
                     (Name and address of agent for service)

                                 (206) 441-4700

          (Telephone number, including area code, of agent for service)
-------------------------------------------------------------------------------------------------------------------
                                                                                PROPOSED MAXIMUM       AMOUNT OF
   TITLE OF SECURITIES TO BE       AMOUNT TO           PROPOSED MAXIMUM         AGGREGATE OFFERING     REGISTRATION
         REGISTERED              BE REGISTERED   OFFERING PRICE PER SHARE(1)           PRICE              FEE(1)
-------------------------------------------------------------------------------------------------------------------
Common Stock,  no par value     100,000 shares             $ 12.5625                $ 1,256,250.00        $ 381.00
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
(1)  The proposed maximum offering price per share and the registration fee were
     calculated in accordance with rule 457(c) and (h) based on the average of
     the high and low prices for shares of the registrant's Common Stock on June
     26, 1997, as quoted by the Nasdaq National Market, which was $12.5625 per
     share.

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

                        Exhibit Index begins at page II-7
PART II.INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

Active Voice Corporation (the "Registrant") and the Active Voice 401(k) Plan
(the "Plan") hereby incorporate by reference into this Registration Statement
the documents listed in (a) through (d) below.

     (a)  The Registrant's latest Annual Report on Form 10-K filed pursuant to
          Section 13(a) of the Securities Exchange Act of 1934, as amended 
          (the "Exchange Act"), for the Company's  fiscal year ended 
          March 31, 1997.

     (b)  The Plan's latest annual report on Form 11-K filed pursuant to Section
          15(d) of the Exchange Act for the Plan's fiscal year ended March 31,
          1997.

     (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act since the filing of the Form 10-K referred to in (a) 
          above.

     (d)  The description of the Registrant's Common Stock set forth in the
          Registration Statement on Form 8-A filed by the Registrant with the
          Securities and Exchange Commission on November 4, 1993, under Section
          12(g) of the Exchange Act

All documents filed by the Registrant pursuant to Section 13(a), 14, or 15(d) of
the Exchange Act after the date hereof 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 herein and to be 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.

None.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act (the "WBCA") authorize a court to award, or a corporation's
board of directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended.  Section 5.5
of the Registrant's Restated Articles of Incorporation and Article 10 of the
Registrant's Restated Bylaws provide for indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law.  The directors and officers of the Registrant also may be
indemnified against liability they may incur for serving in that capacity
pursuant to one or more liability insurance policies maintained by the
Registrant for such purpose.  The Registrant currently maintains a policy of
directors' and officers' liability insurance with an aggregate coverage limit of
$1 million.

     Section 23B.08.320 of the WBCA authorizes a corporation to limit a
director's liability to the corporation or its shareholders for monetary damages
for acts or omissions as a director, except in certain circumstances involving
intentional misconduct, self-dealing or illegal corporate loans or
distributions, or any transaction from which the director personally receives a
benefit in money, property or services to which the director is not legally
entitled.  Section 5.5 of the Registrants Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by Washington
law, such limitations on a director's liability to the Registrant and its
shareholders.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                      II-1
ITEM 8.   EXHIBITS.

Exhibit Number
--------------
     4.1        Active Voice 401(k) Plan
     5.1        Opinion of Graham and James L.L.P./ Riddell Williams P.S.
     23.1       Consent of Graham and James L.L.P./ Riddell Williams
                P.S.(included in Exhibit 5.1)
     23.2       Consent of Ernst & Young LLP
     24.1       Power of Attorney (See page II-6 of this Registration Statement)

     The Registrant hereby undertakes to submit the Plan and any amendment
thereto to the Internal Revenue Service ("IRS") in a timely manner and will make
all changes required by the IRS to qualify the Plan.

ITEM 9.   Undertakings.

     (a)  The undersigned 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 the 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 the
                       registration statement.  Notwithstanding the foregoing,
                       any increase or decrease in volume of securities offered
                       (if the total dollar value of securities offered would
                       not exceed that which was registered) and any deviation
                       from the low or high and of the estimated maximum
                       offering range may be reflected in the form of prospectus
                       filed with the Commission pursuant to Rule 424(b) if, in
                       the aggregate, the changes in volume and price represent
                       no more than 20 percent change in the maximum aggregate
                       offering price set forth in the "Calculation of
                       Registration Fee" table in the effective registration
                       statement;

               (iii)   To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and 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 Exchange Act 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 a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Exchange Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange 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.

                                      II-2
(h)  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 of 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.

                                      II-3
SIGNATURES

     THE PLAN.  Pursuant to the requirements of the Securities Act of 1933, the
Plan Administrator has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of
Seattle, Washington on this 23rd day of June 1997.

                         ACTIVE VOICE CORPORATION, Plan Administrator of the
                         Active Voice 401(k) Plan

                         By    /s/ Jose S. David
                              ------------------------------------
                              Jose S. David
                              Chief Financial Officer

                                      II-4
THE REGISTRANT.  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 Seattle, Washington on this 23rd day of June,
1997.

                              ACTIVE VOICE CORPORATION

                              By    /s/ Jose S. David
                                 --------------------------
                                   Jose S. David
                                   Chief Financial Officer

                                      II-5
POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Robert
L. Richmond and Jose S. David, or either of them, his attorney-in-fact, with the
power of substitution, for him in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorneys-in-fact, or
their substitute or substitutes, may do or cause to be done by virtue hereof.

     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.
SIGNATURE                          TITLE                                     DATE
          ---------                          -----                                     ----
/s/ Robert L. Richmond         Chief Executive Officer and Chairman               June 23, 1997
---------------------------      of the Board 
  Robert L. Richmond             (Principal Executive Officer)                                   

  /s/  Robert C. Greco           Chief Technology Officer, Secretary,               June 23, 1997
---------------------------      Treasurer and Director
  Robert C. Greco                

  /s/  Jose S. David             Chief Financial Officer                            June 23, 1997
---------------------------      (Principal Financial and
  Jose S. David                  Accounting Officer)

  /s/  Tom A. Alberg             Director                                           June 23, 1997
---------------------------
  Tom A. Alberg                  

  /s/  Harold H. Kawaguchi       Director                                           June 23, 1997
---------------------------
  Harold H. Kawaguchi
II-6
EXHIBIT NUMBER                   EXHIBIT                                   PAGE
--------------                   -------                                   ----

     4.1            Active Voice 401(k) Plan

     5.1            Opinion of Graham and James L.L.P.
                    / Riddell Williams P.S.

     23.1           Consent of Graham and James L.L.P.
                    / Riddell Williams P.S. (included in Exhibit 5.1)

     23.2           Consent of Ernst & Young LLP

     24.1           Power of Attorney (See page II-6 of
                    this Registration Statement)

                                      II-7