As filed with the Securities and Exchange Commission on September 1, 1999.

                                                                   File No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                               VIALOG Corporation
             (Exact name of registrant as specified in its charter)
                              ---------------------
        MASSACHUSETTS                                   04-3305282
(State or other jurisdiction of           (I.R.S Employer Identification Number)
incorporation or organization)
                              ---------------------

                         35 New England Business Center
                                    Suite 160
                          Andover, Massachusetts 01810
                    (Address of Principal Executive Offices)
                              ---------------------

                               VIALOG CORPORATION
                                 1999 Stock Plan
                            (Full title of the plan)
                              ---------------------

                                   KIM MAYYASI
                      President and Chief Executive Officer
                               VIALOG CORPORATION
                    35 New England Business Center, Suite 160
                          Andover, Massachusetts 01810
                     (Name and address of agent for service)

                                 (978) 975-3700
          (Telephone number, including area code, of agent for service)
                              ---------------------

                                    Copy to:
                              DAVID L. LOUGEE, ESQ.
                    Mirick, O'Connell, DeMallie & Lougee, LLP
                              1700 BankBoston Tower
                                100 Front Street
                       Worcester, Massachusetts 01608-1477
                                 (508) 791-8500
<PAGE>
<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed maximum           Proposed
          Title of securities               Amount to      offering price per     maximum aggregate               Amount of
            to be registered                    be             share (4)            offering price            registration fee
                                          registered(1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                   <C>                 <C>                            <C>
Common Stock, $.01 par value...........     317,500(2)           $3.29               $1,044,857.50                  $  290.47
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...........   1,182,500(3)           $3.28               $3,878,600.00                  $1,078.25
====================================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(b),  this Registration  Statement also relates to such
     indeterminate  number  of  shares  as  may  be  necessary  to  satisfy  the
     antidilution provisions of the 1999 Stock Plan (the "Option Plan") to which
     this Registration Statement relates.

(2)  Represents all shares  reserved for issuance upon exercise of options under
     the Option Plan which are currently outstanding.

(3)  Represents  all shares  reserved  for  issuance  upon  exercise  of options
     reserved for grant under the Option Plan.

(4)  The  proposed  maximum  offering  price per  share of Common  Stock and the
     proposed  maximum  aggregate  offering price are calculated  solely for the
     purpose of determining the  registration fee pursuant to Rule 457(h) of the
     Securities  Act of 1933.  With respect to 317,500 shares of Common Stock as
     to  which  outstanding  options  were  granted  prior  to the  date of this
     Registration  Statement,  the  registration  fee is based  on the  weighted
     average  exercise price per share of $3.29.  With respect to the balance of
     1,182,500 shares being  registered,  the fee is based upon a price of $3.28
     per  share,  which is the  average of the high and low prices of the Common
     Stock on August 30, 1999 as quoted on the Nasdaq National Market.

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         VIALOG   Corporation  (the   "Registrant"  or  the  "Company")   hereby
incorporates by reference the following documents:

         (a) The Company's Annual Report on Form 10-K, File No.  333-22585,  for
the fiscal  year  ended  December  31,  1998 as filed  with the  Securities  and
Exchange Commission on March 31, 1999.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's Registration  Statement on Form S-1, File No. 333-53395,  filed on May
22,  1998,  as amended on July 8, 1998;  July 27,  1998;  December  31, 1998 and
January 8, 1999.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Age of 1934 and prior to
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part thereof from the date of filing of such documents.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be  passed  upon for the  Company  by  Mirick,  O'Connell,
DeMallie & Lougee, LLP, Worcester,  Massachusetts. David L. Lougee, a partner in
such firm,  is a director of the  Company.  Partners and  associates  of Mirick,
O'Connell,  DeMallie  & Lougee,  LLP own an  aggregate  of 68,000  shares of the
Company's Common Stock and hold options to acquire an additional  25,000 shares,
8,678 of which may be exercised as of August 1, 1999.
<PAGE>

