As filed with the Securities and Exchange Commission on September 11, 2001

                                                      Registration No. 333-56728







                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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



                              PREFERRED VOICE, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                                75-2440201
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

       6500 Greenville Avenue
            Suite 570
           Dallas, Texas                                        75206
(Address of principal executive offices)                      (Zip Code)



                             PREFERRED/TELECOM, INC.
                        1994 STOCK PLAN FOR INCENTIVE AND
                           NON-QUALIFIED STOCK OPTIONS
                            (Full title of the plan)


          Mary Merritt                                     Copy to:
         Vice-President                              Mark. D. Wigder, Esq.
      Preferred Voice, Inc                            Jenkens & Gilchrist,
     6500 Greenville Avenue                       A Professional Corporation
       Dallas, Texas 75206                       1445 Ross Avenue, Suite 3200
          (214) 265-9580                              Dallas, Texas  75202
 (Name, address and telephone number
including area code of agent for service)



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                            Proposed                Proposed
                                                      Amount                Maximum                 Maximum              Amount of
             Title of Class of                        to be              Offering Price            Aggregate            Registration
        Securities to be Registered              Registered(1)(2)       per Share(3)(4)       Offering Price(3)(4)         Fee(4)
------------------------------------------------------------------------------------------------------------------------------------
  <S>                                             <C>                        <C>                  <C>                    <C>

  Common Stock, $.001 par value per share         412,250 shares             $1.21                $498,822.50            $124.71
====================================================================================================================================

<FN>

         (1)      The securities to be registered  consist of 412,250 shares  reserved for issuance under the  Preferred/Telecom,
                  Inc. 1994 Stock Plan for Incentive and Non-qualified Stock Options (the "Plan").
         (2)      Pursuant to Rule 416, this registration statement is deemed to include  additional  shares of common stock
                  issuable under the terms of the Plan to prevent dilution resulting from any stock splits, stock  dividends,
                  recapitalizations and similar transactions.
         (3)      Estimated solely for the purpose of calculating the registration fee.
         (4)      Calculated pursuant to Rule 457(c) and (h).


</FN>
</TABLE>


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

-------------------

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with  Rule  428  of  the  Securities  Act  of  1933,  as  amended  (the
         "Securities  Act"), and the Note to Part I of Form S-8 and will be sent
         or  given to  participants  in the and the  Plan as  specified  by Rule
         428(b)(1) under the Securities Act.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the registrant's  Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2001 filed with the Commission on June 29, 2001;

          (2) the  registrant's  Amendment  No. 1 to the  Annual  Report on Form
10-KSB/A for the fiscal year ended March 31, 2001,  filed with the Commission on
August 10, 2001;

          (3) the  registrant's  Current  Report  on Form  8-K  filed  with  the
Commission on April 30, 2001;

          (4) the  registrant's  Current  Report  on Form  8-K  filed  with  the
Commission on May 7, 2001;

          (5) the  registrant's  Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2001 filed with the Commission on August 14, 2001; and

          (6) the  registrant's  Amendment No. 1 to the Quarterly Report on Form
10-QSB/A for the quarter ended June 30, 2001 filed with the Commission on August
20, 2001.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

     The  authorized  capital stock of Preferred  Voice,  Inc.  (the  "Company")
consists of 20,000,000 shares of common stock, par value $0.001 per share. As of
August 10, 2001, there were outstanding:

      o     15,744,571  shares  of  Company  common  stock,  held of  record  by
            approximately 2,400 stockholders;
      o     warrants to purchase 2,851,203 shares of Company common stock; and
      o     options to purchase 926,000 shares of Company common stock,  514,000
            of which are contingent upon


                                      II-1
<PAGE>

            stockholder approval of the Company's  2000 Stock Plan for Incentive
            Stock Options and Other Equity Participation.

     The  following is a summary of the  material  provisions  of the  Company's
common  stock,  stock  purchase  warrants,  registration  rights  granted by the
Company, the Company's amended certificate of incorporation and its bylaws.


Common Stock

     The holders of common  stock of the  Company  are  entitled to one vote per
share on all matters to be voted upon by the stockholders. The holders of common
stock are not entitled to receive any  dividends.  In the event of the Company's
liquidation, dissolution or winding-up, the holders of common stock are entitled
to share  ratably in all assets  remaining  after  payment of  liabilities.  The
Company's  common  stock  has  no  preemptive  or  conversion  rights  or  other
subscription  rights.  There  are  no  redemption  or  sinking  fund  provisions
applicable to the common stock of the Company.

