As filed with the Securities and Exchange Commission on May 13, 1997

                                                   Registration No. 333-
      __________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              DIALOGIC CORPORATION
             (Exact name of registrant as specified in its charter)

         New Jersey                                     22-2476441
(State or other jurisdiction of                      (I.R. S. Employer)
incorporation or organization)                        Identification No.)

1515 Route 10, Parsippany, New Jersey                        07054
(Address of Principal Executive Offices)                   (Zip Code)

               1997 INCENTIVE BENEFIT PLAN OF DIALOGIC CORPORATION
         DIALOGIC CORPORATION 1997 DIRECTOR STOCK ELECTION/DEFERRAL PLAN
                            (Full title of the plans)

                              Theodore Weitz, Esq.
                              Dialogic Corporation
                                  1515 Route 10
                          Parsippany, New Jersey 07054
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                            Peter H. Ehrenberg, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
 _______________________________________________________________________________
                                   Proposed          Proposed
Title of                           maximum            maximum
securities                         offering           aggregate       Amount of
to be          Amount to be        price per          offering      registration
registered     registered          unit (1)            price            fee
--------------------------------------------------------------------------------

Common Stock,
no par value  2,400,000 sh.(2)     $22.9375           $55,050,000    $ 16,682
________________________________________________________________________________

(1)  Pursuant to Rule 457, the proposed maximum  offering  price  per  share is 
     estimated  solely  for  the  purpose  of  computing  the  amount  of   the 
     registration fee and is  based  on  the  average of the high and low sales 
     price of the Common Stock of the registrant reported on the National Market
     System of the National Association of Securities Dealers Automated 
     Quotation System on May 6, 1997.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall become 
     issuable pursuant to the anti-dilution provisions of the above-mentioned 
     options.
________________________________________________________________________________

                                      II-6
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents, filed by Dialogic Corporation (the "Company")
with the Securities and Exchange Commission (the "SEC"), are hereby incorporated
by reference:

          (a) the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1996;

          (b) the Company's  Current  Reports on Form 8-K dated March 27 and May
1, 1997; and

          (c) the  description  of the Common Stock of the Company  contained in
the Company's Form 8-A declared effective by the SEC on April 11, 1994.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
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  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

          Subsection  (2) of Section 3-5,  Title 14A of the New Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer,  employee or agent of the corporation or a person serving at
the request of the  corporation  as a director,  officer,  trustee,  employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys'  fees),  judgments,  fines,  penalties and amounts paid in settlement
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation,  and,  with  respect  to any  criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

          Subsection  (3) of Section 3-5 empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

          Subsection  (4) of Section  3-5  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (2) and (3) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys' fees) incurred by him in connection therewith.

          Subsection  (8) of  Section  3-5  provides  that  the  indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation,  a by-law,  an agreement,  a vote of shareholders,  or otherwise.
That subsection explicitly permits  indemnification for liabilities and expenses
incurred  in  proceedings  brought  by  or  in  the  right  of  the  corporation
(derivative  proceedings).  The only limit on  indemnification  of directors and
officers  imposed by that  subsection is that a corporation  may not indemnify a
director  or  officer if a  judgment  has  established  that the  director's  or
officer's acts or omissions were a breach of his or her duty of loyalty,  not in
good faith,  involved a knowing  violation of the law, or resulted in receipt of
an improper personal benefit.

          Subsection (9) of Section 3-5 provides that a corporation is empowered
to purchase  and maintain  insurance on behalf of a director or officer  against
any expenses or liabilities  incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against  expenses and liabilities  under
other provisions of the law.

          The Registrant's  Restated  Certificate of Incorporation  contains the
following provisions regarding indemnification:

               "Every  person who is or was a  director,  officer  or  corporate
          agent of the  Corporation  shall be indemnified by the  Corporation to
          the  fullest  extent  allowed by law,  including  the  indemnification
          permitted by N.J.S.  14A:3-5(8),  against all liabilities and expenses
          imposed  upon or  incurred  by that  person  in  connection  with  any
          proceeding in which that person may be made, or threatened to be made,
          a party, or in which that person may become involved by reason of that
          person being or having been a director,  officer or corporate agent or
          of serving or having served in any capacity with any other  enterprise
          at the  request of the  Corporation,  whether or not that  person is a
          director,  officer or corporate  agent or continues to serve the other
          enterprise  at the time the  liabilities  or  expenses  are imposed or
          incurred."