Item 6.       Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the  Massachusetts  General  Laws, or the
Massachusetts   Business  Corporation  Law  (the  "MBCL"),   provides  that  the
indemnification  of  directors,   officers,  employees  or  other  agents  of  a
corporation  and  persons  who  serve at its  request  as  directors,  officers,
employees or other agents of another  organization,  or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever  extent shall be specified in or  authorized  by (i) the articles of
organization  or (ii) a  by-law  adopted  by the  stockholders  or  (iii) a vote
adopted by the holders of a majority of the shares of stock  entitled to vote on
the election of  directors.  Except as the articles of  organization  or by-laws
otherwise  require,  indemnification of any persons who are not directors of the
corporation  may be provided by it to the extent  authorized  by the  directors.
Such indemnification may include payment by the corporation of expenses incurred
in defending a civil or criminal  action or  proceeding  in advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay  such  payment  if he shall be  adjudicated  to be
entitled to indemnification, which undertaking may be accepted without reference
to  the  financial   ability  of  such  person  to  make  repayment.   Any  such
indemnification  may be provided  although  the person to be  indemnified  is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan. Section 67 further provides that no indemnification  shall be provided for
any person with respect to any matter as to which he shall have been adjudicated
in any proceeding not to have acted in good faith in the reasonable  belief that
his action was in the best  interest  of the  corporation  or to the extent that
such matter relates to service with respect to any employee benefit plan, in the
best interest of the  participants  or  beneficiaries  of such employee  benefit
plan.

         Article VI of the Company's Articles of Organization  provides that the
Company shall, to the fullest extent  permitted by the laws of the  Commonwealth
of Massachusetts,  indemnify each person who is, or shall have been, a director,
officer,  employee  or agent of the  Company,  or who is  serving  or shall have
served,  at the  request  of the  Company,  as  director  or  officer of another
organization or in any capacity with respect to any employee benefit plan of the
Company,  against all  liabilities  and expenses  (including  judgments,  fines,
penalties,  amounts paid or to be paid in settlement and  reasonable  attorney's
fees) imposed upon or incurred by any such person in connection  with or arising
out of claims made,  or any action,  suit or  proceeding  threatened  or brought
against  him or in which he may be  involved  by reason of any  action  taken or
omitted by him as a director,  officer, employee or agent, or as a result of any
service with respect to any such employee benefit plan.
<PAGE>

         Section  13(b)(1 1/2) of Chapter 156B of the MBCL permits a corporation
to include in its articles of  organization a provision  eliminating or limiting
the personal  liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision  shall not  eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law,  (iii) under Section 61 or 62 of the
MBCL  (relating to unlawful  payment of dividends,  unlawful  stock purchase and
redemption  and loans to  insiders) or (iv) for any  transaction  from which the
director  derived an  improper  personal  benefit.  Article VI of the  Company's
Articles of  Organization  provides  that the Company's  directors  shall not be
liable to the Company or its  stockholders  for  monetary  damages for breach of
fiduciary duty as a director,  except in the circumstances that are set forth in
the MBCL.

         The  effect of these  provisions  is to permit  indemnification  by the
Company for, among other liabilities,  liabilities arising out of the Securities
Act.

         Section 67 of the MBCL also  affords a  Massachusetts  corporation  the
power to obtain  insurance  on  behalf of its  directors  and  officers  against
liabilities  incurred  by  them  in  those  capacities.  The  Company  currently
maintains a $5,000,000 Directors and Officers Liability Insurance Policy.

Item 7.       Exemption from Registration Claimed.

              Not Applicable.

Item 8.       Exhibits.
<TABLE>
<CAPTION>
Exhibit Number                                         Description
--------------                                         -----------
<S>             <C>
     4.1        Restated  Articles of  Organization of the Company  (incorporated  by reference to Exhibit
                3.1 of the Company's Registration Statement on Form S-4 (File No. 333-44041)

     4.2        Amended and Restated  By-Laws of the Company  (incorporated by reference to Exhibit 3.2 of
                the Company's Registration Statement on Form S-4 (File No. 333-44041)

     4.3        1999 Stock Plan

     5.1        Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP

     23.1       Consent of KPMG LLP, Independent Certified Public Accountants

     23.2       Consent of Mirick, O'Connell, DeMallie & Lougee, LLP (included in Exhibit 5.1)

      24        Power of Attorney (included on signature pages)
</TABLE>
<PAGE>
Item 9.       Undertakings.

              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 of 1933;

                  (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  (l)(i)  and  (l)(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 Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) 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.
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
<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
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 Town of Andover,  Commonwealth of Massachusetts on August 31,
1999.