     The board of directors has adopted,  subject to  stockholder  approval,  an
amendment to the Company's Certificate of Incorporation, as amended, to increase
the Company's  authorized shares of common stock to 50 million shares. The board
of  directors  believes  that such  amendment  is  necessary  to provide for the
flexibility  to declare  stock  splits or stock  dividends  in the  future  when
appropriate or the additional issuance of shares (in financings or acquisitions)
when  appropriate.   Aside  from  the  issuance  of  common  stock  pursuant  to
outstanding stock options and warrants,  the Company does not currently have any
plans for the issuance of additional shares of common stock.

Preferred Stock

     The Company's  certificate of incorporation  does not presently provide for
the issuance of preferred stock. The board of directors has approved, subject to
stockholder   approval,   an  amendment   to  the   Company's   Certificate   of
Incorporation,  as amended, to authorize five million shares of preferred stock.
The board of directors  believes that such amendment is necessary to provide for
the potential issuance of shares in financings or acquisitions. The Company does
not currently have any plans for the issuance of shares of preferred stock.

     The proposed amendment will allow the board of directors, without a vote of
the  stockholders,  to establish one or more series of the authorized  preferred
stock and to determine, with respect to any such series, the terms and rights of
such series. These rights include such matters as the dividend rate,  redemption
rights and prices, liquidation preferences, voting rights and conversion rights.
Although the board of directors  has no present  intention of doing so, it could
issue a series of preferred  stock that could impede the completion of a merger,
tender offer or other  takeover  attempt.  The board of directors  will make any
determination  to  issue  such  series  based  on its  judgment  as to the  best
interests of the Company and its  stockholders.  The board of  directors,  in so
acting,  could issue  preferred  stock  having  terms that would  discourage  an
acquisition  attempt  through  which an  acquiror  could be able to  change  the
composition of the board of directors.

     The proposed amendments to the Company's  Certificate of Incorporation,  as
amended,  will be  considered  by the  Company's  stockholders  at the Company's
Annual Meeting of Stockholders,  which is currently  scheduled for September 21,
2001.  Approval of each proposed  amendment requires the affirmative vote of the
holders of a majority of the shares of common stock issued and outstanding as of
the record date of the Annual Meeting.

Stock Purchase Warrants

     The Company has also issued  warrants  over the past three years at varying
exercise  prices,  in  various  amounts  and at various  times to pay  different
obligations,  to secure  additional  financing and to  compensate  employees for
their services. Generally, the warrants are immediately exercisable, usually for
a term of three to five years. The exercise price and the number of shares to be
issued  upon  exercise of the  warrant is subject to  adjustment  as a result of
stock  splits,  stock  dividends,  merger,  consolidation  or exchange of shares
pursuant  to the  terms of the  applicable  warrant  certificate.  Most of these
warrants entitle the holders to "piggyback  registration"  rights,  as set forth
below.

                                      II-2
<PAGE>

Registration Rights

         The Company has given registration  rights to the stockholders  holding
warrants for  2,760,168  shares of common  stock of the Company  pursuant to the
terms  of such  warrants.  The  registration  rights  typically  granted  in the
warrants  provide  the warrant  holder with the right to register  the resale of
such holders'  shares if the Company  proposes to register any of its securities
under the Securities Act, for a specified time period that is usually five years
from the date of grant of the warrant.  The Company  typically has agreed in the
warrant to keep the registration statement effective for at least nine months.

         In  conjunction  with the private  placement of shares of the Company's
common  stock in December 22, 1999,  the Company  agreed to file a  registration
statement  within sixty (60) days of the closing of that offering and to use its
best  efforts  to  make  such  a  registration  to be  effective.  However,  the
stockholders  in that offering  orally agreed to waive the  registration  rights
they received in that offering  while the Company  raised  additional  financing
with the assistance of Stifel, Nicolaus & Company, Incorporated ("Stifel").

         On August 24, 2000, the Company  completed a private  offering with the
assistance of Stifel.  In conjunction with that offering,  the Company specified
in its private  placement  memorandum that the purchasers of common stock issued
in that  offering  would be  entitled  to  register  the shares  underlying  the
warrants  sold in the  offering  if the Company or another  stockholder  were to
register shares of the Company's  common stock with the  Commission,  subject to
standard  limitations on such rights,  which rights are referred to as piggyback
registration  rights.  The Company also issued  warrants  with the  registration
rights specified in the preceding paragraph.

