As filed with the Securities and Exchange Commission on August 30, 1996
===============================================================================
                                                     Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               --------------------
                         APPLIED VOICE TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

             Washington                            91-1190085
   (State or other jurisdiction        (I.R.S. Employer Identification No.)
 of incorporation or organization)

                              11410 N.E. 122nd Way
                           Kirkland, Washington 98034
               (Address of Principal Executive Offices)(Zip Code)

                         1989 RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                               RICHARD J. LAPORTE
                         Applied Voice Technology, Inc.
                 Chairman, President and Chief Executive Officer
      11410 N.E. 122nd Way; Kirkland, Washington 98034;(206) 820-6000
            (Name, address and telephone number of agent for service)
                              --------------------
                                    Copy to:
         CHARLES J. KATZ, JR.;Perkins Coie 1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099

                              --------------------
                         CALCULATION OF REGISTRATION FEE
- ------------  ------------ -------------  ----------- ------------------
 Title of      Number to     Proposed       Proposed
Securities      Offering     Maximum        Maximum
 to Be           Price       Aggregate      Offering       Amount of
Registered     Registered   Per Share(1)    Price(1)    Registration Fee
- ------------  ----------- --------------- ------------ -----------------
Common Stock,
par value
$.01 per
 share.          700,000       $11.94      $8,358,000       $2,883
- ------------  ----------- --------------- ------------ ------------------
- -------------------------------------------------------------------------

(1) Estimated  pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration  fee. The price per share is estimated to be $11.94
based on the  average  of the high and low  price  for the  Common  Stock in the
over-the-counter  market on August 26, 1996 as reported by the Nasdaq National
Market.

(2) Together  with an  indeterminate  number of  additional  shares which may be
necessary to adjust the number of shares  reserved for issuance  pursuant to the
1989 Restated  Stock Option Plan as the result of any future stock split,  stock
dividend or similar adjustment of the outstanding Common Stock of the Company.

<PAGE>



                                    PART II

                   INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

  (a) The Registrant's Annual Report on Form 10-K for the year ended
 December 31, 1995,

  (b) All other  reports  filed by the  Registrant  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above; and

  (c)  The  description  of  the  Registrant's  Common  Stock  contained  in the
Registration  Statement  on Form 8-A filed with the  Commission  on November 15,
1994, under Section 12 of the Exchange Act,  including any amendments or reports
filed for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 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 hereby
have been sold or which deregisters all securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  23.B.08.500  through  23B.08.600 of the  Washington  Business
Corporation  Act  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  (the
"Securities Act").  Section 10 of the Registrant's  Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.

         Section   23B.08.320  of  the  Washington   Business   Corporation  Act
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 transactions from which the
director personally  receives a benefit in money,  property or services to which
the director is not entitled.  Article 11 of the Registrant's  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.

         The Registrant has also entered into indemnity  agreements  pursuant to
which it has  agreed,  among  other  things,  to  indemnify  its  directors  and
executive officers against certain liabilities.  In addition, the Registrant has
secured an insurance  policy on behalf of its directors  and executive  officers
for any liability arising out of his or her actions in such capacity.










                                     II-1
<PAGE>


Item 8.  EXHIBITS

       Exhibit
        Number                                 Description
- ----------------------- ------------------------------------------------------
         5.1            Opinion of Perkins Coie regarding legality of the
                        Common Stock being registered

         23.1           Consent of Arthur Andersen LLP (see page II-5)

         23.2           Consent of Perkins Coie (included in opinion filed as
                        Exhibit 5.1)

         24.1           Power of Attorney (see Signature Page)

         99.1*          1989 Restated Stock Option Plan (as Restated and
                        Amended on August 4, 1995 and February 1, 1996)



     * Filed with the Commission as Appendix A to the Company's proxy statement,
dated April 16, 1996, and is incorporated herein by reference.


