SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C.  20549

                              SCHEDULE 13D/A
                                     
                 Under the Securities Exchange Act of 1934
                                     
                            (Amendment No. 3*)
                                     

                     VOICE CONTROL SYSTEMS, INC.
_________________________________________________________________________
                          (Name of Issuer)

                    Common Stock, $.01 par value
_________________________________________________________________________
                   (Title of Class of Securities)

                             92861B100
_________________________________________________________________________
                         (CUSIP Number)

                       Dialogic Corporation
                         1515 Route 10
                   Parsippany, New Jersey  07054
_________________________________________________________________________
                (Name, Address and Telephone Number
                 of Person Authorized to Receive
                  Notices and Communications)

                        February 8, 1996
_________________________________________________________________________
          (Date of Event which Requires Filing of this Statement)

If  the  filing  person has previously filed a statement on  Schedule  l3G  to
report  the  acquisition which is the subject of this  Schedule  13D,  and  is
filing   this  schedule  because  of  Rule  13d-1(b)(3)  or  (4),  check   the
following box [ ].

Check  the  following  box if a fee is being paid with this  statement [ ].
(A fee  is  not  required  only  if the reporting person:   (1)  has  a  
previous statement  on  file reporting beneficial ownership of more than  five 
percent of  the  class  of  securities described in Item 1;   and  (2)  has  
filed  no amendment  subsequent  thereto reporting beneficial  ownership  of 
less  than five percent of such class.  See Rule 13d-7.)

Note:   Six  copies  of  this statement, including  all  exhibits,  should  be
filed  with  the  Commission.  See Rule l3d-1(a) for  other  parties  to  whom
copies are to be sent.

*The  remainder  of  this  cover page shall be  filled  out  for  a  reporting
person's  initial  filing on this form with respect to the  subject  class  of
securities,  and  for  any subsequent amendment containing  information  which
would alter disclosures provided in a prior cover page.

The  information required on the remainder of this cover page shall not  be
deemed  to  be  "filed"  for the purpose of Section 18  of  the  Securities
Exchange  Act  of 1934 ("Act") or otherwise subject to the  liabilities  of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).

CUSIP No.   9261B100


(1)  Name of Reporting Person (S.S. or I.R.S. Identification Nos. of Above
     Person):

     Dialogic Corporation                                  22-2476114
___________________________________________________________________________

(2)   Check  the  Appropriate  Box  if  a  Member  of  a  Group  (See
          Instructions):                                       (a) [ ]
                                                               (b) [ ]
___________________________________________________________________________

(3)   SEC Use Only
___________________________________________________________________________

(4)   Source of Funds (See Instructions)                        N/A
___________________________________________________________________________

(5)   Check Box if Disclosure of Legal Proceedings is Required Pursuant
      to Items 2(d) or 2(e):                                     [ ]
___________________________________________________________________________

(6)   Citizenship or Place of Organization:                     New Jersey
___________________________________________________________________________

Number of Shares        (7)   Sole Voting Power:                  2,419,482
Beneficially Owned      (8)   Shared Voting Power:                    0
by Each Reporting       (9)   Sole Dispositive Power:             2,419,482
Person With:            (10)  Shared Dispositive Power:               0
___________________________________________________________________________

(11)  Aggregate Amount Beneficially  Owned by Each Reporting  Person: 2,419,482
___________________________________________________________________________

(12)  Check if the Aggregate Amount in Row (11) Excludes
      Certain Shares (See Instructions):                                [ ]
___________________________________________________________________________

(13)  Percent of Class  Represented  by  Amount in Row (11):  36.8%
___________________________________________________________________________

(14)  Type  of Reporting Person (See Instructions):            CO
___________________________________________________________________________


                             SCHEDULE 13D/A
                             
                            AMENDMENT NO. 3** 
                                     
                  REPORTING PERSON:  DIALOGIC CORPORATION
                                     
                  ISSUER:     VOICE CONTROL SYSTEMS, INC.
                                     
                           CUSIP NO.:  92861B100


ITEM 1.     SECURITY AND ISSUER.