         In the  Company's  April 11, 2001 offering the Company also granted the
investors  the right to demand that the Company  register the shares sold in the
offering within a year of the date of the  subscription  agreement and piggyback
registration  rights for both the  shares  sold in the  offering  and the shares
underlying the warrants sold in the offering. The resale of the common stock and
common stock underlying the warrants issued in these three private  offerings is
being registered pursuant to the registration  statement,  as amended,  that was
filed with the Commission and was declared effective on August 23, 2001.

Additional Rights

         In the Company's  April 11, 2001 offering the Company also provided the
investors  with  antidilution  protection  until  October 11, 2001.  The Company
agreed that if it issued any shares, convertible securities, options or warrants
to any third party for a price per share or with a conversion  ratio or exercise
price, as the case may be, below $2.00, it will issue to each investor,  without
payment  of any  additional  consideration  by such  investors,  that  number of
additional  shares  of  Company  common  stock  that is equal to the  difference
between  (a)  the  total  consideration  paid by such  investor  divided  by the
consideration  per share  paid by the third  party and (b) the  number of shares
issued to such investor pursuant to the subscription  agreement.  This provision
does not apply to issuance  pursuant to bona fide stock option,  stock grant and
other employee  benefit plans. The Company has not issued any shares pursuant to
this provision at this time.

Anti-Takeover Provisions

         Delaware Anti-Takeover Law. The Company is subject to the provisions of
Section  203  of the  Delaware  General  Corporation  Law  concerning  corporate
takeovers.  This section prevents certain Delaware corporations from engaging in
a  business  combination  with any  interested  stockholder,  except  under  the
circumstances  set forth  below.  For these  purposes,  a  business  combination
includes  a merger  or sale of more  than 10% of the  Company's  assets,  and an
interested  stockholder  includes  a  stockholder  who  owns  15% or more of the
Company's  outstanding  voting stock,  as well as affiliates  and  associates of
these  persons.  Under these  provisions,  this type of business  combination is
prohibited  for three years  following the date that the  stockholder  became an
interested stockholder unless:

     o   the  transaction  in  which  such  stockholder   became  an  interested
         stockholder is approved by the board of directors prior to the date the
         interested stockholder attained such status;

     o   upon consummation of the transaction that resulted in the stockholder's
         becoming an interested stockholder, the interested stockholder owned at
         least 85% of the voting  stock of the  corporation  outstanding  at the
         time the



                                      II-3
<PAGE>

         transaction was commenced,  excluding those shares owned by persons who
         are directors and also officers; or

     o   on or subsequent to such date the business  combination  is approved by
         the board of directors and  authorized at an annual or special  meeting
         of stockholders by the affirmative  vote of at least  two-thirds of the
         outstanding   voting  stock  that  is  not  owned  by  the   interested
         stockholder.

This   statute   could   prohibit  or  delay   mergers  or  other   takeover  or
change-in-control  attempts  with respect to the Company and,  accordingly,  may
discourage attempts to acquire the Company.


Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.


Item 6.  Indemnification of Directors and Officers.

         The Company has authority under Delaware General  Corporate Law Title 8
Section 145 to indemnify its  directors and officers to the extent  provided for
in such statute.  The Company's  amended  certificate of  incorporation  permits
indemnification  of directors  and officers to the fullest  extent  permitted by
law. Delaware law provides, in part, that a corporation may indemnify a director
or officer  or other  person who was,  is, or is  threatened  to be made a named
defendant or respondent in a proceeding because the person is or was a director,
officer,  employee or agent of the  corporation,  if it is determined  that such
person:

          o         conducted himself or herself in good faith;

          o         reasonably  believed,  in the case of  conduct in his or her
                    official   capacity   as  a  director   or  officer  of  the
                    corporation,   that   his   or  her   conduct   was  in  the
                    corporation's best interests,  and, in all other cases, that
                    his  or  her  conduct  was  at  least  not  opposed  to  the
                    corporation's best interests; and

          o         in the case of any criminal  proceeding,  had no  reasonable
                    cause to believe that his or her conduct was unlawful.

     Any such person may be indemnified against expenses  (including  attorneys'
fees), judgments,  fines (including excise taxes) and amounts paid in settlement
actually  and  reasonably   incurred  by  the  person  in  connection  with  the
proceeding. If the person is found liable to the corporation, no indemnification
shall be made unless the court in which the action was brought  determines  that
the person is fairly and reasonably  entitled to indemnity in an amount that the
court will establish.

     A corporation  may also pay or reimburse  expenses  incurred by a person in
connection  with  his  appearance  as a  witness  or  other  participation  in a
proceeding  at a time when he or she is not a named  defendant or  respondent in
the proceeding.

