EXHIBIT 2.10


                  AGREEMENT  AND PLAN OF MERGER,  dated as of January  27,  1998
(this "Agreement") by and between Dictaphone Corporation, a Delaware corporation
(the  "Parent  Company"),   and  Dictaphone   Corporation   (U.S.),  a  Delaware
corporation and a wholly owned  subsidiary of the Parent Company (the "Operating
Company").

                  WHEREAS,  the Board of Directors of each of the Parent Company
and the Operating Company have determined that the Parent Company be merged with
and into the Operating  Company (the "Merger"),  on the terms and subject to the
conditions  contained herein and in accordance with the General  Corporation Law
of the State of Delaware (the "DGCL");

                  NOW,  THEREFORE,  in  consideration  of the mutual  agreements
contained  herein,  and in order to set forth the  terms and  conditions  of the
Merger and the mode of carrying the same into effect, each of the Parent Company
and the Operating Company hereby agree as follows:

                                    ARTICLE I

                                   THE MERGER

                  SECTION 1.1. THE MERGER.  At the Effective Time (as defined in
Section 1.2),  the Parent  Company shall merge into the Operating  Company,  the
separate  corporate  existence  of the  Parent  Company  shall  cease,  and  the
Operating  Company  shall  continue as the  surviving  corporation  (hereinafter
sometimes referred to as the "Surviving  Corporation")  which from the Effective
Time shall operate as the new parent/holding company.

                  SECTION 1.2.  EFFECTIVE  TIME OF THE MERGER.  The Merger shall
become  effective  at midnight on January 31,  1998,  if,  prior to such time, a
Certificate  of Ownership  and Merger has been filed with the Secretary of State
of Delaware,  in such form as is required by, and executed in  accordance  with,
the relevant  provisions of the DGCL,  following the requisite  adoption of this
Agreement by the  stockholders of the Parent Company,  to the extent required by
the DGCL and the Restated  Certificate  of  Incorporation  of the Parent Company
(such time being the "Effective Time").

                  SECTION 1.3. EFFECT OF THE MERGER.  At the Effective Time, the
effect of the Merger  shall be as provided  in the  relevant  provisions  of the
DGCL.  The Surviving  Corporation  shall  continue to be governed by the laws of
Delaware. Without limiting the generality of the foregoing, and subject thereto,
at the Effective Time all property (real, personal and mixed),  claims,  rights,
intellectual  property rights,  privileges,  powers,  franchises and every other
interest of the Parent Company shall vest in the Surviving Corporation,  and all
debts, obligations, restrictions,  disabilities and duties of the Parent Company
shall become debts,  obligations,  restrictions,  disabilities and duties of the
Surviving Corporation.

                  SECTION 1.4.  CERTIFICATE OF  INCORPORATION  AND BY-LAWS.  The
Certificate  of  Incorporation  attached  hereto  as  Exhibit  A  shall  be  the
Certificate  of  Incorporation  of the Surviving  Corporation  until  thereafter
amended as provided by law or such Certificate of Incorporation. The name of the
Surviving  Corporation  shall be  Dictaphone  Corporation  as set  forth in such
Certificate of Incorporation. The By-laws of the Parent Company, as in effect on
the  Effective  Time,  shall be the By-laws of the Surviving  Corporation  until
thereafter  amended as provided by law, the Certificate of  Incorporation of the
Surviving Corporation or such By-laws.

                  SECTION 1.5.  DIRECTORS  AND  OFFICERS.  The  directors of the
Parent  Company on the  Effective  Date,  shall be the initial  directors of the
Surviving Corporation, each to hold office in accordance with the Certificate of
Incorporation and By-laws of the Surviving Corporation,  and the officers of the
Parent  Company on the  Effective  Date  shall be the  initial  officers  of the
Surviving  Corporation,  in each case until their respective successors are duly
elected or appointed and qualified.