Item 9.  UNDERTAKINGS

 A.       The undersigned Registrant hereby undertakes:

   (1) To file  during  any  period in which  offers  or sales  are being  made,
post-effective amendment to this Registration Statement.

     (i)      To include any prospectus required by Section 10(a)(3)
                   of the Securities Act;

     (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.
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 Securities and Exchange 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; 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) above 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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

   (2) That, for the purpose of determining  any liability  under the Securities
Act, 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  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report pursuant to

                                  II-2
<PAGE>


Section  15(d) of the Exchange  Act) 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.

  C. Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.













































                                  II-3
<PAGE>


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Kirkland,  State of  Washington,  on the 30th day of
August, 1996.
                         APPLIED VOICE TECHNOLOGY, INC.


                                 Richard J. LaPorte
                         By ________________________________
                            Richard J. LaPorte
                            President and Chief Executive Officer

                           POWER OF ATTORNEY

         Each person  whose  signature  appears  below  authorizes  and appoints
Richard J. LaPorte and Roger A. Fukai, or either of them, his attorneys-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, as amended,
this  Registration  Statement has been signed below by the following  persons on
the 30th day of August, 1996 in the capacities indicated.

                    Signatures                               Title
   -------------------------------------------   -----------------------------

                                                    President, Chief Executive
                Richard J. LaPorte                  Officer and Director
      -------------------------------------        (Principal Executive Officer)
                Richard J. LaPorte

                                                    Senior Vice President of
                                                    Finance and Administration
                                                    and Chief Financial Officer
                                                    (Principal Financial and
                 Roger A. Fukai                      Accounting Officer)
      -------------------------------------
                 Roger A. Fukai

                James S. Campbell
      -------------------------------------         Director
                James S. Campbell

                 Dennis F. King
      -------------------------------------         Director
                 Dennis F. King

                Robert L. Lovely
      -------------------------------------         Director
                Robert L. Lovely

                 William L. True
      -------------------------------------         Director
                 William L. True




                                  II-4

<PAGE>





                         CONSENT OF INDEPENDENT AUDITORS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 pertaining to the Applied
Voice  Technology,  Inc.  1989  Restated  Stock  Option Plan of our report dated
January 24,  1996 with  respect to the  financial  statements  of Applied  Voice
Technology,  Inc.  included in its Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.




                                                     Arthur Andersen LLP





Seattle, Washington
August 30, 1996





















      






















                                  II-5




<PAGE>
                         INDEX TO EXHIBITS


  Exhibit                     Description
- ----------- -------------------------------------------------

    5.1      Opinion of Perkins Coie regarding legality of the
             Common Stock being registered


   23.1      Consent of Arthur Andersen LLP (See page II-5)


   23.2      Consent of Perkins Coie (included in opinion
             filed as Exhibit 5.1)


   24.1      Power of Attorney (see Signature Page)


   99.1*     1989 Restated Stock Option Plan (as Restated
             and Amended on August 4, 1995 and
             February 1, 1996)




     * Filed with the Commission as Appendix A to the Company's proxy statement,
dated April 16, 1996, and is incorporated herein by reference.




































                                  II-6
[{"type": "S-8", "sequence": "1", "description": "1989 RESTATED STOCK OPTION PLAN", "secsgml_size_bytes": 16431}]
{"company-data": {"conformed-name": "APPLIED VOICE TECHNOLOGY INC /WA/", "cik": "0000931784", "assigned-sic": "7372", "irs-number": "911190085", "state-of-incorporation": "WA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11129", "film-number": "96624092"}, "business-address": {"street1": "11410 NE 122ND WAY", "city": "KIRKLAND", "state": "WA", "zip": "98034", "phone": "2068206000"}, "mail-address": {"street1": "11410 NE 122ND WAY", "city": "KIRKLAND", "state": "WA", "zip": "98034"}}
As filed with the Securities and Exchange Commission on August 30, 1996
===============================================================================
                                                     Registration No. 333-
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               --------------------
                         APPLIED VOICE TECHNOLOGY, INC.
             (Exact name of Registrant as specified in its charter)