     In addition,  the Company's amended  certificate of incorporation  provides
that the Company's directors will not be personally liable to the Company or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director, except for liability:

          o         for any  breach of the  director's  duty of  loyalty  to the
                    Company or its stockholders;

          o         for acts or  omissions  not in good  faith or which  involve
                    intentional misconduct or a knowing violation of law;

          o         for  willful or  negligent  conduct in paying  dividends  or
                    repurchasing  stock  out of other  than  lawfully  available
                    funds; or

          o         for any  transaction  from  which the  director  derives  an
                    improper personal benefit.


                                      II-4
<PAGE>




     Additionally,  if  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of directors,  then the liability of the Company's  directors shall be
limited to the fullest extent permitted by the Delaware General Corporation Law,
as amended.  The effect of these provisions is to eliminate the Company's rights
and the Company's  stockholders' rights, through stockholders'  derivative suits
on the Company's  behalf,  to recover  monetary  damages  against a director for
breach of  fiduciary  duty as a  director,  including  breaches  resulting  from
grossly  negligent  behavior,  except in the situations  described above.  These
provisions  do not limit the  liability of directors  under  federal  securities
laws.

Item 7.  Exemption from Registration Claimed.

     None.


Item 8.  Exhibits.

     (a) Exhibits.

     The following documents are filed as a part of this registration statement.


         Exhibit               Description of Exhibit

          4.1       Preferred/Telecom,  Inc.  1994 Stock Plan for  Incentive and
                    Non-qualified Stock Options

          4.2       Certificate  of  Incorporation  of  Preferred/Telecom,  Inc.
                    filed as Exhibit 3.1 to the  Registration  Statement on Form
                    S-1 (registration no. 33-92894),  and incorporated herein by
                    reference

          4.3       Bylaws of the Preferred/Telecom,  Inc., filed as Exhibit 3.4
                    to the Registration  Statement on Form S-1 (registration no.
                    33-92894), and incorporated herein by reference.

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation.

          23.1      Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in the opinion filed as Exhibit 5.1)

          23.2      Consent of Philip Vogel & Company, PC, independent auditors.

          24.1      Power of Attorney (on signature page).


                                      II-5
<PAGE>

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;

            (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; and

            (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  information  required to be included in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Company  pursuant to Section 13 or Section  15(d) of the  Exchange Act that
     are incorporated by reference in the 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; and

         (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 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.

     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 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-6
<PAGE>


                                   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 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, State of Texas, on September 11, 2001:

                                      PREFERRED VOICE, INC.


                                      By: /s/ G. Ray Miller
                                         ---------------------------------------
                                         Name: G. Ray Miller
                                         Title:  Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Mary   Merritt,   his  true  and   lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.


     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

Signature                               Capacity                                                Date
<S>                                     <C>                                                     <C>

/s/ G. Ray Miller                       Chief  Executive  Officer  and  Chairman  of the        September 11, 2001
-------------------------------         Board of Directors (Principal Executive Officer)
G. Ray Miller

/s/ Mary G. Merritt                     Director,   Vice   President   of  Finance   and        September 11, 2001
-------------------------------         Secretary/Treasurer   (Principal  Financial  and
Mary G. Merritt                         Accounting Officer)


/s/ Scott V. Ogilvie                    Director                                                September 11, 2001
-------------------------------
Scott V. Ogilvie

                                        Director                                                September __, 2001
-------------------------------
Gerard Hallaren
</TABLE>


                                      II-7
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number          Document Description
-------         --------------------

4.1           Preferred/Telecom,   Inc.   1994  Stock  Plan  for  Incentive  and
              Non-qualified Stock Options.

4.2           Certificate of Incorporation of  Preferred/Telecom,  Inc. filed as
              Exhibit   3.1  to  the   Registration   Statement   on  Form   S-1
              (registration no. 33-92894), and incorporated herein by reference.

4.3           Bylaws of the Preferred/Telecom, Inc., filed as Exhibit 3.4 to the
              Registration  Statement on Form S-1  (registration  no. 33-92894),
              and incorporated herein by reference.

5.1           Opinion of Jenkens & Gilchrist, a Professional Corporation.

23.1          Consent  of  Jenkens  &  Gilchrist,  a  Professional   Corporation
              (included in the opinion filed as Exhibit 5.1).