                                      VIALOG Corporation



                                      By: /s/Kim Mayyasi
                                          ---------------
                                          Kim Mayyasi,
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that VIALOG CORPORATION,  a corporation
organized   under  the  laws  of  the   Commonwealth   of   Massachusetts   (the
"Corporation"),  and the undersigned  officers and directors of the Corporation,
individually and in their respective  capacities  indicated below,  hereby make,
constitute  and  appoint  KIM  MAYYASI  and JOHN J. DION its and their  true and
lawful  attorneys,  their separate or joint signatures  sufficient to bind, with
power of substitution,  to execute, deliver and file in its or their behalf, and
in each person's  respective  capacity or  capacities  as shown below,  with the
Securities  and  Exchange  Commission  (or any other  governmental  authority) a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
any  amendments  to and any and all documents in support of or  supplemental  to
said  registration  statement  by the  Corporation  and each said person  hereby
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever as any one of said  attorneys may deem necessary
or  advisable to carry out the full intent of this Power of Attorney to the same
extent and with the same effect as the Corporation or the  undersigned  officers
and  directors of the  Corporation  might or could do personally in its or their
capacity or capacities as aforesaid;  and each of said persons hereby  ratifies,
confirms, and approves all acts and things that any one of said attorneys may do
or cause to be done by virtue of this Power of  Attorney  and its  signature  or
their  signatures as the same may be signed by any one of said attorneys to said
registration  statement and any and all documents in support of or  supplemental
to said Registration Statement and any and all amendments thereto.
<PAGE>
         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
                   Signature                             Title                                  Date
                   ---------                             -----                                  ----
<S>                                       <C>                                              <C>
/s/Kim Mayyasi                            President, Chief Executive Officer and           August 31, 1999
------------------------------            Director
         Kim Mayyasi

/s/John J. Dion                           Vice President-Finance, Treasurer,               August 31, 1999
------------------------------            Principal Financial Officer and Principal
        John J. Dion                      Accounting Officer

/s/Joanna M. Jacobson
------------------------------            Director                                         August 31, 1999
     Joanna M. Jacobson

/s/David L. Lougee
------------------------------            Director                                         August 31, 1999
      David L. Lougee

/s/Patti R. Bisbano
------------------------------            Director                                         August 31, 1999
       Patti R. Bisbano

/s/Richard G. Hamermesh
------------------------------            Director                                         August 31, 1999
     Richard G. Hamermesh

/s/Edward M. Philip
------------------------------            Director                                         August 31, 1999
       Edward M. Philip

/s/Glenn D. Bolduc
------------------------------            Director                                         August 31, 1999
       Glenn D. Bolduc

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   EXHIBIT INDEX



Exhibit
 Number                                              Description
 ------                                              -----------
<S>          <C>
   4.1       Restated Articles of Organization of the Company  (incorporated by reference to Exhibit 3.1
             of the Company's Registration Statement on Form S-4 (File No. 333-44041)

   4.2       Amended and Restated  By-Laws of the Company  (incorporated  by reference to Exhibit 3.2 of
             the Company's Registration Statement on Form S-4 (File No. 333-44041)

   4.3       1999 Stock Plan

   5.1       Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP

  23.1       Consent of KPMG LLP, Independent Certified Public Accountants

  23.2       Consent of Mirick, O'Connell, DeMallie & Lougee, LLP (included in Exhibit 5.1)

   24        Power of Attorney (included on signature pages)

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22725}]
{"company-data": {"conformed-name": "VIALOG CORP", "cik": "0001016601", "assigned-sic": "4813", "irs-number": "043305282", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86319", "film-number": "99704312"}, "business-address": {"street1": "35 NEW ENGLAND BUSINESS CENTER", "street2": "SUITE 160", "city": "ANDOVER", "state": "MA", "zip": "01810", "phone": "9789753700"}, "mail-address": {"street1": "35 NEW ENGLAND BUSINESS CENTER", "street2": "SUITE 160", "city": "ANDOVER", "state": "MA", "zip": "01810"}, "former-company": {"former-conformed-name": "INTERPLAY CORP", "date-changed": "19970117"}}
As filed with the Securities and Exchange Commission on September 1, 1999.

