As filed with the Securities and Exchange Commission on April 15, 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
                                 1996 Stock Plan
                            (Full title of the plan)

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

                                 GLENN D. BOLDUC
                      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
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------- --------------- --------------------- ----------------------- ----------------------------
                                            Amount to       Proposed maximum           Proposed
          Title of securities                   be         offering price per     maximum aggregate               Amount of
            to be registered              registered(1)        share (4)          offering price (4)          registration fee
----------------------------------------- --------------- --------------------- ----------------------- ----------------------------
<S>                                         <C>            <C>                     <C>                    <C>         
Common Stock, $.01 par value...........     1,722,766 (2)  $4.731                  $8,150,405.95          $2,265.81
Common Stock, $.01 par value...........       707,331 (3)  $3.750                  $2,652,491.25          $  737.39
----------------------------------------- --------------- --------------------- ----------------------- ----------------------------
</TABLE>
(1)  Pursuant to Rule 416(b),  this Registration  Statement also relates to such
     indeterminate  number of  additional  shares as may be necessary to satisfy
     the  antidilution  provisions of the 1996 Stock Plan (the "Option Plan") to
     which this Registration Statement relates.
(2)  Represents  of 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 uner 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) under
     the  Securities  Act of 1933.  With respect to  1,722,766  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 $4.731.  With respect to the balance of
     707,331 shares being  registered,  the fee is based on a price of $3.75 per
     share,  which is the  average of the high and low sale prices of the Common
     Stock on April 13, 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 Section 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  20,000  shares,  7,338 of which
may be exercised as of April 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 another
organization,  or 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
liability to the Company or its  stockholders for monetary damages for breach of
fiduciary duty as a directors, except in the circumstances that are set forth in
the MBCL.
<PAGE>
         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  1996 Stock Plan  (incorporated  by  reference  to Exhibit  10.1 of the
          Company's Registration Statement on Form S-4 (File No. 333-44041)

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

     23.1 Consent  of  KPMG  Peat  Marwick  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>

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;
<PAGE>
          (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)(l)(i) and (a)(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 the 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 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.

     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 April
9, 1999.

                                          VIALOG Corporation
                                          
                                          
                                         
                                     By:  /s/ Glenn D. Bolduc 
                                          ------------------------------------ 
                                          Glenn D. Bolduc, 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  GLENN D. BOLDUC 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/     Glenn D. Bolduc                     President,  Chief  Executive  Officer  and       April 9, 1999
------------------------------              Director
        Glenn D. Bolduc
                                            Vice President-Finance, Treasurer,               April 9, 1999
/s/     John J. Dion                        Principal  Financial Officer and Principal
------------------------------              Accounting Officer 
        John J. Dion                        

/s/   Joanna M. Jacobson
------------------------------              Director                                         April 9, 1999
      Joanna M. Jacobson

/s/    David L. Lougee
------------------------------              Director                                         April 9, 1999
       David L. Lougee

/s/   Patti R. Bisbano
------------------------------              Director                                         April 9, 1999
      Patti R. Bisbano

/s/   Richard G. Hamermesh
------------------------------              Director                                         April 9, 1999
      Richard G. Hamermesh

/s/    Edward M. Philip
------------------------------              Director                                         April 9, 1999
       Edward M. Philip
</TABLE>
<PAGE>


                                  EXHIBIT INDEX

<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      1996 Stock Plan (incorporated by reference to Exhibit
                           10.1 of the Company's  Registration Statement on Form
                           S-4 (File No. 333-44041)
   
                  5.1      Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP

                  23.1     Consent  of  KPMG  Peat   Marwick   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": 23076}]
{"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": "333-76369", "film-number": "99594925"}, "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 April 15, 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
                                 1996 Stock Plan
                            (Full title of the plan)

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

                                 GLENN D. BOLDUC
                      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
----------------------------------------- --------------- --------------------- ----------------------- ----------------------------
                                            Amount to       Proposed maximum           Proposed
          Title of securities                   be         offering price per     maximum aggregate               Amount of
            to be registered              registered(1)        share (4)          offering price (4)          registration fee
----------------------------------------- --------------- --------------------- ----------------------- ----------------------------
Common Stock, $.01 par value...........     1,722,766 (2)  $4.731                  $8,150,405.95          $2,265.81
Common Stock, $.01 par value...........       707,331 (3)  $3.750                  $2,652,491.25          $  737.39
----------------------------------------- --------------- --------------------- ----------------------- ----------------------------
(1)  Pursuant to Rule 416(b),  this Registration  Statement also relates to such
     indeterminate  number of  additional  shares as may be necessary to satisfy
     the  antidilution  provisions of the 1996 Stock Plan (the "Option Plan") to
     which this Registration Statement relates.
(2)  Represents  of 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 uner 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) under
     the  Securities  Act of 1933.  With respect to  1,722,766  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 $4.731.  With respect to the balance of
     707,331 shares being  registered,  the fee is based on a price of $3.75 per
     share,  which is the  average of the high and low sale prices of the Common
     Stock on April 13, 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 Section 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  20,000  shares,  7,338 of which
may be exercised as of April 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 another
organization,  or 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
liability to the Company or its  stockholders for monetary damages for breach of
fiduciary duty as a directors, 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  1996 Stock Plan  (incorporated  by  reference  to Exhibit  10.1 of the
          Company's Registration Statement on Form S-4 (File No. 333-44041)

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

     23.1 Consent  of  KPMG  Peat  Marwick  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;
(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)(l)(i) and (a)(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 the 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 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.

     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 April
9, 1999.

                                          VIALOG Corporation
                                          
                                          
                                         
                                     By:  /s/ Glenn D. Bolduc 
                                          ------------------------------------ 
                                          Glenn D. Bolduc, 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  GLENN D. BOLDUC 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/     Glenn D. Bolduc                     President,  Chief  Executive  Officer  and       April 9, 1999
------------------------------              Director
        Glenn D. Bolduc
                                            Vice President-Finance, Treasurer,               April 9, 1999
/s/     John J. Dion                        Principal  Financial Officer and Principal
------------------------------              Accounting Officer 
        John J. Dion                        

/s/   Joanna M. Jacobson
------------------------------              Director                                         April 9, 1999
      Joanna M. Jacobson

/s/    David L. Lougee
------------------------------              Director                                         April 9, 1999
       David L. Lougee

/s/   Patti R. Bisbano
------------------------------              Director                                         April 9, 1999
      Patti R. Bisbano

/s/   Richard G. Hamermesh
------------------------------              Director                                         April 9, 1999
      Richard G. Hamermesh

/s/    Edward M. Philip
------------------------------              Director                                         April 9, 1999
       Edward M. Philip
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      1996 Stock Plan (incorporated by reference to Exhibit
                           10.1 of the Company's  Registration Statement on Form
                           S-4 (File No. 333-44041)
   
                  5.1      Opinion of Mirick, O'Connell, DeMallie & Lougee, LLP

                  23.1     Consent  of  KPMG  Peat   Marwick   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)