23.2          Consent of Philip Vogel & Company, PC, independent auditors.

24.1          Power of Attorney (on signature page).





                                      II-8
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As filed with the Securities and Exchange Commission on September 11, 2001

                                                      Registration No. 333-56728

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                              PREFERRED VOICE, INC.
             (Exact name of registrant as specified in its charter)

      Delaware                                                75-2440201
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

       6500 Greenville Avenue
            Suite 570
           Dallas, Texas                                        75206
(Address of principal executive offices)                      (Zip Code)

                             PREFERRED/TELECOM, INC.
                        1994 STOCK PLAN FOR INCENTIVE AND
                           NON-QUALIFIED STOCK OPTIONS
                            (Full title of the plan)

          Mary Merritt                                     Copy to:
         Vice-President                              Mark. D. Wigder, Esq.
      Preferred Voice, Inc                            Jenkens & Gilchrist,
     6500 Greenville Avenue                       A Professional Corporation
       Dallas, Texas 75206                       1445 Ross Avenue, Suite 3200
          (214) 265-9580                              Dallas, Texas  75202
 (Name, address and telephone number
including area code of agent for service)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                            Proposed                Proposed
                                                      Amount                Maximum                 Maximum              Amount of
             Title of Class of                        to be              Offering Price            Aggregate            Registration
        Securities to be Registered              Registered(1)(2)       per Share(3)(4)       Offering Price(3)(4)         Fee(4)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value per share         412,250 shares             $1.21                $498,822.50            $124.71
====================================================================================================================================
(1)      The securities to be registered  consist of 412,250 shares  reserved for issuance under the  Preferred/Telecom,
                  Inc. 1994 Stock Plan for Incentive and Non-qualified Stock Options (the "Plan").
         (2)      Pursuant to Rule 416, this registration statement is deemed to include  additional  shares of common stock
                  issuable under the terms of the Plan to prevent dilution resulting from any stock splits, stock  dividends,
                  recapitalizations and similar transactions.
         (3)      Estimated solely for the purpose of calculating the registration fee.
         (4)      Calculated pursuant to Rule 457(c) and (h).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

-------------------

*        Information  required by Part I to be  contained  in the Section  10(a)
         prospectus  is omitted from the  Registration  Statement in  accordance
         with  Rule  428  of  the  Securities  Act  of  1933,  as  amended  (the
         "Securities  Act"), and the Note to Part I of Form S-8 and will be sent
         or  given to  participants  in the and the  Plan as  specified  by Rule
         428(b)(1) under the Securities Act.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

          (1) the registrant's  Annual Report on Form 10-KSB for the fiscal year
ended March 31, 2001 filed with the Commission on June 29, 2001;

          (2) the  registrant's  Amendment  No. 1 to the  Annual  Report on Form
10-KSB/A for the fiscal year ended March 31, 2001,  filed with the Commission on
August 10, 2001;

          (3) the  registrant's  Current  Report  on Form  8-K  filed  with  the
Commission on April 30, 2001;

          (4) the  registrant's  Current  Report  on Form  8-K  filed  with  the
Commission on May 7, 2001;

          (5) the  registrant's  Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2001 filed with the Commission on August 14, 2001; and

          (6) the  registrant's  Amendment No. 1 to the Quarterly Report on Form
10-QSB/A for the quarter ended June 30, 2001 filed with the Commission on August
20, 2001.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or which  deregisters  all securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

     The  authorized  capital stock of Preferred  Voice,  Inc.  (the  "Company")
consists of 20,000,000 shares of common stock, par value $0.001 per share. As of
August 10, 2001, there were outstanding:

      o     15,744,571  shares  of  Company  common  stock,  held of  record  by
            approximately 2,400 stockholders;
      o     warrants to purchase 2,851,203 shares of Company common stock; and
      o     options to purchase 926,000 shares of Company common stock,  514,000
            of which are contingent upon

                                      II-1
stockholder approval of the Company's  2000 Stock Plan for Incentive
            Stock Options and Other Equity Participation.

     The  following is a summary of the  material  provisions  of the  Company's
common  stock,  stock  purchase  warrants,  registration  rights  granted by the
Company, the Company's amended certificate of incorporation and its bylaws.

Common Stock

     The holders of common  stock of the  Company  are  entitled to one vote per
share on all matters to be voted upon by the stockholders. The holders of common
stock are not entitled to receive any  dividends.  In the event of the Company's
liquidation, dissolution or winding-up, the holders of common stock are entitled
to share  ratably in all assets  remaining  after  payment of  liabilities.  The
Company's  common  stock  has  no  preemptive  or  conversion  rights  or  other
subscription  rights.  There  are  no  redemption  or  sinking  fund  provisions
applicable to the common stock of the Company.