             Washington                            91-1190085
   (State or other jurisdiction        (I.R.S. Employer Identification No.)
 of incorporation or organization)

                              11410 N.E. 122nd Way
                           Kirkland, Washington 98034
               (Address of Principal Executive Offices)(Zip Code)

                         1989 RESTATED STOCK OPTION PLAN
                            (Full title of the plan)

                               RICHARD J. LAPORTE
                         Applied Voice Technology, Inc.
                 Chairman, President and Chief Executive Officer
      11410 N.E. 122nd Way; Kirkland, Washington 98034;(206) 820-6000
            (Name, address and telephone number of agent for service)
                              --------------------
                                    Copy to:
         CHARLES J. KATZ, JR.;Perkins Coie 1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099

                              --------------------
                         CALCULATION OF REGISTRATION FEE
- ------------  ------------ -------------  ----------- ------------------
 Title of      Number to     Proposed       Proposed
Securities      Offering     Maximum        Maximum
 to Be           Price       Aggregate      Offering       Amount of
Registered     Registered   Per Share(1)    Price(1)    Registration Fee
- ------------  ----------- --------------- ------------ -----------------
Common Stock,
par value
$.01 per
 share.          700,000       $11.94      $8,358,000       $2,883
- ------------  ----------- --------------- ------------ ------------------
- -------------------------------------------------------------------------

(1) Estimated  pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration  fee. The price per share is estimated to be $11.94
based on the  average  of the high and low  price  for the  Common  Stock in the
over-the-counter  market on August 26, 1996 as reported by the Nasdaq National
Market.

(2) Together  with an  indeterminate  number of  additional  shares which may be
necessary to adjust the number of shares  reserved for issuance  pursuant to the
1989 Restated  Stock Option Plan as the result of any future stock split,  stock
dividend or similar adjustment of the outstanding Common Stock of the Company.
PART II

                   INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents are hereby  incorporated  by reference in this
Registration Statement:

  (a) The Registrant's Annual Report on Form 10-K for the year ended
 December 31, 1995,

  (b) All other  reports  filed by the  Registrant  pursuant to Section 13(a) or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
since the end of the fiscal year covered by the Annual Report referred to in (a)
above; and

  (c)  The  description  of  the  Registrant's  Common  Stock  contained  in the
Registration  Statement  on Form 8-A filed with the  Commission  on November 15,
1994, under Section 12 of the Exchange Act,  including any amendments or reports
filed for the purpose of updating such description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 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 hereby
have been sold or which deregisters all securities covered hereby then remaining
unsold,  shall  also  be  deemed  to be  incorporated  by  reference  into  this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Sections  23.B.08.500  through  23B.08.600 of the  Washington  Business
Corporation  Act  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  (the
"Securities Act").  Section 10 of the Registrant's  Restated Bylaws provides for
indemnification of the Registrant's directors, officers, employees and agents to
the maximum extent permitted by Washington law.

         Section   23B.08.320  of  the  Washington   Business   Corporation  Act
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 transactions from which the
director personally  receives a benefit in money,  property or services to which
the director is not entitled.  Article 11 of the Registrant's  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.

         The Registrant has also entered into indemnity  agreements  pursuant to
which it has  agreed,  among  other  things,  to  indemnify  its  directors  and
executive officers against certain liabilities.  In addition, the Registrant has
secured an insurance  policy on behalf of its directors  and executive  officers
for any liability arising out of his or her actions in such capacity.

