SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                             Vodavi Technology, Inc.
                             -----------------------
                                (Name of Issuer)

                                  Common Stock
                                  ------------
                         (Title of Class of Securities)

                                   92857V 10 2
                                   -----------
                                 (CUSIP Number)


                                Steven A. Sherman
          4757 E. Greenway Road, Suite 103-187, Phoenix, Arizona 85032
          ------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                November 3, 1998
                                ----------------
             (Date of Event which Requires Filing of This Statement)

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

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) 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).

                                  SCHEDULE 13D
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CUSIP NO. 92857V 10 2                                          Page 2 of 3 Pages
- ---------------------------------              ---------------------------------

         Other than as set forth below, there has been no material change in the
information set forth in response to the remainder of the cover page or to Items
1,2,3,5,6  and 7 of the Schedule 13D, as amended.  Accordingly,  those Items are
omitted from this Amendment No. 2.

Item 4.  Purpose of Transaction

         The  original  purpose  of  all of the  acquisitions  by the  Reporting
Person, Sherman Capital Group L.L.C. and Sherman Capital Partners L.L.C. was for
investment purposes. On August 17, 1998, the Reporting Person wrote to the Board
of Directors of Vodavi  Technology,  Inc.  (the  "Company")  to request that the
Company permit him or his agent to inspect the stock records of the Company. The
Reporting  Person's  request is stated as a demand to inspect  stock  records in
accordance with the Delaware General Corporation Law.

         This  Amendment  No. 2 to  Schedule  13D is being  filed to report  the
transmission of a letter containing a series of proposals, which are required to
be reported  under  paragraphs (a) and (d) of this Item 4, made by the Reporting
Person to the Chairman of the Board of Vodavi  Technology,  Inc. (the "Company")
on  November  3, 1998 (but dated  October 27,  1998).  In the  letter,  which is
attached as Exhibit 1 to this Amendment No. 2 and by this reference incorporated
herein,  the  Reporting  Person  asks the  Chairman of the Board to place on the
agenda for the November 16, 1998 meeting of the Company's Board of Directors all
of the proposals  included in the letter.  The proposals,  in summary,  are: (1)
that the Board  appoint the  Reporting  Person to the Board;  (2) that the Board
appoint a committee which is authorized to develop a three year business plan to
redirect Vodavi into growth sectors of the communications industry; (3) that the
Board  begin a search  for a new Chief  Executive  Officer  and  initiate  other
management  changes  necessary  to redirect  the  Company and add an  additional
member to the Board who is  capable of  assisting  the Board and  management  in
redirecting  the Company;  and (4) that the Company raise between $5 million and
$10 million in the form of equity or convertible  debt. The Reporting Person has
indicated an interest in making a private investment of undetermined size in the
Company and in securing a financial institution to invest contemporaneously.

         Except as  described  in this Item 4,  there are no plans or  proposals
required to be described in subsections  (a) through (j) of this Item 4 to which
the Reporting  Person,  Sherman Capital Group L.L.C. or Sherman Capital Partners
is a party.  However, the Reporting Person does intend to review continually the
Reporting  Person's position in the securities of the Company and may, depending
upon an  evaluation  of the  Company's  business  and  prospects as well as upon
future  developments  and upon price,  availability of shares and other factors,
determine to  increase,  decrease or  eliminate  the  position in the  Company's
securities.

- ---------------------------------              ---------------------------------
CUSIP NO. 92857V 10 2                                          Page 3 of 3 Pages
- ---------------------------------              ---------------------------------


                                    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.


Date: November 3, 1998                                  /s/ Steven A. Sherman
                                                         -----------------------
                                                             Steven A. Sherman

EX-1

Exhibit 1

October 27, 1998

Mr. William J. Hinz
Chairman of the Board
Vodavi Technology, Inc.
8300 East Raintree Road
Scottsdale, Arizona  85260

Re: Agenda for November 16 Board Meeting

Dear Bill:

         Thank you for your October 16th message. From your message I understand
that I will be  considered  for a Board  seat.  I am  providing  this memo to be
placed in your  minutes  to define  my  views.  In an effort to depart  from the
status quo and increase shareholders value, I propose the following:

         1. That the Board,  at its  November  16th  meeting,  appoint me to the
Board.

         2. I recommend a committee be appointed that is authorized to develop a
three year business plan to redirect  Vodavi into  strategies  that will make us
into a leading  communications  company, that has amongst its core technologies,
Internet, wireless and other fast growing segments.

         3.  That the  Board  begin a search  for a new CEO and  initiate  other
management  changes  necessary  to  accomplish  the above and add an  additional
member to our Board who is capable of assisting the Board and management in this
regard.

         4. I suggest that Vodavi raise $5 million to $10 million in the form of
equity  or  convertible  debt.  This  capital  raising  will  give us a  broader
distribution  of  our  stock,   create  better   liquidity  in  the  market  for
shareholders  and give us the resources  necessary to grow. I have  indicated an
interest  in making a  substantial  portion of this  investment  and in securing
other investors to complete the rest.

                                              Very truly yours,

                                              /s/ Steven A. Sherman