     The board of directors has adopted,  subject to  stockholder  approval,  an
amendment to the Company's Certificate of Incorporation, as amended, to increase
the Company's  authorized shares of common stock to 50 million shares. The board
of  directors  believes  that such  amendment  is  necessary  to provide for the
flexibility  to declare  stock  splits or stock  dividends  in the  future  when
appropriate or the additional issuance of shares (in financings or acquisitions)
when  appropriate.   Aside  from  the  issuance  of  common  stock  pursuant  to
outstanding stock options and warrants,  the Company does not currently have any
plans for the issuance of additional shares of common stock.

Preferred Stock

     The Company's  certificate of incorporation  does not presently provide for
the issuance of preferred stock. The board of directors has approved, subject to
stockholder   approval,   an  amendment   to  the   Company's   Certificate   of
Incorporation,  as amended, to authorize five million shares of preferred stock.
The board of directors  believes that such amendment is necessary to provide for
the potential issuance of shares in financings or acquisitions. The Company does
not currently have any plans for the issuance of shares of preferred stock.

     The proposed amendment will allow the board of directors, without a vote of
the  stockholders,  to establish one or more series of the authorized  preferred
stock and to determine, with respect to any such series, the terms and rights of
such series. These rights include such matters as the dividend rate,  redemption
rights and prices, liquidation preferences, voting rights and conversion rights.
Although the board of directors  has no present  intention of doing so, it could
issue a series of preferred  stock that could impede the completion of a merger,
tender offer or other  takeover  attempt.  The board of directors  will make any
determination  to  issue  such  series  based  on its  judgment  as to the  best
interests of the Company and its  stockholders.  The board of  directors,  in so
acting,  could issue  preferred  stock  having  terms that would  discourage  an
acquisition  attempt  through  which an  acquiror  could be able to  change  the
composition of the board of directors.

     The proposed amendments to the Company's  Certificate of Incorporation,  as
amended,  will be  considered  by the  Company's  stockholders  at the Company's
Annual Meeting of Stockholders,  which is currently  scheduled for September 21,
2001.  Approval of each proposed  amendment requires the affirmative vote of the
holders of a majority of the shares of common stock issued and outstanding as of
the record date of the Annual Meeting.

Stock Purchase Warrants

     The Company has also issued  warrants  over the past three years at varying
exercise  prices,  in  various  amounts  and at various  times to pay  different
obligations,  to secure  additional  financing and to  compensate  employees for
their services. Generally, the warrants are immediately exercisable, usually for
a term of three to five years. The exercise price and the number of shares to be
issued  upon  exercise of the  warrant is subject to  adjustment  as a result of
stock  splits,  stock  dividends,  merger,  consolidation  or exchange of shares
pursuant  to the  terms of the  applicable  warrant  certificate.  Most of these
warrants entitle the holders to "piggyback  registration"  rights,  as set forth
below.

                                      II-2
Registration Rights

         The Company has given registration  rights to the stockholders  holding
warrants for  2,760,168  shares of common  stock of the Company  pursuant to the
terms  of such  warrants.  The  registration  rights  typically  granted  in the
warrants  provide  the warrant  holder with the right to register  the resale of
such holders'  shares if the Company  proposes to register any of its securities
under the Securities Act, for a specified time period that is usually five years
from the date of grant of the warrant.  The Company  typically has agreed in the
warrant to keep the registration statement effective for at least nine months.

         In  conjunction  with the private  placement of shares of the Company's
common  stock in December 22, 1999,  the Company  agreed to file a  registration
statement  within sixty (60) days of the closing of that offering and to use its
best  efforts  to  make  such  a  registration  to be  effective.  However,  the
stockholders  in that offering  orally agreed to waive the  registration  rights
they received in that offering  while the Company  raised  additional  financing
with the assistance of Stifel, Nicolaus & Company, Incorporated ("Stifel").

         On August 24, 2000, the Company  completed a private  offering with the
assistance of Stifel.  In conjunction with that offering,  the Company specified
in its private  placement  memorandum that the purchasers of common stock issued
in that  offering  would be  entitled  to  register  the shares  underlying  the
warrants  sold in the  offering  if the Company or another  stockholder  were to
register shares of the Company's  common stock with the  Commission,  subject to
standard  limitations on such rights,  which rights are referred to as piggyback
registration  rights.  The Company also issued  warrants  with the  registration
rights specified in the preceding paragraph.

         In the  Company's  April 11, 2001 offering the Company also granted the
investors  the right to demand that the Company  register the shares sold in the
offering within a year of the date of the  subscription  agreement and piggyback
registration  rights for both the  shares  sold in the  offering  and the shares
underlying the warrants sold in the offering. The resale of the common stock and
common stock underlying the warrants issued in these three private  offerings is
being registered pursuant to the registration  statement,  as amended,  that was
filed with the Commission and was declared effective on August 23, 2001.