                                                                   File No. 333-

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              ---------------------
                               VIALOG Corporation
             (Exact name of registrant as specified in its charter)
                              ---------------------
        MASSACHUSETTS                                   04-3305282
(State or other jurisdiction of           (I.R.S Employer Identification Number)
incorporation or organization)
                              ---------------------

                         35 New England Business Center
                                    Suite 160
                          Andover, Massachusetts 01810
                    (Address of Principal Executive Offices)
                              ---------------------

                               VIALOG CORPORATION
                                 1999 Stock Plan
                            (Full title of the plan)
                              ---------------------

                                   KIM MAYYASI
                      President and Chief Executive Officer
                               VIALOG CORPORATION
                    35 New England Business Center, Suite 160
                          Andover, Massachusetts 01810
                     (Name and address of agent for service)

                                 (978) 975-3700
          (Telephone number, including area code, of agent for service)
                              ---------------------

                                    Copy to:
                              DAVID L. LOUGEE, ESQ.
                    Mirick, O'Connell, DeMallie & Lougee, LLP
                              1700 BankBoston Tower
                                100 Front Street
                       Worcester, Massachusetts 01608-1477
                                 (508) 791-8500
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                                            Proposed maximum           Proposed
          Title of securities               Amount to      offering price per     maximum aggregate               Amount of
            to be registered                    be             share (4)            offering price            registration fee
                                          registered(1)
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...........     317,500(2)           $3.29               $1,044,857.50                  $  290.47
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value...........   1,182,500(3)           $3.28               $3,878,600.00                  $1,078.25
====================================================================================================================================
(1)  Pursuant to Rule 416(b),  this Registration  Statement also relates to such
     indeterminate  number  of  shares  as  may  be  necessary  to  satisfy  the
     antidilution provisions of the 1999 Stock Plan (the "Option Plan") to which
     this Registration Statement relates.

(2)  Represents all shares  reserved for issuance upon exercise of options under
     the Option Plan which are currently outstanding.

(3)  Represents  all shares  reserved  for  issuance  upon  exercise  of options
     reserved for grant under the Option Plan.

(4)  The  proposed  maximum  offering  price per  share of Common  Stock and the
     proposed  maximum  aggregate  offering price are calculated  solely for the
     purpose of determining the  registration fee pursuant to Rule 457(h) of the
     Securities  Act of 1933.  With respect to 317,500 shares of Common Stock as
     to  which  outstanding  options  were  granted  prior  to the  date of this
     Registration  Statement,  the  registration  fee is based  on the  weighted
     average  exercise price per share of $3.29.  With respect to the balance of
     1,182,500 shares being  registered,  the fee is based upon a price of $3.28
     per  share,  which is the  average of the high and low prices of the Common
     Stock on August 30, 1999 as quoted on the Nasdaq National Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

         VIALOG   Corporation  (the   "Registrant"  or  the  "Company")   hereby
incorporates by reference the following documents:

         (a) The Company's Annual Report on Form 10-K, File No.  333-22585,  for
the fiscal  year  ended  December  31,  1998 as filed  with the  Securities  and
Exchange Commission on March 31, 1999.

         (b) All of the reports  filed by the Company  pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 1998.

         (c) The  description  of the  Company's  Common Stock  contained in the
Company's Registration  Statement on Form S-1, File No. 333-53395,  filed on May
22,  1998,  as amended on July 8, 1998;  July 27,  1998;  December  31, 1998 and
January 8, 1999.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Age of 1934 and prior to
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part thereof from the date of filing of such documents.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

         The  validity of the  authorization  and  issuance of the Common  Stock
offered  hereby  will be  passed  upon for the  Company  by  Mirick,  O'Connell,
DeMallie & Lougee, LLP, Worcester,  Massachusetts. David L. Lougee, a partner in
such firm,  is a director of the  Company.  Partners and  associates  of Mirick,
O'Connell,  DeMallie  & Lougee,  LLP own an  aggregate  of 68,000  shares of the
Company's Common Stock and hold options to acquire an additional  25,000 shares,
8,678 of which may be exercised as of August 1, 1999.
Item 6.       Indemnification of Directors and Officers.