            Common  Stock-Voice  Control Systems, Inc.,  14140  Midway  Road,
Dallas, Texas 75244.

ITEM 2.     IDENTITY AND BACKGROUND.

            (a)       Dialogic Corporation
            (b)       1515 Route 10
                      Parsippany, New Jersey  07054
            (c)-(e)   Not applicable
            (f)       New Jersey

            EXECUTIVE OFFICERS AND DIRECTORS.

            (a)

            (1)   Nicholas Zwick, Chairman of the Board
            (2)   Howard G. Bubb, President, Chief Executive
                        Officer and Director
            (3)   John G. Alfieri, Vice President
            (4)   Kenneth J. Burkhardt, Jr., Executive Vice
                        President and Director
            (5)   Robert N. Heymann, Vice President
            (6)   Edward B. Jordan, Treasurer, Chief Financial
                        Officer, Vice President and Secretary
            (7)   John Landau, Vice President
            (8)   Samuel Liss, Vice President
            (9)  Darrayl Cannon, Vice President
           (10)  James Shinn, Director
           (11)  Masao Konomi, Director
           (12)  John N. Lemasters, Director
           (13)  Francis G. Rodgers, Director

            (b)

            The business address for all individuals is:

            1515 Route 10
            Parsippany, New Jersey  07054

        (c)  All individuals are employees of Dialogic except as follows:

            James Shinn, Senior Fellow
            Council on Foreign Relations
            58 E. 68th Street
            New York, NY  10021

            Masao Konomi, Chief Executive Officer
            Konomi, Inc.
            1-12-12 Akasaka
            Minato-ku
            Toyko 107 Japan

            John N. Lemasters, Retired
            45 Fairway Drive
            Lake Toxaway, NC  28747

            Francis G. Rodgers, Author and Lecturer
            159 Pear Tree Road
            Darien, CT  06820

            (d-e) Not applicable

            (f)    All  of the above individuals are citizens of  the  United
States except Mr. Konomi, who is a citizen of Japan.



ITEM 3.     SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

             In  September  1991, Dialogic Corporation ("Dialogic")  completed
a  series  of  agreements with a predecessor of Voice  Control  Systems,  Inc.
("VCS")  which,  in  relevant  part, and  as  amended  to  date,  resulted  in
Dialogic  acquiring a convertible promissory note in the principal  amount  of
$1,161,798.90  of  VCS  (the "Note"), which Note bears  interest  at  a  prime
rate  plus  2%.  Interest is payable on the Note on September 20 of each  year
through  maturity of the Note.  The principal is payable in  full  on  January
1,  1997.   Under  the  Note, Dialogic may convert all  or  any  part  of  the
principal  amount  plus  accrued interest outstanding into  shares  of  Common
Stock  of  VCS  at  a  rate  of one share for each  $.9188  of  principal  and
interest.  The  principal  amount of the Note is convertible,  at  that  rate,
into  1,264,474  shares  of  VCS'  Common Stock.  As  of  December  31,  1995,
accrued  interest  on  the  Note was convertible  into  an  additional  37,890
shares,  for  a total of 1,302,364 shares (i.e., 1,264,474 shares plus  37,890
shares)  of  Common  Stock  which  Dialogic has  the  right  to  acquire  upon
conversion of principal and interest on the Note as of December 31, 1995.

             In  addition, VCS' predecessor previously granted to Dialogic  an
option,  which  expires on December 31, 1998 and which  entitles  Dialogic  to
purchase  certain  shares  of  the Common Stock of  VCS  (the  "Option").  The
Option  gives  Dialogic  the right to acquire up  to  914,231  shares  of  VCS
Common Stock at an exercise price of $0.6125 per share.

             As  of  February  8,  1996, Dialogic owned an additional  202,887
shares  of  VCS  Common  Stock which it acquired upon conversion  of  interest
payable  on  the  Note  on  September 20, 1994 and 1995.  Such  202,887  share
amount  is  net  of  39,000  shares  sold  by  Dialogic  subsequent  to   such
conversion.