Additional Rights

         In the Company's  April 11, 2001 offering the Company also provided the
investors  with  antidilution  protection  until  October 11, 2001.  The Company
agreed that if it issued any shares, convertible securities, options or warrants
to any third party for a price per share or with a conversion  ratio or exercise
price, as the case may be, below $2.00, it will issue to each investor,  without
payment  of any  additional  consideration  by such  investors,  that  number of
additional  shares  of  Company  common  stock  that is equal to the  difference
between  (a)  the  total  consideration  paid by such  investor  divided  by the
consideration  per share  paid by the third  party and (b) the  number of shares
issued to such investor pursuant to the subscription  agreement.  This provision
does not apply to issuance  pursuant to bona fide stock option,  stock grant and
other employee  benefit plans. The Company has not issued any shares pursuant to
this provision at this time.

Anti-Takeover Provisions

         Delaware Anti-Takeover Law. The Company is subject to the provisions of
Section  203  of the  Delaware  General  Corporation  Law  concerning  corporate
takeovers.  This section prevents certain Delaware corporations from engaging in
a  business  combination  with any  interested  stockholder,  except  under  the
circumstances  set forth  below.  For these  purposes,  a  business  combination
includes  a merger  or sale of more  than 10% of the  Company's  assets,  and an
interested  stockholder  includes  a  stockholder  who  owns  15% or more of the
Company's  outstanding  voting stock,  as well as affiliates  and  associates of
these  persons.  Under these  provisions,  this type of business  combination is
prohibited  for three years  following the date that the  stockholder  became an
interested stockholder unless:

     o   the  transaction  in  which  such  stockholder   became  an  interested
         stockholder is approved by the board of directors prior to the date the
         interested stockholder attained such status;

     o   upon consummation of the transaction that resulted in the stockholder's
         becoming an interested stockholder, the interested stockholder owned at
         least 85% of the voting  stock of the  corporation  outstanding  at the
         time the

                                      II-3
transaction was commenced,  excluding those shares owned by persons who
         are directors and also officers; or

     o   on or subsequent to such date the business  combination  is approved by
         the board of directors and  authorized at an annual or special  meeting
         of stockholders by the affirmative  vote of at least  two-thirds of the
         outstanding   voting  stock  that  is  not  owned  by  the   interested
         stockholder.

This   statute   could   prohibit  or  delay   mergers  or  other   takeover  or
change-in-control  attempts  with respect to the Company and,  accordingly,  may
discourage attempts to acquire the Company.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company has authority under Delaware General  Corporate Law Title 8
Section 145 to indemnify its  directors and officers to the extent  provided for
in such statute.  The Company's  amended  certificate of  incorporation  permits
indemnification  of directors  and officers to the fullest  extent  permitted by
law. Delaware law provides, in part, that a corporation may indemnify a director
or officer  or other  person who was,  is, or is  threatened  to be made a named
defendant or respondent in a proceeding because the person is or was a director,
officer,  employee or agent of the  corporation,  if it is determined  that such
person:

          o         conducted himself or herself in good faith;

          o         reasonably  believed,  in the case of  conduct in his or her
                    official   capacity   as  a  director   or  officer  of  the
                    corporation,   that   his   or  her   conduct   was  in  the
                    corporation's best interests,  and, in all other cases, that
                    his  or  her  conduct  was  at  least  not  opposed  to  the
                    corporation's best interests; and

          o         in the case of any criminal  proceeding,  had no  reasonable
                    cause to believe that his or her conduct was unlawful.

     Any such person may be indemnified against expenses  (including  attorneys'
fees), judgments,  fines (including excise taxes) and amounts paid in settlement
actually  and  reasonably   incurred  by  the  person  in  connection  with  the
proceeding. If the person is found liable to the corporation, no indemnification
shall be made unless the court in which the action was brought  determines  that
the person is fairly and reasonably  entitled to indemnity in an amount that the
court will establish.

     A corporation  may also pay or reimburse  expenses  incurred by a person in
connection  with  his  appearance  as a  witness  or  other  participation  in a
proceeding  at a time when he or she is not a named  defendant or  respondent in
the proceeding.