         Section 67 of Chapter 156B of the  Massachusetts  General  Laws, or the
Massachusetts   Business  Corporation  Law  (the  "MBCL"),   provides  that  the
indemnification  of  directors,   officers,  employees  or  other  agents  of  a
corporation  and  persons  who  serve at its  request  as  directors,  officers,
employees or other agents of another  organization,  or who serve at its request
in any capacity with respect to any employee benefit plan, may be provided by it
to whatever  extent shall be specified in or  authorized  by (i) the articles of
organization  or (ii) a  by-law  adopted  by the  stockholders  or  (iii) a vote
adopted by the holders of a majority of the shares of stock  entitled to vote on
the election of  directors.  Except as the articles of  organization  or by-laws
otherwise  require,  indemnification of any persons who are not directors of the
corporation  may be provided by it to the extent  authorized  by the  directors.
Such indemnification may include payment by the corporation of expenses incurred
in defending a civil or criminal  action or  proceeding  in advance of the final
disposition of such action or proceeding,  upon receipt of an undertaking by the
person  indemnified  to repay  such  payment  if he shall be  adjudicated  to be
entitled to indemnification, which undertaking may be accepted without reference
to  the  financial   ability  of  such  person  to  make  repayment.   Any  such
indemnification  may be provided  although  the person to be  indemnified  is no
longer an officer,  director,  employee or agent of the  corporation  or of such
other organization or no longer serves with respect to any such employee benefit
plan. Section 67 further provides that no indemnification  shall be provided for
any person with respect to any matter as to which he shall have been adjudicated
in any proceeding not to have acted in good faith in the reasonable  belief that
his action was in the best  interest  of the  corporation  or to the extent that
such matter relates to service with respect to any employee benefit plan, in the
best interest of the  participants  or  beneficiaries  of such employee  benefit
plan.

         Article VI of the Company's Articles of Organization  provides that the
Company shall, to the fullest extent  permitted by the laws of the  Commonwealth
of Massachusetts,  indemnify each person who is, or shall have been, a director,
officer,  employee  or agent of the  Company,  or who is  serving  or shall have
served,  at the  request  of the  Company,  as  director  or  officer of another
organization or in any capacity with respect to any employee benefit plan of the
Company,  against all  liabilities  and expenses  (including  judgments,  fines,
penalties,  amounts paid or to be paid in settlement and  reasonable  attorney's
fees) imposed upon or incurred by any such person in connection  with or arising
out of claims made,  or any action,  suit or  proceeding  threatened  or brought
against  him or in which he may be  involved  by reason of any  action  taken or
omitted by him as a director,  officer, employee or agent, or as a result of any
service with respect to any such employee benefit plan.
Section  13(b)(1 1/2) of Chapter 156B of the MBCL permits a corporation
to include in its articles of  organization a provision  eliminating or limiting
the personal  liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,  provided that such
provision  shall not  eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct  or a knowing  violation of law,  (iii) under Section 61 or 62 of the
MBCL  (relating to unlawful  payment of dividends,  unlawful  stock purchase and
redemption  and loans to  insiders) or (iv) for any  transaction  from which the
director  derived an  improper  personal  benefit.  Article VI of the  Company's
Articles of  Organization  provides  that the Company's  directors  shall not be
liable to the Company or its  stockholders  for  monetary  damages for breach of
fiduciary duty as a director,  except in the circumstances that are set forth in
the MBCL.

         The  effect of these  provisions  is to permit  indemnification  by the
Company for, among other liabilities,  liabilities arising out of the Securities
Act.

         Section 67 of the MBCL also  affords a  Massachusetts  corporation  the
power to obtain  insurance  on  behalf of its  directors  and  officers  against
liabilities  incurred  by  them  in  those  capacities.  The  Company  currently
maintains a $5,000,000 Directors and Officers Liability Insurance Policy.

Item 7.       Exemption from Registration Claimed.

              Not Applicable.