                                     II-1
Item 8.  EXHIBITS

       Exhibit
        Number                                 Description
- ----------------------- ------------------------------------------------------
         5.1            Opinion of Perkins Coie regarding legality of the
                        Common Stock being registered

         23.1           Consent of Arthur Andersen LLP (see page II-5)

         23.2           Consent of Perkins Coie (included in opinion filed as
                        Exhibit 5.1)

         24.1           Power of Attorney (see Signature Page)

         99.1*          1989 Restated Stock Option Plan (as Restated and
                        Amended on August 4, 1995 and February 1, 1996)

     * Filed with the Commission as Appendix A to the Company's proxy statement,
dated April 16, 1996, and is incorporated herein by reference.

Item 9.  UNDERTAKINGS

 A.       The undersigned Registrant hereby undertakes:

   (1) To file  during  any  period in which  offers  or sales  are being  made,
post-effective amendment to this Registration Statement.

     (i)      To include any prospectus required by Section 10(a)(3)
                   of the Securities Act;

     (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.
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 Securities and Exchange 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; 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) above 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  Exchange  Act that  are  incorporated  by
reference in this Registration Statement.

   (2) That, for the purpose of determining  any liability  under the Securities
Act, 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  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where  applicable,  each filing of an employee  benefits plan's annual
report pursuant to

                                  II-2
Section  15(d) of the Exchange  Act) 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.

  C. Insofar as indemnification for liabilities arising under the Securities Act
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 Securities 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  Securities  Act and will be  governed by the final
adjudication of such issue.

                                  II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Kirkland,  State of  Washington,  on the 30th day of
August, 1996.
                         APPLIED VOICE TECHNOLOGY, INC.

                                 Richard J. LaPorte
                         By ________________________________
                            Richard J. LaPorte
                            President and Chief Executive Officer

                           POWER OF ATTORNEY

         Each person  whose  signature  appears  below  authorizes  and appoints
Richard J. LaPorte and Roger A. Fukai, or either of them, his attorneys-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, as amended,
this  Registration  Statement has been signed below by the following  persons on
the 30th day of August, 1996 in the capacities indicated.

                    Signatures                               Title
   -------------------------------------------   -----------------------------

                                                    President, Chief Executive
                Richard J. LaPorte                  Officer and Director
      -------------------------------------        (Principal Executive Officer)
                Richard J. LaPorte

                                                    Senior Vice President of
                                                    Finance and Administration
                                                    and Chief Financial Officer
                                                    (Principal Financial and
                 Roger A. Fukai                      Accounting Officer)
      -------------------------------------
                 Roger A. Fukai

                James S. Campbell
      -------------------------------------         Director
                James S. Campbell

                 Dennis F. King
      -------------------------------------         Director
                 Dennis F. King

                Robert L. Lovely
      -------------------------------------         Director
                Robert L. Lovely

                 William L. True
      -------------------------------------         Director
                 William L. True

                                  II-4
CONSENT OF INDEPENDENT AUDITORS

     As independent public  accountants,  we hereby consent to the incorporation
by reference in the Registration Statement on Form S-8 pertaining to the Applied
Voice  Technology,  Inc.  1989  Restated  Stock  Option Plan of our report dated
January 24,  1996 with  respect to the  financial  statements  of Applied  Voice
Technology,  Inc.  included in its Annual Report on Form 10-K for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.

                                                     Arthur Andersen LLP

Seattle, Washington
August 30, 1996

      

                                  II-5
INDEX TO EXHIBITS

  Exhibit                     Description
- ----------- -------------------------------------------------

    5.1      Opinion of Perkins Coie regarding legality of the
             Common Stock being registered

   23.1      Consent of Arthur Andersen LLP (See page II-5)

   23.2      Consent of Perkins Coie (included in opinion
             filed as Exhibit 5.1)

   24.1      Power of Attorney (see Signature Page)

   99.1*     1989 Restated Stock Option Plan (as Restated
             and Amended on August 4, 1995 and
             February 1, 1996)

     * Filed with the Commission as Appendix A to the Company's proxy statement,
dated April 16, 1996, and is incorporated herein by reference.

                                  II-6