     In addition,  the Company's amended  certificate of incorporation  provides
that the Company's directors will not be personally liable to the Company or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director, except for liability:

          o         for any  breach of the  director's  duty of  loyalty  to the
                    Company or its stockholders;

          o         for acts or  omissions  not in good  faith or which  involve
                    intentional misconduct or a knowing violation of law;

          o         for  willful or  negligent  conduct in paying  dividends  or
                    repurchasing  stock  out of other  than  lawfully  available
                    funds; or

          o         for any  transaction  from  which the  director  derives  an
                    improper personal benefit.

                                      II-4
Additionally,  if  the  Delaware  General  Corporation  Law is  amended  to
authorize   corporate  action  further  eliminating  or  limiting  the  personal
liability of directors,  then the liability of the Company's  directors shall be
limited to the fullest extent permitted by the Delaware General Corporation Law,
as amended.  The effect of these provisions is to eliminate the Company's rights
and the Company's  stockholders' rights, through stockholders'  derivative suits
on the Company's  behalf,  to recover  monetary  damages  against a director for
breach of  fiduciary  duty as a  director,  including  breaches  resulting  from
grossly  negligent  behavior,  except in the situations  described above.  These
provisions  do not limit the  liability of directors  under  federal  securities
laws.

Item 7.  Exemption from Registration Claimed.

     None.

Item 8.  Exhibits.

     (a) Exhibits.

     The following documents are filed as a part of this registration statement.

         Exhibit               Description of Exhibit

          4.1       Preferred/Telecom,  Inc.  1994 Stock Plan for  Incentive and
                    Non-qualified Stock Options

          4.2       Certificate  of  Incorporation  of  Preferred/Telecom,  Inc.
                    filed as Exhibit 3.1 to the  Registration  Statement on Form
                    S-1 (registration no. 33-92894),  and incorporated herein by
                    reference

          4.3       Bylaws of the Preferred/Telecom,  Inc., filed as Exhibit 3.4
                    to the Registration  Statement on Form S-1 (registration no.
                    33-92894), and incorporated herein by reference.

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation.

          23.1      Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in the opinion filed as Exhibit 5.1)

          23.2      Consent of Philip Vogel & Company, PC, independent auditors.

          24.1      Power of Attorney (on signature page).

                                      II-5
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;

            (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; and

            (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  information  required to be included in a  post-effective
     amendment by those paragraphs is contained in periodic reports filed by the
     Company  pursuant to Section 13 or Section  15(d) of the  Exchange Act that
     are incorporated by reference in the 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; and

         (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 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.

     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 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-6
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 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, State of Texas, on September 11, 2001:

                                      PREFERRED VOICE, INC.

                                      By: /s/ G. Ray Miller
                                         ---------------------------------------
                                         Name: G. Ray Miller
                                         Title:  Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   Mary   Merritt,   his  true  and   lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this registration
statement, and to file the same with all exhibits, thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every  act and thing  requisite  and  necessary  to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the  requirements  of the  Securities  Act,  this  registration
statement has been signed by the following  persons in the capacities and on the
dates indicated.
Signature                               Capacity                                                Date
/s/ G. Ray Miller                       Chief  Executive  Officer  and  Chairman  of the        September 11, 2001
-------------------------------         Board of Directors (Principal Executive Officer)
G. Ray Miller

/s/ Mary G. Merritt                     Director,   Vice   President   of  Finance   and        September 11, 2001
-------------------------------         Secretary/Treasurer   (Principal  Financial  and
Mary G. Merritt                         Accounting Officer)

/s/ Scott V. Ogilvie                    Director                                                September 11, 2001
-------------------------------
Scott V. Ogilvie

                                        Director                                                September __, 2001
-------------------------------
Gerard Hallaren
II-7
EXHIBIT INDEX

Exhibit
Number          Document Description
-------         --------------------

4.1           Preferred/Telecom,   Inc.   1994  Stock  Plan  for  Incentive  and
              Non-qualified Stock Options.

4.2           Certificate of Incorporation of  Preferred/Telecom,  Inc. filed as
              Exhibit   3.1  to  the   Registration   Statement   on  Form   S-1
              (registration no. 33-92894), and incorporated herein by reference.

4.3           Bylaws of the Preferred/Telecom, Inc., filed as Exhibit 3.4 to the
              Registration  Statement on Form S-1  (registration  no. 33-92894),
              and incorporated herein by reference.

5.1           Opinion of Jenkens & Gilchrist, a Professional Corporation.

23.1          Consent  of  Jenkens  &  Gilchrist,  a  Professional   Corporation
              (included in the opinion filed as Exhibit 5.1).

23.2          Consent of Philip Vogel & Company, PC, independent auditors.

24.1          Power of Attorney (on signature page).

                                      II-8