ITEM 4.     PURPOSE OF TRANSACTION.

             VCS  has  filed a registration statement on Form  SB-2  (No.  33-
64835),  declared  effective on February 8, 1996, describing  an  underwritten
public  offering  of  its Common Stock (the "Offering"). Dialogic  (through  a
wholly-owned  subsidiary)  is reflected in that registration  statement  as  a
selling  shareholder.  Pursuant  to  an underwriting  agreement,  executed  on
February  8, 1996 (the "Underwriting Agreement"), Dialogic agreed to  sell  in
the  Offering  (i)  its  Option and (ii) an additional 85,769  shares  of  VCS
Common   Stock  owned  by  it.   Further,  pursuant  to  the  terms   of   the
Underwriting  Agreement,  if  the underwriters exercise  their  over-allotment
option  in  full,  Dialogic will sell, upon exercise  of  such  over-allotment
option,  (i)  117,118 shares of VCS Common Stock presently  owned  by  it  and
(ii)  32,882  shares  of VCS Common Stock which it has the  right  to  acquire
upon  conversion of accrued interest under the Note. In the event that  it  is
necessary  to  convert any portion of such interest in order  to  satisfy  the
exercise  of  the  over-allotment  option, Dialogic  expects  to  convert  all
interest  accrued through December 31, 1995. Such conversion would  result  in
the  issuance  of  a total of 37,890 shares, of which 32,882 shares  would  be
available  for  sale  to the underwriters upon exercise of the  over-allotment
option  and  the  balance  of  5,008  shares  would  be  issued  directly   to
Dialogic.

             Other  than as set forth above, Dialogic has no current plans  or
proposals  with  VCS  which  would  relate  to  or  result  in  any   of   the
transactions described in Item 4 to Schedule 13D.



ITEM 5.     INTEREST AND SECURITIES OF THE ISSUER.

            (a)   Aggregate Number:  2,419,482 shares; 36.8%

                  To the best knowledge of Dialogic, none of the
individuals listed in response  to  Item  2 beneficially own  any  
securities  of VCS.

            (b)   Dialogic  has the sole power to vote and  dispose of 
the VCS securities which it beneficially owns.

            (c)   Not applicable.

            (d)   Not applicable.

            (e)   Not applicable.


ITEM  6.     CONTRACTS,  ARRANGEMENTS, UNDERSTANDINGS OR  RELATIONSHIPS  WITH
RESPECT TO SECURITIES OF THE ISSUER.

             As  a  selling  shareholder,  Dialogic  (through  a  wholly-owned
subsidiary)  executed the Underwriting Agreement. Dialogic has  also  executed
a lock-up  agreement  restricting its ability to sell  additional  shares  of
VCS Common Stock for a period of 180 days after the Offering.


ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

          The  Underwriting Agreement is incorporated herein  by  reference
to  Exhibit  1.1  to VCS' Registration Statement on Form SB-2  (No.  33-64835)
referred to herein.



ITEM 8.     SIGNATURE.

             After  reasonable  inquiry and to the best of  my  knowledge  and
belief,  I certify that the information set forth in this statement  is  true,
complete and correct.


                                          DIALOGIC CORPORATION



February 16, 1996                         By: /s/Edward B. Jordan
                                                 Edward B. Jordan
                                                 Vice   President  and  Chief
                                                 Financial Officer



Attention:  Intentional  misstatements  or  omissions  or  fact 
constitute Federal criminal violations (See 18 U.S.C. 1001).


_____________________________                                       
** Amendment  No.  2  to  this  Schedule  13D  was  the   first electronic  
amendment to  a  paper format  Schedule  13D.  Pursuant  to  Reg. 240.13d-2,
Amendment  No. 2 should have restated the  entire  text  of  those items  
which  were not being amended. The sole purpose of this  Amendment  No. 3  is 
to amend Amendment No.2 to include such restatement. Simultaneous  with the
filing of  this  Amendment  No. 3, the Reporting  Person  has  filed  an 
Amendment No. 4 disclosing a reduction in beneficial ownership