As filed with the Securities and Exchange Commission on July 16, 1996

                                                          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)

                       DIANATEL CORPORATION STOCK OPTIONS
                            (Full title of the plans)

                                Edward B. Jordan
                              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     29,874 shares(2)     $24.50          $731,913.00     $253.00
- --------------------------------------------------------------------------------

(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 July 15, 1996.

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


<PAGE>


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, 1995;

         (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1996;

         (c)  the Company's Current Report on Form 8-K dated July 10, 1996; and

         (d) 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 incorpora-
ted 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 16th day
of July, 1996.

                                             DIALOGIC CORPORATION

                                             By:  /s/Edward B. Jordan
                                                     Edward B. Jordan
                                                     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

Nicholas Zwick*                     Chairman of the Board          July 16, 1996
- -----------------------------
Nicholas Zwick

Howard G. Bubb*                      Director, President and Chief July 16, 1996
- -----------------------------
Howard G. Bubb                       Executive Officer

Kenneth J. Burkhardt, Jr.*           Director                      July 16, 1996
- -----------------------------
Kenneth J. Burkhardt, Jr.

Masao Konomi*                        Director                      July 16, 1996
- -----------------------------
Masao Konomi

John N. Lemasters*                   Director                      July 16, 1996
- -----------------------------
John N. Lemasters

Francis G. Rodgers*                  Director                      July 16, 1996
- -----------------------------
Francis G. Rodgers

James J. Shinn*                      Director                      July 16, 1996
- -----------------------------
James J. Shinn

/s/Edward B. Jordan                  Chief Financial and           July 16, 1996
- -----------------------------        Accounting Officer
Edward B. Jordan                       


                                       *By: /s/ Edward B. Jordan
                                           _____________________
                                           Edward B. Jordan
                                           Attorney-in-Fact



                                  EXHIBIT INDEX


        Exhibit No.          Description                               Page No.

         4.1                 Registrant's Restated Certificate of Incorporation
                             (incorporated by reference)

         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": "DIALOGIC SHARES - DIANATEL OPTIONS", "secsgml_size_bytes": 18220}]
{"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": "333-08183", "film-number": "96595367"}, "business-address": {"street1": "1515 US RTE 10", "city": "PARSIPPANY", "state": "NJ", "zip": "07054", "phone": "2019933000"}}
As filed with the Securities and Exchange Commission on July 16, 1996

                                                          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)

                       DIANATEL CORPORATION STOCK OPTIONS
                            (Full title of the plans)

                                Edward B. Jordan
                              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     29,874 shares(2)     $24.50          $731,913.00     $253.00
- --------------------------------------------------------------------------------

(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 July 15, 1996.

(2)  Plus  such  indeterminate  number  of  additional  shares  as shall  become
     issuable  pursuant to the anti-dilution  provisions of the  above-mentioned
     options.
- --------------------------------------------------------------------------------
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, 1995;

         (b)  the Company's Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1996;

         (c)  the Company's Current Report on Form 8-K dated July 10, 1996; and

         (d) 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 incorpora-
ted 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 16th day
of July, 1996.

                                             DIALOGIC CORPORATION

                                             By:  /s/Edward B. Jordan
                                                     Edward B. Jordan
                                                     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

Nicholas Zwick*                     Chairman of the Board          July 16, 1996
- -----------------------------
Nicholas Zwick

Howard G. Bubb*                      Director, President and Chief July 16, 1996
- -----------------------------
Howard G. Bubb                       Executive Officer

Kenneth J. Burkhardt, Jr.*           Director                      July 16, 1996
- -----------------------------
Kenneth J. Burkhardt, Jr.

Masao Konomi*                        Director                      July 16, 1996
- -----------------------------
Masao Konomi

John N. Lemasters*                   Director                      July 16, 1996
- -----------------------------
John N. Lemasters

Francis G. Rodgers*                  Director                      July 16, 1996
- -----------------------------
Francis G. Rodgers

James J. Shinn*                      Director                      July 16, 1996
- -----------------------------
James J. Shinn

/s/Edward B. Jordan                  Chief Financial and           July 16, 1996
- -----------------------------        Accounting Officer
Edward B. Jordan                       

                                       *By: /s/ Edward B. Jordan
                                           _____________________
                                           Edward B. Jordan
                                           Attorney-in-Fact

                                  EXHIBIT INDEX

        Exhibit No.          Description                               Page No.

         4.1                 Registrant's Restated Certificate of Incorporation
                             (incorporated by reference)

         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