               The Registrant's  Restated Certificate of Incorporation  contains
the  following   provisions   regarding  certain  limitations  on  the liability
of directors and officers:

               "A  director  or an  officer  of  the  Corporation  shall  not be
          personally  liable  to the  Corporation  or its  shareholders  for the
          breach of any duty owed to the Corporation or its shareholders  except
          to the  extent  that  an  exemption  from  personal  liability  is not
          permitted by the New Jersey Business Corporation Act."

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

          4.1 Registrant's Restated Certificate of Incorporation is incorporated
by  reference  to Exhibit 3.1 of Amendment  No. 2 to  Registrant's  Registration
Statement on Form S-1 (No. 33-59598).

          5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

          23.1 Independent Auditors' Consent (Deloitte & Touche LLP)

          23.2  Opinion of  Lowenstein,  Sandler,  Kohl,  Fisher & Boylan,  P.C.
(included in Exhibit 5.1)

          24.1 Power of Attorney

Item 9.  Undertakings.

          The undersigned registrant hereby undertakes:

          (1) To file,  during any period in which  offers or sales are 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 1993;

               (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 (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and 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
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   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 or  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 Securities  Act of 1933 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  that  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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities At 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 Township of Parsippany,  State of New Jersey, on the 13th day
of May, 1997.

                                       DIALOGIC CORPORATION


                                       By: /s/Theodore M. Weitz
                                           ____________________ 
                                           Theodore M. Weitz,
                                           Vice President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

    Signatures                     Title                            Date


/s/ Nicholas Zwick
____________________________       Chairman of the Board          May 13, 1997
Nicholas Zwick

/s/Howard G. Bubb
____________________________       Director, President and Chief  May 13, 1997
Howard G. Bubb                     Executive Officer

/s/Kenneth J. Burkhardt, Jr.
____________________________       Director                       May 13, 1997
Kenneth J. Burkhardt, Jr.


/s/Masao Konomi
____________________________       Director                       May 13, 1997
Masao Konomi

/s/John N. Lemasters
____________________________       Director                       May 13, 1997
John N. Lemasters

/s/Francis G. Rodgers
____________________________       Director                       May 13, 1997
Francis G. Rodgers

/s/James J. Shinn
___________________________        Director                       May 13, 1997
James J. Shinn

/s/Edward B. Jordan
___________________________        Chief Financial and            May 13, 1997
Edward B. Jordan                   Accounting Officer


                                   *By:/s/Theodore M. Weitz
                                       ________________________
                                       Theodore M. Weitz
                                       Attorney-in-Fact

                                  EXHIBIT INDEX


   Exhibit No.                   Description                       Page No.

      5.1            Opinion of Lowenstein, Sandler, 
                       Kohl, Fisher & Boylan, P.C.

     23.1            Independent Auditors' Consent 
                       (Deloitte & Touche LLP)

     23.2            Consent of Lowenstein,  Sandler,  
                        Kohl, Fisher & Boylan, P.C. is
                        included in Exhibit 5.1

     24.1            Power of Attorney
[{"type": "S-8", "sequence": "1", "description": "1997 INCENTIVE BENEFIT PLANS", "secsgml_size_bytes": 18035}]
{"company-data": {"conformed-name": "DIALOGIC CORP", "cik": "0000899042", "assigned-sic": "3576", "irs-number": "222476114", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26993", "film-number": "97602601"}, "business-address": {"street1": "1515 US RTE 10", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "2019933000"}}
As filed with the Securities and Exchange Commission on May 13, 1997

                                                   Registration No. 333-
      __________________________________________________________________________
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              DIALOGIC CORPORATION
             (Exact name of registrant as specified in its charter)

         New Jersey                                     22-2476441
(State or other jurisdiction of                      (I.R. S. Employer)
incorporation or organization)                        Identification No.)

