FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * McDonald Charles E   2. Issuer Name and Ticker or Trading Symbol INTERVOICE INC [INTV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 17811 WATERVIEW PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 05/16/2008 (Street) DALLAS, TX 75252 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/16/2008   M   1,525 (1) A $ 0 1,525 D   Common Stock 05/16/2008   F   498 D $ 5.9 1,027 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(2)

05/16/2008

M

1,525

(3)

(3)(4)

Common Stock

1,525

$ 5.9

2,754

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
McDonald Charles E 17811 WATERVIEW PARKWAY DALLAS, TX 75252			Chief Accounting Officer

Signatures

/s/ McDonald, Charles E		05/20/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Pursuant to the terms of the FY 2007 Stock Incentive Plan and Mr. McDonald?s Restricted Stock Unit Agreement, upon a not for cause termination of employment by the Company, any RSUs granted shall vest in a pro rata amount based upon the completed months of vesting service divided by the number of months between the respective grant dates and the corresponding applicable vesting dates. The number of shares shown above were granted to Mr. McDonald as of the date of termination of his employment with the Company.
(2)	Each restricted stock unit represents a contingent right to receive one share of Intervoice's common stock
(3)	Vesting will occur in three substantially equal amounts on the third business day following the earnings release for the Company's fiscal quarters ending August 31, 2008, August 31, 2009, and August 31, 2010, provided that Mr. McDonald is continuously employed by or in the service of Intervoice or its Affiliates at each vesting date.
(4)	The remainder of Mr. McDonald's RSUs will terminate in the absence of a change of control with respect to the Company within 90 days following termination of his employment.

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