Item 8.       Exhibits.
Exhibit Number                                         Description
--------------                                         -----------
4.1        Restated  Articles of  Organization of the Company  (incorporated  by reference to Exhibit
                3.1 of the Company's Registration Statement on Form S-4 (File No. 333-44041)

     4.2        Amended and Restated  By-Laws of the Company  (incorporated by reference to Exhibit 3.2 of
                the Company's Registration Statement on Form S-4 (File No. 333-44041)

     4.3        1999 Stock Plan

     5.1        Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP

     23.1       Consent of KPMG LLP, Independent Certified Public Accountants

     23.2       Consent of Mirick, O'Connell, DeMallie & Lougee, LLP (included in Exhibit 5.1)

      24        Power of Attorney (included on signature pages)
Item 9.       Undertakings.

              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 of 1933;

                  (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  (l)(i)  and  (l)(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 Registrant  pursuant to
Section  13 or Section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, 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.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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
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 Town of Andover,  Commonwealth of Massachusetts on August 31,
1999.

                                      VIALOG Corporation

                                      By: /s/Kim Mayyasi
                                          ---------------
                                          Kim Mayyasi,
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that VIALOG CORPORATION,  a corporation
organized   under  the  laws  of  the   Commonwealth   of   Massachusetts   (the
"Corporation"),  and the undersigned  officers and directors of the Corporation,
individually and in their respective  capacities  indicated below,  hereby make,
constitute  and  appoint  KIM  MAYYASI  and JOHN J. DION its and their  true and
lawful  attorneys,  their separate or joint signatures  sufficient to bind, with
power of substitution,  to execute, deliver and file in its or their behalf, and
in each person's  respective  capacity or  capacities  as shown below,  with the
Securities  and  Exchange  Commission  (or any other  governmental  authority) a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
any  amendments  to and any and all documents in support of or  supplemental  to
said  registration  statement  by the  Corporation  and each said person  hereby
grants to said  attorneys  full power and  authority  to do and perform each and
every act and thing  whatsoever as any one of said  attorneys may deem necessary
or  advisable to carry out the full intent of this Power of Attorney to the same
extent and with the same effect as the Corporation or the  undersigned  officers
and  directors of the  Corporation  might or could do personally in its or their
capacity or capacities as aforesaid;  and each of said persons hereby  ratifies,
confirms, and approves all acts and things that any one of said attorneys may do
or cause to be done by virtue of this Power of  Attorney  and its  signature  or
their  signatures as the same may be signed by any one of said attorneys to said
registration  statement and any and all documents in support of or  supplemental
to said Registration Statement and any and all amendments thereto.
Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:
Signature                             Title                                  Date
                   ---------                             -----                                  ----
/s/Kim Mayyasi                            President, Chief Executive Officer and           August 31, 1999
------------------------------            Director
         Kim Mayyasi

/s/John J. Dion                           Vice President-Finance, Treasurer,               August 31, 1999
------------------------------            Principal Financial Officer and Principal
        John J. Dion                      Accounting Officer

/s/Joanna M. Jacobson
------------------------------            Director                                         August 31, 1999
     Joanna M. Jacobson

/s/David L. Lougee
------------------------------            Director                                         August 31, 1999
      David L. Lougee

/s/Patti R. Bisbano
------------------------------            Director                                         August 31, 1999
       Patti R. Bisbano

/s/Richard G. Hamermesh
------------------------------            Director                                         August 31, 1999
     Richard G. Hamermesh

/s/Edward M. Philip
------------------------------            Director                                         August 31, 1999
       Edward M. Philip

/s/Glenn D. Bolduc
------------------------------            Director                                         August 31, 1999
       Glenn D. Bolduc
EXHIBIT INDEX

Exhibit
 Number                                              Description
 ------                                              -----------
4.1       Restated Articles of Organization of the Company  (incorporated by reference to Exhibit 3.1
             of the Company's Registration Statement on Form S-4 (File No. 333-44041)

   4.2       Amended and Restated  By-Laws of the Company  (incorporated  by reference to Exhibit 3.2 of
             the Company's Registration Statement on Form S-4 (File No. 333-44041)

   4.3       1999 Stock Plan

   5.1       Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP

  23.1       Consent of KPMG LLP, Independent Certified Public Accountants

  23.2       Consent of Mirick, O'Connell, DeMallie & Lougee, LLP (included in Exhibit 5.1)

   24        Power of Attorney (included on signature pages)