1515 Route 10, Parsippany, New Jersey                        07054
(Address of Principal Executive Offices)                   (Zip Code)

               1997 INCENTIVE BENEFIT PLAN OF DIALOGIC CORPORATION
         DIALOGIC CORPORATION 1997 DIRECTOR STOCK ELECTION/DEFERRAL PLAN
                            (Full title of the plans)

                              Theodore Weitz, Esq.
                              Dialogic Corporation
                                  1515 Route 10
                          Parsippany, New Jersey 07054
            (Name, address and telephone number, including area code,
                              of agent for service)

                                 with a copy to:
                            Peter H. Ehrenberg, Esq.
                Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.
                              65 Livingston Avenue
                           Roseland, New Jersey 07068

                         CALCULATION OF REGISTRATION FEE
 _______________________________________________________________________________
                                   Proposed          Proposed
Title of                           maximum            maximum
securities                         offering           aggregate       Amount of
to be          Amount to be        price per          offering      registration
registered     registered          unit (1)            price            fee
--------------------------------------------------------------------------------

Common Stock,
no par value  2,400,000 sh.(2)     $22.9375           $55,050,000    $ 16,682
________________________________________________________________________________

(1)  Pursuant to Rule 457, the proposed maximum  offering  price  per  share is 
     estimated  solely  for  the  purpose  of  computing  the  amount  of   the 
     registration fee and is  based  on  the  average of the high and low sales 
     price of the Common Stock of the registrant reported on the National Market
     System of the National Association of Securities Dealers Automated 
     Quotation System on May 6, 1997.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall become 
     issuable pursuant to the anti-dilution provisions of the above-mentioned 
     options.
________________________________________________________________________________

                                      II-6
PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following documents, filed by Dialogic Corporation (the "Company")
with the Securities and Exchange Commission (the "SEC"), are hereby incorporated
by reference:

          (a) the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 1996;

          (b) the Company's  Current  Reports on Form 8-K dated March 27 and May
1, 1997; and

          (c) the  description  of the Common Stock of the Company  contained in
the Company's Form 8-A declared effective by the SEC on April 11, 1994.

          All documents  subsequently  filed by the Company pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
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  hereof  from the date of  filing  of such  documents.  Any  statement
contained  herein or in a document  incorporated or deemed to be incorporated by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this  registration  statement  to the extent that such  statement is modified or
superseded by a  subsequently  filed  document  which also is or is deemed to be
incorporated by reference  herein.  Any such statement so modified or superseded
shall not be deemed to constitute a part of this  registration  statement except
as so modified or superseded.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

          Subsection  (2) of Section 3-5,  Title 14A of the New Jersey  Business
Corporation  Act empowers a corporation  to indemnify any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding,  whether civil, criminal,  administrative,
arbitrative  or  investigative  (other  than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director,  officer,  employee or agent of the corporation or a person serving at
the request of the  corporation  as a director,  officer,  trustee,  employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys'  fees),  judgments,  fines,  penalties and amounts paid in settlement
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best  interests  of the  corporation,  and,  with  respect  to any  criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

          Subsection  (3) of Section 3-5 empowers a  corporation  to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection  with any proceeding by or in the right of the  corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate  agent if he acted in good faith and in a
manner reasonably  believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such  person  shall have been  adjudged to be liable
for  negligence  or  misconduct  unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought  shall
determine that despite the adjudication of liability,  such person is fairly and
reasonably  entitled to indemnity for such  expenses  which the court shall deem
proper.

          Subsection  (4) of Section  3-5  provides  that to the  extent  that a
corporate  agent has been  successful  in the  defense  of any  action,  suit or
proceeding  referred  to in  subsections  (2) and (3) or in the  defense  of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  expenses
(including attorneys' fees) incurred by him in connection therewith.

          Subsection  (8) of  Section  3-5  provides  that  the  indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation,  a by-law,  an agreement,  a vote of shareholders,  or otherwise.
That subsection explicitly permits  indemnification for liabilities and expenses
incurred  in  proceedings  brought  by  or  in  the  right  of  the  corporation
(derivative  proceedings).  The only limit on  indemnification  of directors and
officers  imposed by that  subsection is that a corporation  may not indemnify a
director  or  officer if a  judgment  has  established  that the  director's  or
officer's acts or omissions were a breach of his or her duty of loyalty,  not in
good faith,  involved a knowing  violation of the law, or resulted in receipt of
an improper personal benefit.