                  SECTION 1.6.  CONVERSION  OF  SECURITIES.  (a) Each issued and
outstanding  share of Common  Stock,  par value  $0.01 per share,  of the Parent
Company ("Common  Stock"),  shall  automatically,  without further action by the
Surviving  Corporation,  be converted  into one validly  issued,  fully paid and
nonassessable share of Common Stock, par value $0.01 per share, of the Surviving
Corporation;  (b) each  issued and  outstanding  Warrant to  purchase  shares of
Common Stock, with an expiration date of August 11, 2005, of the Parent Company,
shall  automatically,  without further action by the Surviving  Corporation,  be
converted  into one Warrant to purchase  shares of common stock of the Surviving
Corporation with the same rights,  designations  and  preferences;  and (c) each
issued and outstanding share of 14% Pay-in-Kind  Perpetual  Preferred Stock, par
value $0.01 per share of the Parent Company shall automatically, without further
action  by the  Surviving  Corporation,  be  converted  into  one  share  of 14%
Pay-in-Kind Perpetual Preferred Stock of the Surviving Corporation.

                  SECTION  1.7.  TREATMENT  OF  STOCK  SUBSCRIPTIONS  AND  STOCK
OPTIONS.  (a) At the Effective Time, the Surviving  Corporation shall assume all
the  duties  and  obligations  of the Parent  Company  under (i) the  Management
Subscription  Agreement,  dated as of August 7,  1995,  by and among  Dictaphone
Acquisition  Inc. and certain  management  investors listed therein and (ii) the
Dictaphone  Corporation Management Stock Option Plan, effective as of August 11,
1995 (the "Stock Option Plan").

                  (b) At the Effective  Time,  each option granted by the Parent
Company to purchase  shares of Common Stock which is outstanding and unexercised
immediately  prior thereto shall be assumed by the Surviving  Corporation.  Such
options  shall cease to represent a right to acquire  shares of Common Stock and
shall be  converted  automatically  into an option to purchase  shares of common
stock of the Surviving  Corporation  in  accordance  with the terms of the Stock
Option Plan.

                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF THE PARENT COMPANY

                    The Parent Company  represents and warrants that (A) it is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of Delaware, with all necessary corporate power and authority to enter into
and perform its obligations under this Agreement and (B) this Agreement has been
duly and validly authorized, executed and delivered by the Parent Company and is
binding on and  enforceable  against the Parent  Company in accordance  with its
terms.


                                   ARTICLE III

             REPRESENTATIONS AND WARRANTIES OF THE OPERATING COMPANY

                  The Operating Company represents and warrants that (A) it is a
corporation duly  incorporated,  validly existing and in good standing under the
laws of Delaware, with all necessary corporate power and authority to enter into
and perform its obligations under this Agreement and (B) this Agreement has been
duly and validly authorized, executed and delivered by the Operating Company and
is binding on and enforceable  against the Operating  Company in accordance with
its terms.

                                   ARTICLE IV

                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

                  The  parties  hereto each agree that all  representations  and
warranties contained herein shall not survive the Effective Time.

                                    ARTICLE V

                               GENERAL PROVISIONS

                  SECTION 5.1.  GOVERNING LAW. This Agreement  shall be governed
by, and  construed  in  accordance  with,  the laws of  Delaware  applicable  to
contracts executed in and performed in that State,  without regard to principles
of conflicts of law thereof.

                  SECTION 5.2.  COUNTERPARTS.  This Agreement may be executed in
one or more  counterparts  (including  by  facsimile  transmission),  and by the
parties  hereto in separate  counterparts,  each of which when executed shall be
deemed to be an original but all of which taken  together  shall  constitute one
and the same agreement.


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed as of the date first above written by their  respective
officers.


                                      DICTAPHONE CORPORATION



                                      By: /S/ DANIEL P. HART
                                          ______________________________________
                                          Name:  Daniel P. Hart
                                          Title: Senior Vice President,
                                                 General Counsel and Secretary


                                      DICTAPHONE CORPORATION (U.S.)


                                      By: /S/ DANIEL P. HART
                                          ______________________________________
                                          Name:  Daniel P. Hart
                                          Title: Senior Vice President,
                                                 General Counsel and Secretary