          Subsection (9) of Section 3-5 provides that a corporation is empowered
to purchase  and maintain  insurance on behalf of a director or officer  against
any expenses or liabilities  incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against  expenses and liabilities  under
other provisions of the law.

          The Registrant's  Restated  Certificate of Incorporation  contains the
following provisions regarding indemnification:

               "Every  person who is or was a  director,  officer  or  corporate
          agent of the  Corporation  shall be indemnified by the  Corporation to
          the  fullest  extent  allowed by law,  including  the  indemnification
          permitted by N.J.S.  14A:3-5(8),  against all liabilities and expenses
          imposed  upon or  incurred  by that  person  in  connection  with  any
          proceeding in which that person may be made, or threatened to be made,
          a party, or in which that person may become involved by reason of that
          person being or having been a director,  officer or corporate agent or
          of serving or having served in any capacity with any other  enterprise
          at the  request of the  Corporation,  whether or not that  person is a
          director,  officer or corporate  agent or continues to serve the other
          enterprise  at the time the  liabilities  or  expenses  are imposed or
          incurred."

               The Registrant's  Restated Certificate of Incorporation  contains
the  following   provisions   regarding  certain  limitations  on  the liability
of directors and officers:

               "A  director  or an  officer  of  the  Corporation  shall  not be
          personally  liable  to the  Corporation  or its  shareholders  for the
          breach of any duty owed to the Corporation or its shareholders  except
          to the  extent  that  an  exemption  from  personal  liability  is not
          permitted by the New Jersey Business Corporation Act."

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

          4.1 Registrant's Restated Certificate of Incorporation is incorporated
by  reference  to Exhibit 3.1 of Amendment  No. 2 to  Registrant's  Registration
Statement on Form S-1 (No. 33-59598).

          5.1 Opinion of Lowenstein, Sandler, Kohl, Fisher & Boylan, P.C.

          23.1 Independent Auditors' Consent (Deloitte & Touche LLP)

          23.2  Opinion of  Lowenstein,  Sandler,  Kohl,  Fisher & Boylan,  P.C.
(included in Exhibit 5.1)

          24.1 Power of Attorney

Item 9.  Undertakings.

          The undersigned registrant hereby undertakes:

          (1) To file,  during any period in which  offers or sales are 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 1993;

               (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 (1)(i) and (1)(ii) do not apply if
the  registration  statement  is on  Form  S-3 or Form  S-8 and 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
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   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 or  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 Securities  Act of 1933 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  that  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
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities At 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 Township of Parsippany,  State of New Jersey, on the 13th day
of May, 1997.

                                       DIALOGIC CORPORATION

                                       By: /s/Theodore M. Weitz
                                           ____________________ 
                                           Theodore M. Weitz,
                                           Vice President

          Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

    Signatures                     Title                            Date

/s/ Nicholas Zwick
____________________________       Chairman of the Board          May 13, 1997
Nicholas Zwick

/s/Howard G. Bubb
____________________________       Director, President and Chief  May 13, 1997
Howard G. Bubb                     Executive Officer

/s/Kenneth J. Burkhardt, Jr.
____________________________       Director                       May 13, 1997
Kenneth J. Burkhardt, Jr.

/s/Masao Konomi
____________________________       Director                       May 13, 1997
Masao Konomi

/s/John N. Lemasters
____________________________       Director                       May 13, 1997
John N. Lemasters

/s/Francis G. Rodgers
____________________________       Director                       May 13, 1997
Francis G. Rodgers

/s/James J. Shinn
___________________________        Director                       May 13, 1997
James J. Shinn

/s/Edward B. Jordan
___________________________        Chief Financial and            May 13, 1997
Edward B. Jordan                   Accounting Officer

                                   *By:/s/Theodore M. Weitz
                                       ________________________
                                       Theodore M. Weitz
                                       Attorney-in-Fact

                                  EXHIBIT INDEX

   Exhibit No.                   Description                       Page No.

      5.1            Opinion of Lowenstein, Sandler, 
                       Kohl, Fisher & Boylan, P.C.

     23.1            Independent Auditors' Consent 
                       (Deloitte & Touche LLP)

     23.2            Consent of Lowenstein,  Sandler,  
                        Kohl, Fisher & Boylan, P.C. is
                        included in Exhibit 5.1

     24.1            Power of Attorney